As filed with the U.S. Securities and Exchange Commission on April 24, 2020
1933 Act File No. 333-30810
1940 Act File No. 811-09819
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | ☒ | |||
Post-Effective Amendment No. 271 | ☒ |
and
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 | ☒ |
Amendment No. 273
STATE STREET INSTITUTIONAL INVESTMENT TRUST
One Iron Street, Boston, Massachusetts 02210
(Address of Principal Executive Offices)
(617) 664-1465
(Registrants Telephone Number)
Sean OMalley, Esq.
Senior Vice President and Deputy General 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, 2020 pursuant to paragraph (b) |
☐ |
60 days after filing pursuant to paragraph (a)(1) |
☐ |
On (date) pursuant to paragraph (a)(1) of Rule 485. |
☐ |
75 days after filing pursuant to paragraph (a)(2) |
☐ |
On (date) pursuant to paragraph (a)(2) of Rule 485. |
If appropriate, check the following box:
☐ |
This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
Class A | Class I | Class K | |||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 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 Fee2 | 0.025% | 0.025% | 0.025% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.250% | 0.000% | 0.000% | ||
Other Expenses3 | 0.430% | 0.430% | 0.230% | ||
Total Annual Fund Operating Expenses | 0.705% | 0.455% | 0.255% | ||
Less Fee Waivers and/or Expense Reimbursements4,5 | (0.230)% | (0.230)% | (0.230)% | ||
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, 2021, 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, 2021 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 | $570 | $731 | $1,198 | |||
Class I | $ 23 | $123 | $232 | $ 551 | |||
Class K | $ 3 | $ 59 | $120 | $ 302 |
One
Year |
Five
Years |
Since
Inception
|
Inception
Date |
|||||
Class A | 9/19/2014 | |||||||
Return Before Taxes | 4.23% | 1.78% | 2.05% | |||||
Return After Taxes on Distributions | 3.28% | 0.69% | 0.97% | |||||
Return After Taxes on Distributions and Sale of Fund Shares | 2.49% | 0.86% | 1.07% | |||||
Class I | 8.55% | 2.88% | 3.07% | 9/19/2014 | ||||
Class K | 8.57% | 2.87% | 3.10% | 9/19/2014 | ||||
Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes) | 8.72% | 3.05% | 3.28% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | None |
To add to an existing account | None |
Class K | |
To establish an account | None |
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 | 0.02% | 0.02% | 0.02% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses2 | 0.32% | 0.32% | 0.12% | ||
Total Annual Fund Operating Expenses | 0.59% | 0.34% | 0.14% | ||
Less Fee Waivers and/or Expense Reimbursements3 | (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, 2021, 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, 2021 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 | 23.91% | 9.93% | 12.36% | |||||
Return After Taxes on Distributions | 22.70% | 8.97% | 11.66% | |||||
Return After Taxes on Distributions and Sale of Fund Shares | 14.89% | 7.65% | 10.15% | |||||
Class I | 31.17% | 11.42% | 13.26% | 9/17/2014 | ||||
Class K | 31.39% | 11.59% | 13.36% | 9/17/2014 | ||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | 31.49% | 11.70% | 13.56% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | None |
To add to an existing account | None |
Class K | |
To establish an account | None |
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 Expenses2 | 0.470% | 0.470% | 0.270% | ||
Total Annual Fund Operating Expenses | 0.780% | 0.530% | 0.330% | ||
Less Fee Waivers and/or Expense Reimbursements3 | (0.265)% | (0.265)% | (0.265)% | ||
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, 2021 (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, 2021 except with approval of the Fund's/Portfolio's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $575 | $736 | $911 | $1,417 | |||
Class I | $ 27 | $143 | $270 | $ 639 | |||
Class K | $ 7 | $ 79 | $159 | $ 392 |
One
Year |
Five
Years |
Since
Inception
|
Inception
Date |
|||||
Class A | 9/17/2014 | |||||||
Return Before Taxes | 14.64% | 4.09% | 2.27% | |||||
Return After Taxes on Distributions | 13.48% | 3.22% | 1.44% | |||||
Return After Taxes on Distributions and Sale of Fund Shares | 9.47% | 3.12% | 1.70% | |||||
Class I | 21.24% | 5.47% | 3.56% | 9/17/2014 | ||||
Class K | 21.49% | 5.57% | 3.66% | 9/17/2014 | ||||
MSCI ACWI ex USA Investable Market Index/MSCI ACWI ex USA Index1 (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | 21.68% | 5.53% | 3.78% | |||||
MSCI ACWI ex USA Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | 21.51% | 5.51% | 3.75% |
1 | Returns shown are reflective of the Index for periods beginning on the Benchmark Index Change Date and the Previous Benchmark Index for periods prior to the Benchmark Index Change Date. |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | None |
To add to an existing account | None |
Class K | |
To establish an account | None |
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 Expenses2 | 0.540% | 0.540% | 0.340% | ||
Total Annual Fund Operating Expenses | 0.820% | 0.570% | 0.370% | ||
Less Fee Waivers and/or Expense Reimbursements3 | (0.325)% | (0.325)% | (0.325)% | ||
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, 2021, 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, 2021 except with approval of the Fund/Portfolio's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $573 | $742 | $926 | $1,457 | |||
Class I | $ 25 | $150 | $286 | $ 682 | |||
Class K | $ 5 | $ 86 | $175 | $ 436 |
One
Year |
Since
Inception
|
Inception
Date |
||||
Class A | 10/15/2015 | |||||
Return Before Taxes | 20.74% | 9.49% | ||||
Return After Taxes on Distributions | 19.08% | 8.34% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 13.10% | 7.15% | ||||
Class I | 27.70% | 11.19% | 10/15/2015 | |||
Class K | 27.84% | 9.59% | 8/11/2015 | |||
Russell Small Cap Completeness Index (reflects no deduction for fees, expenses or taxes) | 28.04% | 9.67% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | None |
To add to an existing account | None |
Class K | |
To establish an account | None |
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 All Cap Equity ex-U.S. Index Fund and Global All Cap 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 serviced through a Financial Intermediary receiving a fee from the applicable Fund for shareholder servicing or similar services. | Limited to certain investors, including certain financial institutions, 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. | There is no minimum investment for Class I shares. | There is no minimum investment for Class K shares. |
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 Commission1, 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) shares1 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. 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) that have entered into agreements with the Fund to purchase Class I 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. | Defined contribution, defined benefit and other employer-sponsored employee benefit plans, whether or not qualified under the Code. |
1. | Banks, broker-dealers and other financial institutions (including registered investment advisers and financial planners) purchasing Fund 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 recordkeepers with an applicable agreement maintained with SSGA FD; |
3. | Endowments and foundations, and 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. | 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; |
6. | Qualified state tuition plans described in Section 529 of the Code and donor-advised charitable gift funds (subject to all applicable terms and conditions); |
7. | Health Savings Accounts under Section 223 of the Code if such accounts are maintained by the Fund at an omnibus level; |
8. | Collective investment trusts. |
• | The State Street Funds' transfer agent compiles, monitors and reports account-level information on omnibus and underlying shareholder/participant activity. Depending on the account type, monitoring will be performed on a daily, monthly, quarterly and/or annual basis; |
• | The State Street Funds' distributor has obtained information from each Financial Intermediary holding shares in an omnibus account with the State Street Funds regarding whether the Financial Intermediary has adopted and maintains procedures that are reasonably designed to protect the Funds against harmful short-term trading; and |
• | With respect to State Street Funds that invest in securities that trade on foreign markets, pursuant to the State Street Funds' fair valuation procedures, pricing adjustments may be made based on information received from a third-party, multi-factor fair valuation pricing service. |
1. | Alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, service, or privilege at any time; |
2. | Accept initial purchases by telephone; |
3. | Freeze any account and/or suspend account services if the State Street Funds has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if we reasonably believe a fraudulent transaction may occur or has occurred; |
4. | Temporarily freeze any account and/or suspend account services upon initial notification to the State Street Funds of the death of the shareholder until the State Street Funds receive required documentation in good order; |
5. | Alter, impose, discontinue, or waive any redemption fee, account service fee, or other fees charged to a group of shareholders; and |
6. | Redeem an account or suspend account privileges, without the owner's permission to do so, in cases of threatening conduct or activity the State Street Funds believe to be suspicious, fraudulent, or illegal. |
• | Reinvestment Option—Dividends and capital gain distributions will be automatically reinvested in additional shares of a Fund. If you do not indicate a choice on the application, this option will be automatically assigned. |
• | Income-Earned Option—Capital gain distributions will be automatically reinvested, but a check, direct deposit or wire will be sent for each dividend distribution. |
• | Cash Option—A check, wire or direct deposit will be sent for each dividend and capital gain distribution. |
• | Direct Dividends Option—Dividends and capital gain distributions will be automatically invested in another identically registered State Street Fund of the same share class. |
Class A | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$ 9.55 | $ 9.82 | $ 9.75 | $ 9.75 | $10.14 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.34 | 0.26 | 0.21 | 0.16 | 0.21 | ||||
Net realized and unrealized gain
(loss)
|
0.44 | (0.30) | 0.08 | 0.03 | (0.18) | ||||
Total from investment operations
|
0.78 | (0.04) | 0.29 | 0.19 | 0.03 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.22) | (0.23) | (0.21) | (0.18) | (0.26) | ||||
Net realized gains
|
— | — | (0.01) | (0.01) | (0.14) | ||||
Return of Capital
|
— | — | — | — | (0.02) | ||||
Total distributions
|
(0.22) | (0.23) | (0.22) | (0.19) | (0.42) | ||||
Net asset value, end of period
|
$ 10.11 | $ 9.55 | $ 9.82 | $ 9.75 | $ 9.75 | ||||
Total return
(b)
|
8.27% | (0.39)% | 2.93% | 1.91% | 0.35% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$19,325 | $1,121 | $ 340 | $ 211 | $ 184 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(c)
|
0.68% | 0.55% | 0.58% | 0.67% | 0.66% | ||||
Net expenses
(c)
|
0.48% | 0.31% | 0.40% | 0.40% | 0.31% | ||||
Net investment income
(loss)
|
3.45% | 2.74% | 2.11% | 1.65% | 2.11% | ||||
Portfolio turnover rate
(d)
|
69% | 90% | 99% | 194% | 62%(e) |
(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) | Portfolio turnover rate is from the corresponding Portfolio. |
(e) | Portfolio turnover rate excludes to-be-announced (“TBA”) transactions. |
Class I | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$ 9.55 | $ 9.84 | $ 9.76 | $ 9.74 | $10.13 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.27 | 0.27 | 0.23 | 0.18 | 0.20 | ||||
Net realized and unrealized gain
(loss)
|
0.54 | (0.29) | 0.09 | 0.06 | (0.14) | ||||
Total from investment operations
|
0.81 | (0.02) | 0.32 | 0.24 | 0.06 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.28) | (0.27) | (0.23) | (0.21) | (0.29) | ||||
Net realized gains
|
— | — | (0.01) | (0.01) | (0.14) | ||||
Return of Capital
|
— | — | — | — | (0.02) | ||||
Total distributions
|
(0.28) | (0.27) | (0.24) | (0.22) | (0.45) | ||||
Net asset value, end of period
|
$ 10.08 | $ 9.55 | $ 9.84 | $ 9.76 | $ 9.74 | ||||
Total return
(b)
|
8.55% | (0.20)% | 3.29% | 2.37% | 0.60% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$7,273 | $10,598 | $10,807 | $12,370 | $4,508 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(c)
|
0.32% | 0.27% | 0.26% | 0.33% | 0.41% | ||||
Net expenses
(c)
|
0.12% | 0.04% | 0.08% | 0.06% | 0.06% | ||||
Net investment income
(loss)
|
2.73% | 2.78% | 2.30% | 1.83% | 1.95% | ||||
Portfolio turnover rate
(d)
|
69% | 90% | 99% | 194% | 62%(e) |
(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) | Portfolio turnover rate is from the corresponding Portfolio. |
(e) | Portfolio turnover rate excludes to-be-announced (“TBA”) transactions. |
Class K | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$ 9.55 | $ 9.83 | $ 9.75 | $ 9.74 | $ 10.14 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.29 | 0.27 | 0.23 | 0.20 | 0.20 | ||||
Net realized and unrealized gain
(loss)
|
0.52 | (0.28) | 0.09 | 0.03 | (0.15) | ||||
Total from investment operations
|
0.81 | (0.01) | 0.32 | 0.23 | 0.05 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.28) | (0.27) | (0.23) | (0.21) | (0.29) | ||||
Net realized gains
|
— | — | (0.01) | (0.01) | (0.14) | ||||
Return of Capital
|
— | — | — | — | (0.02) | ||||
Total distributions
|
(0.28) | (0.27) | (0.24) | (0.22) | (0.45) | ||||
Net asset value, end of period
|
$ 10.08 | $ 9.55 | $ 9.83 | $ 9.75 | $ 9.74 | ||||
Total return
(b)
|
8.57% | (0.10)% | 3.30% | 2.27% | 0.54% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$210,489 | $127,817 | $97,318 | $76,429 | $49,641 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(c)
|
0.23% | 0.27% | 0.26% | 0.33% | 0.41% | ||||
Net expenses
(c)
|
0.03% | 0.04% | 0.08% | 0.06% | 0.06% | ||||
Net investment income
(loss)
|
2.94% | 2.83% | 2.37% | 1.98% | 1.88% | ||||
Portfolio turnover rate
(d)
|
69% | 90% | 99% | 194% | 62%(e) |
(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) | Portfolio turnover rate is from the corresponding Portfolio. |
(e) | Portfolio turnover rate excludes to-be-announced (“TBA”) transactions. |
Class A Shares | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$ 19.64 | $ 21.63 | $18.83 | $17.17 | $17.27 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.42 | 0.64 | 0.16 | 0.68 | 0.25 | ||||
Net realized and unrealized gain
(loss)
|
5.63 | (1.66) | 3.82 | 0.29 | (0.11) | ||||
Total from investment operations
|
6.05 | (1.02) | 3.98 | 1.97 | 0.14 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.37) | (0.37) | (0.39) | (0.23) | (0.24) | ||||
Net realized gains
|
(0.62) | (0.60) | (0.79) | (0.08) | — | ||||
Total distributions
|
(0.99) | (0.97) | (1.18) | (0.31) | (0.24) | ||||
Net asset value, end of period
|
$ 24.70 | $ 19.64 | $ 21.63 | $ 18.83 | $ 17.17 | ||||
Total return
(b)
|
30.78% | (4.72)% | 21.12% | 11.42% | 0.78% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$55,604 | $31,766 | $6,293 | $7,509 | $ 60 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
|
0.57%(c) | 0.38%(c) | 0.56%(c) | 0.57%(c) | 0.61%(c) | ||||
Net expenses
|
0.47%(c) | 0.28%(c) | 0.48%(c) | 0.48%(c) | 0.48%(c) | ||||
Net investment income
(loss)
|
1.81% | 2.89% | 0.79% | 3.69% | 1.43% | ||||
Portfolio turnover rate
|
21%(d) | 8%(d) | 30%(d) | 5%(d) | 5%(d) |
(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) | Portfolio turnover rate is from the State Street Equity 500 Index II Portfolio. |
Class I Shares | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$ 19.65 | $ 21.63 | $ 18.84 | $17.17 | $17.27 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.32 | 0.44 | 0.89 | 2.86 | 0.29 | ||||
Net realized and unrealized gain
(loss)
|
5.81 | (1.41) | 3.14 | (0.84) | (0.11) | ||||
Total from investment operations
|
6.13 | (0.97) | 4.03 | 2.02 | 0.18 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.45) | (0.41) | (0.45) | (0.27) | (0.28) | ||||
Net realized gains
|
(0.62) | (0.60) | (0.79) | (0.08) | — | ||||
Total distributions
|
(1.07) | (1.01) | (1.24) | (0.35) | (0.28) | ||||
Net asset value, end of period
|
$ 24.71 | $ 19.65 | $ 21.63 | $ 18.84 | $ 17.17 | ||||
Total return
(b)
|
31.17% | (4.45)% | 21.35% | 11.75% | 1.03% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$14,478 | $14,496 | $16,084 | $4,469 | $ 50 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
|
0.24%(c) | 0.15%(c) | 0.31%(c) | 0.32%(c) | 0.36%(c) | ||||
Net expenses
|
0.15%(c) | 0.05%(c) | 0.23%(c) | 0.23%(c) | 0.23%(c) | ||||
Net investment income
(loss)
|
1.38% | 1.98% | 4.21% | 15.53%(d) | 1.66% | ||||
Portfolio turnover rate
|
21%(e) | 8%(e) | 30%(e) | 5%(e) | 5%(e) |
(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) | 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. |
(e) | Portfolio turnover rate is from the State Street Equity 500 Index II Portfolio. |
Class K Shares | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$ 19.64 | $ 21.62 | $ 18.83 | $ 17.17 | $ 17.27 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.51 | 0.47 | 0.44 | 0.44 | 1.45 | ||||
Net realized and unrealized gain
(loss)
|
5.66 | (1.43) | 3.64 | 1.61 | (1.23) | ||||
Total from investment operations
|
6.17 | (0.96) | 4.08 | 2.05 | 0.22 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.48) | (0.42) | (0.50) | (0.31) | (0.32) | ||||
Net realized gains
|
(0.62) | (0.60) | (0.79) | (0.08) | — | ||||
Total distributions
|
(1.10) | (1.02) | (1.29) | (0.39) | (0.32) | ||||
Net asset value, end of period
|
$ 24.71 | $ 19.64 | $ 21.62 | $ 18.83 | $ 17.17 | ||||
Total return
(b)
|
31.39% | (4.42)% | 21.61% | 11.92% | 1.23% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$827,654 | $485,040 | $412,903 | $369,915 | $62,064 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
|
0.12%(c) | 0.12%(c) | 0.11%(c) | 0.12%(c) | 0.16%(c) | ||||
Net expenses
|
0.02%(c) | 0.02%(c) | 0.03%(c) | 0.03%(c) | 0.03%(c) | ||||
Net investment income
(loss)
|
2.22% | 2.08% | 2.14% | 2.42% | 8.45%(d) | ||||
Portfolio turnover rate
|
21%(e) | 8%(e) | 30%(e) | 5%(e) | 5%(e) |
(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) | 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. |
(e) | Portfolio turnover rate is from the State Street Equity 500 Index II Portfolio. |
Class A | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$ 8.46 | $ 10.67 | $ 8.74 | $ 8.45 | $ 9.17 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.32 | 0.36 | 0.08 | 0.31 | 0.15 | ||||
Net realized and unrealized gain
(loss)
|
1.45 | (1.90) | 2.25 | 0.09 | (0.71) | ||||
Total from investment operations
|
1.77 | (1.54) | 2.33 | 0.40 | (0.56) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.25) | (0.23) | (0.26) | (0.11) | (0.16) | ||||
Net realized gains
|
(0.18) | (0.44) | (0.14) | — | — | ||||
Total distributions
|
(0.43) | (0.67) | (0.40) | (0.11) | (0.16) | ||||
Net asset value, end of period
|
$ 9.80 | $ 8.46 | $ 10.67 | $ 8.74 | $ 8.45 | ||||
Total return
(b)
|
21.01% | (14.38)% | 26.68% | 4.75% | (6.17)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$7,104 | $ 3,599 | $ 927 | $1,564 | $ 42 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(c)
|
0.71% | 0.57% | 0.53% | 0.58% | 0.70% | ||||
Net expenses
(c)
|
0.45% | 0.42% | 0.44% | 0.42% | 0.32% | ||||
Net investment income
(loss)
|
3.44% | 3.59% | 0.79% | 3.51% | 1.64% | ||||
Portfolio turnover rate
(d)
|
28% | 4% | 2% | 8% | 3% |
(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) | Portfolio turnover rate is from the corresponding Portfolio. |
Class I | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$ 8.46 | $ 10.67 | $ 8.74 | $ 8.45 | $ 9.17 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.27 | 0.23 | 0.21 | 0.17 | 0.18 | ||||
Net realized and unrealized gain
(loss)
|
1.54 | (1.76) | 2.14 | 0.25 | (0.72) | ||||
Total from investment operations
|
1.81 | (1.53) | 2.35 | 0.42 | (0.54) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.28) | (0.24) | (0.28) | (0.13) | (0.18) | ||||
Net realized gains
|
(0.18) | (0.44) | (0.14) | — | — | ||||
Total distributions
|
(0.46) | (0.68) | (0.42) | (0.13) | (0.18) | ||||
Net asset value, end of period
|
$ 9.81 | $ 8.46 | $ 10.67 | $ 8.74 | $ 8.45 | ||||
Total return
(b)
|
21.24% | (14.18)% | 27.00% | 5.02% | (5.94)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$ 739 | $ 635 | $ 999 | $ 501 | $ 42 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(c)
|
0.38% | 0.43% | 0.23% | 0.32% | 0.45% | ||||
Net expenses
(c)
|
0.12% | 0.30% | 0.15% | 0.16% | 0.06% | ||||
Net investment income
(loss)
|
2.90% | 2.27% | 2.12% | 2.01% | 1.89% | ||||
Portfolio turnover rate
(d)
|
28% | 4% | 2% | 8% | 3% |
(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) | Portfolio turnover rate is from the corresponding Portfolio. |
Class K | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$ 8.47 | $ 10.68 | $ 8.74 | $ 8.45 | $ 9.17 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.29 | 0.26 | 0.32 | 0.20 | 0.24 | ||||
Net realized and unrealized gain
(loss)
|
1.54 | (1.77) | 2.04 | 0.22 | (0.78) | ||||
Total from investment operations
|
1.83 | (1.51) | 2.36 | 0.42 | (0.54) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.30) | (0.26) | (0.28) | (0.13) | (0.18) | ||||
Net realized gains
|
(0.18) | (0.44) | (0.14) | — | — | ||||
Total distributions
|
(0.48) | (0.70) | (0.42) | (0.13) | (0.18) | ||||
Net asset value, end of period
|
$ 9.82 | $ 8.47 | $ 10.68 | $ 8.74 | $ 8.45 | ||||
Total return
(b)
|
21.49% | (14.03)% | 27.11% | 5.02% | (5.94)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$423,417 | $433,086 | $456,567 | $222,297 | $57,219 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(c)
|
0.27% | 0.18% | 0.18% | 0.23% | 0.45% | ||||
Net expenses
(c)
|
0.01% | 0.05% | 0.10% | 0.07% | 0.06% | ||||
Net investment income
(loss)
|
3.12% | 2.57% | 3.16% | 2.28% | 2.59% | ||||
Portfolio turnover rate
(d)
|
28% | 4% | 2% | 8% | 3% |
(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) | Portfolio turnover rate is from the corresponding Portfolio. |
Class A | |||||||||
Year
Ended
12/31/19 |
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
|
$ 10.47 | $11.95 | $10.67 | $ 9.30 | $10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.22 | 0.32 | 0.53 | 0.07 | 0.05 | ||||
Net realized and unrealized gain
(loss)
|
2.65 | (1.45) | 1.37 | 1.41 | (0.69) | ||||
Total from investment operations
|
2.87 | (1.13) | 1.90 | 1.48 | (0.64) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.23) | (0.15) | (0.25) | (0.11) | (0.06) | ||||
Net realized gains
|
(0.44) | (0.20) | (0.37) | (0.00)(b) | — | ||||
Total distributions
|
(0.67) | (0.35) | (0.62) | (0.11) | (0.06) | ||||
Net asset value, end of period
|
$ 12.67 | $ 10.47 | $ 11.95 | $ 10.67 | $ 9.30 | ||||
Total return
(c)
|
27.42% | (9.35)% | 17.87% | 15.67% | (6.27)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$22,037 | $9,274 | $ 988 | $ 114 | $ 97 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(d)
|
0.79% | 0.80% | 1.10% | 2.48% | 5.08%(e) | ||||
Net expenses
(d)
|
0.49% | 0.29% | 0.35% | 0.30% | 0.30%(e) | ||||
Net investment income
(loss)
|
1.76% | 2.65% | 4.60% | 0.69% | 2.55%(e) | ||||
Portfolio turnover rate
(f)
|
51% | 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
12/31/19 |
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
|
$10.48 | $11.95 | $10.67 | $ 9.30 | $10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.19 | 0.20 | 0.40 | 0.14 | 0.06 | ||||
Net realized and unrealized gain
(loss)
|
2.72 | (1.29) | 1.53 | 1.37 | (0.70) | ||||
Total from investment operations
|
2.91 | (1.09) | 1.93 | 1.51 | (0.64) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.28) | (0.18) | (0.28) | (0.14) | (0.06) | ||||
Net realized gains
|
(0.44) | (0.20) | (0.37) | (0.00)(b) | — | ||||
Total distributions
|
(0.72) | (0.38) | (0.65) | (0.14) | (0.06) | ||||
Net asset value, end of period
|
$ 12.67 | $ 10.48 | $ 11.95 | $ 10.67 | $ 9.30 | ||||
Total return
(c)
|
27.70% | (9.07)% | 18.16% | 15.96% | (6.18)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$6,312 | $5,038 | $4,135 | $ 297 | $ 97 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(d)
|
0.46% | 0.61% | 0.90% | 2.22% | 4.83%(e) | ||||
Net expenses
(d)
|
0.17% | 0.07% | 0.11% | 0.05% | 0.05%(e) | ||||
Net investment income
(loss)
|
1.58% | 1.58% | 3.42% | 1.42% | 2.80%(e) | ||||
Portfolio turnover rate
(f)
|
51% | 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
12/31/19 |
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
|
$ 10.48 | $ 11.95 | $ 10.67 | $ 9.30 | $10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.27 | 0.29 | 0.15 | 0.15 | 0.06 | ||||
Net realized and unrealized gain
(loss)
|
2.65 | (1.38) | 1.78 | 1.36 | (0.70) | ||||
Total from investment operations
|
2.92 | (1.09) | 1.93 | 1.51 | (0.64) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.29) | (0.18) | (0.28) | (0.14) | (0.06) | ||||
Net realized gains
|
(0.44) | (0.20) | (0.37) | (0.00)(b) | — | ||||
Total distributions
|
(0.73) | (0.38) | (0.65) | (0.14) | (0.06) | ||||
Net asset value, end of period
|
$ 12.67 | $ 10.48 | $ 11.95 | $ 10.67 | $ 9.30 | ||||
Total return
(c)
|
27.84% | (9.03)% | 18.16% | 16.21% | (6.38)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$77,885 | $38,195 | $18,750 | $14,098 | $3,930 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(d)
|
0.34% | 0.55% | 0.96% | 2.21% | 4.71%(e) | ||||
Net expenses
(d)
|
0.05% | 0.04% | 0.05% | 0.05% | 0.05%(e) | ||||
Net investment income
(loss)
|
2.17% | 2.37% | 1.29% | 1.51% | 1.49%(e) | ||||
Portfolio turnover rate
(f)
|
51% | 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 7th 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 Expenses2 | 0.39% | 0.39% | 0.19% | ||
Total Annual Fund Operating Expenses | 0.78% | 0.53% | 0.33% | ||
Less Fee Waivers and/or Expense Reimbursements3 | (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, 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, 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, 2021 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 | 18.13% | 11.15% | ||||
Return After Taxes on Distributions | 17.40% | 10.48% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 11.33% | 8.76% | ||||
MSCI Emerging Market Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | 18.42% | 11.58% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | None |
To add to an existing account | None |
Class K | |
To establish an account | None |
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 |
$1,000,000 or more | None | None | Advanced Commission1, 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) shares1 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. |
• | 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. |
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). |
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. 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) that have entered into agreements with the Fund to purchase Class I 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. | Defined contribution, defined benefit and other employer-sponsored employee benefit plans, whether or not qualified under the Code. |
1. | Banks, broker-dealers and other financial institutions (including registered investment advisers and financial planners) purchasing Fund 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 recordkeepers with an applicable agreement maintained with SSGA FD; |
3. | Endowments and foundations, and 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. | 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; |
6. | Qualified state tuition plans described in Section 529 of the Code and donor-advised charitable gift funds (subject to all applicable terms and conditions); |
7. | Health Savings Accounts under Section 223 of the Code if such accounts are maintained by the Fund at an omnibus level; |
8. | Collective investment trusts. |
• | 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
12/31/19 |
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
|
$ 11.96 | $ 14.46 | $ 10.82 | $ 9.99 | $ 10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.40 | 0.32 | 0.29 | 0.21 | 0.02 | ||||
Net realized and unrealized gain
(loss)
|
1.77 | (2.46) | 3.72 | 0.87 | (0.01) | ||||
Total from investment operations
|
2.17 | (2.14) | 4.01 | 1.08 | 0.01 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.39) | (0.27) | (0.30) | (0.22) | (0.02) | ||||
Net realized gains
|
— | (0.09) | (0.07) | (0.03) | — | ||||
Total distributions
|
(0.39) | (0.36) | (0.37) | (0.25) | (0.02) | ||||
Net asset value, end of period
|
$ 13.74 | $ 11.96 | $ 14.46 | $ 10.82 | $ 9.99 | ||||
Total return
(b)
|
18.13% | (14.77)% | 37.19% | 10.81% | 0.14% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$743,712 | $580,430 | $607,947 | $374,808 | $165,807 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
|
0.33% | 0.33% | 0.34% | 0.56% | 0.83%(c) | ||||
Net expenses
|
0.17% | 0.17% | 0.17% | 0.18% | 0.17%(c) | ||||
Net investment income
(loss)
|
3.10% | 2.36% | 2.23% | 1.98% | 8.03%(c) | ||||
Portfolio turnover rate
|
13% | 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 7th 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 Reimbursements1 | (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, 2021, 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, 2021 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 | 31.14% | 11.41% | 13.28% | |||||
Return After Taxes on Distributions | 29.77% | 10.36% | 12.52% | |||||
Return After Taxes on Distributions and Sale of Fund Shares | 19.26% | 8.85% | 10.95% | |||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | 31.49% | 11.70% | 13.56% |
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
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$ 19.64 | $ 21.62 | $ 18.83 | $ 17.17 | $ 17.27 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.39 | 0.34 | 0.38 | 0.26 | 0.31 | ||||
Net realized and unrealized gain
(loss)
|
5.73 | (1.33) | 3.66 | 1.76 | (0.12) | ||||
Total from investment operations
|
6.12 | (0.99) | 4.04 | 2.02 | 0.19 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.44) | (0.39) | (0.46) | (0.28) | (0.29) | ||||
Net realized gains
|
(0.62) | (0.60) | (0.79) | (0.08) | — | ||||
Total distributions
|
(1.06) | (0.99) | (1.25) | (0.36) | (0.29) | ||||
Net asset value, end of period
|
$ 24.70 | $ 19.64 | $ 21.62 | $ 18.83 | $ 17.17 | ||||
Total return
(b)
|
31.14% | (4.56)% | 21.43% | 11.75% | 1.08% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$241,794 | $213,270 | $274,650 | $277,141 | $261,038 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
|
0.27%(c) | 0.27%(c) | 0.26%(c) | 0.27%(c) | 0.31%(c) | ||||
Net expenses
|
0.17%(c) | 0.17%(c) | 0.18%(c) | 0.18%(c) | 0.18%(c) | ||||
Net investment income
(loss)
|
1.68% | 1.51% | 1.83% | 1.48% | 1.76% | ||||
Portfolio turnover rate
|
21%(d) | 8%(d) | 30%(d) | 5%(d) | 5%(d) |
(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) | Portfolio turnover rate is from the State Street Equity 500 Index II Portfolio. |
Online: | www.ssgafunds.com | 24 hours a day, 7 days a week |
Phone: | (800) 647-7327 | Monday – Friday 7:00 am – 5:00 pm EST |
Regular mail | Overnight/ Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 219737 Kansas City, MO 64121-9737 |
State
Street Funds
430 W 7th 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 Reimbursements1 | (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, 2021, 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, 2021 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 | 30.58% | 10.91% | 12.77% | |||||
Return After Taxes on Distributions | 29.37% | 10.00% | 12.14% | |||||
Return After Taxes on Distributions and Sale of Fund Shares | 18.85% | 8.48% | 10.55% | |||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | 31.49% | 11.70% | 13.56% |
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
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$ 19.62 | $ 21.61 | $ 18.81 | $ 17.15 | $ 17.26 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.29 | 0.24 | 0.29 | 0.18 | 0.19 | ||||
Net realized and unrealized gain
(loss)
|
5.71 | (1.33) | 3.66 | 1.76 | (0.09) | ||||
Total from investment operations
|
6.00 | (1.09) | 3.95 | 1.94 | 0.10 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.32) | (0.30) | (0.36) | (0.20) | (0.21) | ||||
Net realized gains
|
(0.62) | (0.60) | (0.79) | (0.08) | — | ||||
Total distributions
|
(0.94) | (0.90) | (1.15) | (0.28) | (0.21) | ||||
Net asset value, end of period
|
$ 24.68 | $ 19.62 | $ 21.61 | $ 18.81 | $ 17.15 | ||||
Total return
(b)
|
30.58% | (5.04)% | 20.96% | 11.26% | 0.58% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$37,222 | $32,099 | $42,249 | $39,086 | $37,845 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
|
0.72%(c) | 0.72%(c) | 0.71%(c) | 0.72%(c) | 0.76%(c) | ||||
Net expenses
|
0.62%(c) | 0.62%(c) | 0.63%(c) | 0.63%(c) | 0.63%(c) | ||||
Net investment income
(loss)
|
1.27% | 1.06% | 1.41% | 0.99% | 1.09% | ||||
Portfolio turnover rate
|
21%(d) | 8%(d) | 30%(d) | 5%(d) | 5%(d) |
(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) | Portfolio turnover rate is from the State Street Equity 500 Index II Portfolio. |
Online: | www.ssgafunds.com | 24 hours a day, 7 days a week |
Phone: | (800) 647-7327 | Monday – Friday 7:00 am – 5:00 pm EST |
Regular mail | Overnight/ Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 219737 Kansas City, MO 64121-9737 |
State
Street Funds
430 W 7th 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 Reimbursements1 | (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, 2021, 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, 2021 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 | 30.99% | 11.31% | 13.16% | |||||
Return After Taxes on Distributions | 29.65% | 10.28% | 12.44% | |||||
Return After Taxes on Distributions and Sale of Fund Shares | 19.16% | 8.77% | 10.86% | |||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | 31.49% | 11.70% | 13.56% |
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
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$ 19.62 | $ 21.60 | $ 18.81 | $ 17.15 | $ 17.25 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.31 | 0.32 | 0.15 | 0.26 | 0.22 | ||||
Net realized and unrealized gain
(loss)
|
5.77 | (1.33) | 3.87 | 1.74 | (0.05) | ||||
Total from investment operations
|
6.08 | (1.01) | 4.02 | 2.00 | 0.17 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.41) | (0.37) | (0.44) | (0.26) | (0.27) | ||||
Net realized gains
|
(0.62) | (0.60) | (0.79) | (0.08) | — | ||||
Total distributions
|
(1.03) | (0.97) | (1.23) | (0.34) | (0.27) | ||||
Net asset value, end of period
|
$ 24.67 | $ 19.62 | $ 21.60 | $ 18.81 | $ 17.15 | ||||
Total return
(b)
|
30.99% | (4.66)% | 21.33% | 11.65% | 0.98% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$20,457 | $20,897 | $27,876 | $124,591 | $104,730 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
|
0.37%(c) | 0.37%(c) | 0.36%(c) | 0.37%(c) | 0.41%(c) | ||||
Net expenses
|
0.27%(c) | 0.27%(c) | 0.28%(c) | 0.27%(c) | 0.28%(c) | ||||
Net investment income
(loss)
|
1.36% | 1.44% | 0.73% | 1.46% | 1.25% | ||||
Portfolio turnover rate
|
21%(d) | 8%(d) | 30%(d) | 5%(d) | 5%(d) |
(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) | Portfolio turnover rate is from the State Street Equity 500 Index II Portfolio. |
Online: | www.ssgafunds.com | 24 hours a day, 7 days a week |
Phone: | (800) 647-7327 | Monday – Friday 7:00 am – 5:00 pm EST |
Regular mail | Overnight/ Registered, Express, Certified Mail |
State
Street Funds
P.O. Box 219737 Kansas City, MO 64121-9737 |
State
Street Funds
430 W 7th 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 | 0.11% | 0.28% | 0.33% | 0.16% | 0.08% | ||||
Total Annual Fund Operating Expenses | 0.16% | 0.38% | 0.48% | 0.21% | 0.13% | ||||
Less Fee Waivers and/or Expense Reimbursements1 | (0.01)% | (0.01)% | (0.01)% | (0.01)% | (0.01)% | ||||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements1 | 0.15% | 0.37% | 0.47% | 0.20% | 0.12% |
1 | SSGA FM, as the investment adviser to the Fund is contractually obligated, through April 30, 2021 (i) to waive up to the full amount of the advisory fee payable by the Fund, and/or (ii) to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, interest, taxes, extraordinary expenses, acquired fund fees, any class-specific expenses, such as distribution, shareholder servicing, sub-transfer agency and administration fees) exceed 0.07% of average daily net assets on an annual basis (the “Total Annual Fund Operating Expense Waiver”). The Total Annual Fund Operating Expense Waiver may not be terminated prior to April 30, 2021 with respect to the Fund except with approval of the Fund's Board of Trustees. The Adviser and its affiliates, may voluntarily reduce all or a portion of their fees and/or reimburse expenses of the Fund or a share class to the extent necessary to attempt to avoid a negative yield (the “Voluntary Reduction”), or a yield below a specified level, which may vary from time to time in the Adviser's sole discretion. The Fund has agreed, subject to certain limitations, to reimburse the Adviser and its affiliates for the full dollar amount of any Voluntary Reduction incurred beginning on May 1, 2020. As of December 31, 2019, Adviser and its affiliates had not waived fees and/or reimbursed expenses under the Voluntary Reduction. Each of the Adviser and its affiliates may, in its sole discretion, irrevocably waive receipt of any or all reimbursement amounts due from the Fund. Any future reimbursement by the Fund of the Voluntary Reduction would increase the Fund's expenses and may reduce the Fund's yield during such period. There is no guarantee that the Voluntary Reduction will be in effect at any given time or that the Fund will be able to avoid a negative yield. |
1 year | 3 years | 5 years | 10 years | ||||
Institutional | $15 | $ 51 | $ 89 | $204 | |||
Administration | $38 | $121 | $212 | $479 | |||
Investment | $48 | $153 | $168 | $603 | |||
Investor | $20 | $ 67 | $117 | $267 | |||
Premier | $12 | $ 41 | $ 72 | $165 |
One
Year |
Five
Years |
10-Years
or
Since Inception |
Inception
Date |
|||||
Premier Class | 2.32% | 1.19% | 0.66% | 8/12/2004 | ||||
Investment Class | 1.99% | 0.89% | 0.44% | 10/15/2007 | ||||
Institutional Class | 2.28% | - | 2.26% | 7/3/2018 | ||||
Administration Class | 2.07% | - | 1.37% | 8/29/2016 | ||||
Investor Class | 2.24% | - | 1.91% | 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 | $250 |
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 | 0.10% | 0.27% | 0.32% | 0.15% | 0.07% | ||||
Total Annual Fund Operating Expenses1 | 0.15% | 0.37% | 0.47% | 0.20% | 0.12% |
1 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), and its affiliates, may voluntarily reduce all or a portion of their fees and/or reimburse expenses of the Fund or a share class to the extent necessary to attempt to avoid a negative yield (the “Voluntary Reduction”), or a yield below a specified level, which may vary from time to time in the Adviser's sole discretion. The Fund has agreed, subject to certain limitations, to reimburse the Adviser and its affiliates for the full dollar amount of any Voluntary Reduction incurred beginning on May 1, 2020. As of December 31, 2019, Adviser and its affiliates had not waived fees and/or reimbursed expenses under the Voluntary Reduction. Each of the Adviser and its affiliates may, in its sole discretion, irrevocably waive receipt of any or all reimbursement amounts due from the Fund. Any future reimbursement by the Fund of the Voluntary Reduction would increase the Fund's expenses and may reduce the Fund's yield during such period. There is no guarantee that the Voluntary Reduction will be in effect at any given time or that the Fund will be able to avoid a negative yield. |
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 | 2.10% | 0.96% | 0.48% | 10/25/2007 | ||||
Institutional Class | 2.07% | - | 2.06% | 7/30/2018 | ||||
Administration Class | 1.85% | - | 1.83% | 7/30/2018 | ||||
Investment Class | 1.76% | 0.71% | 0.35% | 10/25/2007 | ||||
Investor Class | 2.02% | - | 1.44% | 12/22/2016 |
Institutional Class | |
To establish an account | $25,000,000 |
To add to an existing account | No minimum |
Administration Class | |
To establish an account | $1,000 |
To add to an existing account | No minimum |
Investment Class | |
To establish an account | $250 |
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 | 0.10% | 0.27% | 0.32% | 0.15% | 0.07% | ||||
Total Annual Fund Operating Expenses1 | 0.15% | 0.37% | 0.47% | 0.20% | 0.12% |
1 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), and its affiliates, may voluntarily reduce all or a portion of their fees and/or reimburse expenses of the Fund or a share class to the extent necessary to attempt to avoid a negative yield (the “Voluntary Reduction”), or a yield below a specified level, which may vary from time to time in the Adviser's sole discretion. The Fund has agreed, subject to certain limitations, to reimburse the Adviser and its affiliates for the full dollar amount of any Voluntary Reduction incurred beginning on May 1, 2020. As of December 31, 2019, Adviser and its affiliates had not waived fees and/or reimbursed expenses under the Voluntary Reduction. Each of the Adviser and its affiliates may, in its sole discretion, irrevocably waive receipt of any or all reimbursement amounts due from the Fund. Any future reimbursement by the Fund of the Voluntary Reduction would increase the Fund's expenses and may reduce the Fund's yield during such period. There is no guarantee that the Voluntary Reduction will be in effect at any given time or that the Fund will be able to avoid a negative yield. |
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 | 2.12% | 0.96% | 0.49% | 10/24/2007 | ||||
Investment Class | 1.81% | 0.72% | 0.36% | 10/24/2007 | ||||
Institutional Class | 2.09% | - | 2.06% | 7/30/2018 | ||||
Administration Class | 1.86% | - | 1.84% | 7/30/2018 | ||||
Investor Class | 2.03% | - | 1.38% | 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 | $250 |
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 | 0.10% | 0.27% | 0.32% | 0.15% | 0.07% | ||||
Total Annual Fund Operating Expenses1 | 0.15% | 0.37% | 0.47% | 0.20% | 0.12% |
1 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), and its affiliates, may voluntarily reduce all or a portion of their fees and/or reimburse expenses of the Fund or a share class to the extent necessary to attempt to avoid a negative yield (the “Voluntary Reduction”), or a yield below a specified level, which may vary from time to time in the Adviser's sole discretion. The Fund has agreed, subject to certain limitations, to reimburse the Adviser and its affiliates for the full dollar amount of any Voluntary Reduction incurred beginning on May 1, 2020. As of December 31, 2019, Adviser and its affiliates had not waived fees and/or reimbursed expenses under the Voluntary Reduction. Each of the Adviser and its affiliates may, in its sole discretion, irrevocably waive receipt of any or all reimbursement amounts due from the Fund. Any future reimbursement by the Fund of the Voluntary Reduction would increase the Fund's expenses and may reduce the Fund's yield during such period. There is no guarantee that the Voluntary Reduction will be in effect at any given time or that the Fund will be able to avoid a negative yield. |
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 | 2.13% | 0.99% | 0.50% | 10/25/2007 | ||||
Investment Class | 1.79% | 0.73% | 0.36% | 10/17/2007 | ||||
Administration Class | 1.88% | - | 0.54% | 8/23/2016 | ||||
Institutional Class | 2.09% | - | 1.90% | 1/18/2018 | ||||
Investor Class | 2.05% | - | 1.21% | 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 | $250 |
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 | $250 | $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 7th 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 02210 |
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. |
a) | For any period during which there is a non-routine closure of the Fedwire or applicable Federal Reserve Banks; |
b) | For any period (1) during which the NYSE is closed other than customary week-end and holiday closings or (2) during which trading on the NYSE is restricted; |
c) | For any period during which an emergency exists as a result of which (1) disposal of securities owned by the Fund is not reasonably practicable or (2) it is not reasonably practicable for the Fund to fairly determine the net asset value of shares of the Fund; |
d) | For any period during which the SEC has, by rule or regulation, deemed that (1) trading shall be restricted or (2) an emergency exists; |
e) | For any period that the SEC, may by order permit for your protection; or |
f) | For any period during which the Fund as part of a necessary liquidation of the fund, has properly postponed and/or suspended redemption of shares and payment in accordance with federal securities laws. |
• | 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) | |||
Year
Ended
12/31/19 |
For
the
Period 7/6/18*- 12/31/18 |
||
Net asset value, beginning of period
|
$ 1.0001 | $ 1.0000 | |
Income (loss) from investment operations: | |||
Net investment income
(loss)
|
0.0217 | 0.0108 | |
Net realized and unrealized gain
(loss)
|
0.0009 | 0.0001 | |
Total from investment operations
|
0.0226 | 0.0109 | |
Distributions to shareholders from: | |||
Net investment income
|
(0.0225) | (0.0108) | |
Net asset value, end of period
|
$ 1.0002 | $ 1.0001 | |
Total return
(b)
|
2.28% | 1.08% | |
Ratios and Supplemental Data: | |||
Net assets, end of period (in
000s)
|
$183,304 | $ 55 | |
Ratios to Average Net Assets: | |||
Total expenses
|
0.16% | 0.15%(c) | |
Net expenses
|
0.15% | 0.15%(c) | |
Net investment income
(loss)
|
2.17% | 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
12/31/19 |
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 | $ 1.0000 | |||
Income (loss) from investment operations: | |||||||
Net investment income
(loss)
|
0.0206 | 0.0174 | 0.0080 | 0.0008 | |||
Net realized and unrealized gain
(loss)
|
(0.0001) | (0.0001) | 0.0000(b) | 0.0000(b) | |||
Total from investment operations
|
0.0205 | 0.0173 | 0.0080 | 0.0008 | |||
Distributions to shareholders from: | |||||||
Net investment income
|
(0.0203) | (0.0174) | (0.0080) | (0.0008) | |||
Net realized gains
|
— | — | (0.0000)(b) | — | |||
Total distributions
|
(0.0203) | (0.0174) | (0.0080) | (0.0008) | |||
Net asset value, end of period
|
$ 1.0001 | $ 0.9999 | $ 1.0000 | $ 1.0000 | |||
Total return
(c)
|
2.07% | 1.75% | 0.80% | 0.08% | |||
Ratios and Supplemental Data: | |||||||
Net assets, end of period (in
000s)
|
$613,074 | $956,750 | $831,606 | $798,447 | |||
Ratios to Average Net Assets: | |||||||
Total expenses
|
0.38% | 0.37% | 0.37% | 0.38%(d) | |||
Net expenses
|
0.37% | 0.37% | 0.37% | 0.38%(d) | |||
Net investment income
(loss)
|
2.06% | 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
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$ 1.0000 | $ 0.9999 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income
(loss)
|
0.0201 | 0.0164 | 0.0070 | 0.0010 | 0.0000(b)(c) | ||||
Net realized and unrealized gain
(loss)
|
(0.0003) | 0.0001 | (0.0001) | 0.0000(b) | 0.0000(b) | ||||
Total from investment operations
|
0.0198 | 0.0165 | 0.0069 | 0.0010 | 0.0000(b) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.0196) | (0.0164) | (0.0070) | (0.0010) | — | ||||
Net realized gains
|
— | — | (0.0000)(b) | — | — | ||||
Total distributions
|
(0.0196) | (0.0164) | (0.0070) | (0.0010) | — | ||||
Net asset value, end of period
|
$ 1.0002 | $ 1.0000 | $ 0.9999 | $ 1.0000 | $ 1.0000 | ||||
Total return
(d)
|
1.99% | 1.67% | 0.69% | 0.10% | 0.00%(e) | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$ 12 | $ 23 | $ 5,547 | $ 5,582 | $485,292 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
|
0.47% | 0.47% | 0.47% | 0.47% | 0.47% | ||||
Net expenses
|
0.45% | 0.47% | 0.47% | 0.46% | 0.24% | ||||
Net investment income
(loss)
|
2.01% | 1.18% | 0.70% | 0.08% | 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 year. |
(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
12/31/19 |
Year
Ended
12/31/18 |
For
the
Period 7/13/17* - 12/31/17 |
|||
Net asset value, beginning of period
|
$ 0.9999 | $ 0.9999 | $ 1.0000 | ||
Income (loss) from investment operations: | |||||
Net investment income
(loss)
|
0.0219 | 0.0191 | 0.0055 | ||
Net realized and unrealized gain
(loss)
|
0.0003 | — | (0.0001) | ||
Total from investment operations
|
0.0222 | 0.0191 | 0.0054 | ||
Voluntary expense reimbursement from Affiliate
|
— | — | 0.0000(b) | ||
Distributions to shareholders from: | |||||
Net investment income
|
(0.0220) | (0.0191) | (0.0055) | ||
Net realized gains
|
— | — | (0.0000)(b) | ||
Total distributions
|
(0.0220) | (0.0191) | (0.0055) | ||
Net asset value, end of period
|
$ 1.0001 | $ 0.9999 | $ 0.9999 | ||
Total return
(c)
|
2.24% | 1.92% | 0.54% | ||
Ratios and Supplemental Data: | |||||
Net assets, end of period (in
000s)
|
$ 36,424 | $ 40,881 | $ 34,361 | ||
Ratios to Average Net Assets: | |||||
Total expenses
|
0.21% | 0.20% | 0.20%(d) | ||
Net expenses
|
0.20% | 0.20% | 0.20%(d) | ||
Net investment income
(loss)
|
2.19% | 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
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$ 0.9999 | $ 0.9999 | $ 1.0001 | $ 1.0000 | $ 1.0000 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income
(loss)
|
0.0223 | 0.0199 | 0.0105 | 0.0045 | 0.0012(b) | ||||
Net realized and unrealized gain
(loss)
|
0.0007 | — | (0.0002) | 0.0001 | 0.0000(c) | ||||
Total from investment operations
|
0.0230 | 0.0199 | 0.0103 | 0.0046 | 0.0012 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.0228) | (0.0199) | (0.0105) | (0.0045) | (0.0012) | ||||
Net realized gains
|
— | — | (0.0000)(c) | — | — | ||||
Total distributions
|
(0.0228) | (0.0199) | (0.0105) | (0.0045) | (0.0012) | ||||
Net asset value, end of period
|
$ 1.0001 | $ 0.9999 | $ 0.9999 | $ 1.0001 | $ 1.0000 | ||||
Total return
(d)
|
2.32% | 2.00% | 1.05% | 0.45% | 0.12% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$20,188,261 | $9,489,591 | $8,303,222 | $6,255,384 | $45,207,442 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
|
0.13% | 0.12% | 0.12% | 0.12% | 0.12% | ||||
Net expenses
|
0.12% | 0.12% | 0.12% | 0.12% | 0.12% | ||||
Net investment income
(loss)
|
2.23% | 2.00% | 1.06% | 0.43% | 0.12% |
(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 year. |
(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) | |||
Year
Ended
12/31/19 |
For
the
Period 7/31/18*- 12/31/18 |
||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | |
Income (loss) from investment operations: | |||
Net investment income
(loss)
|
0.0205 | 0.0085 | |
Net realized gain
(loss)
|
0.0000(b) | (0.0000)(b) | |
Total from investment operations
|
0.0205 | 0.0085 | |
Distributions to shareholders from: | |||
Net investment income
|
(0.0205) | (0.0085) | |
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | |
Total return
(c)
|
2.07% | 0.85% | |
Ratios and Supplemental Data: | |||
Net assets, end of period (in
000s)
|
$ 23,628 | $ 50 | |
Ratios to Average Net Assets: | |||
Total expenses
|
0.15% | 0.15%(d) | |
Net investment income
(loss)
|
1.86% | 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) | |||
Year
Ended
12/31/19 |
For
the
Period 07/31/18*- 12/31/18 |
||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | |
Income (loss) from investment operations: | |||
Net investment income
(loss)
|
0.0184 | 0.0076 | |
Net realized gain
(loss)
|
0.0000(b) | (0.0000)(b) | |
Total from investment operations
|
0.0184 | 0.0076 | |
Distributions to shareholders from: | |||
Net investment income
|
(0.0184) | (0.0076) | |
Total distributions
|
(0.0184) | (0.0076) | |
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | |
Total return
(c)
|
1.85% | 0.76% | |
Ratios and Supplemental Data: | |||
Net assets, end of period (in
000s)
|
$ 50 | $ 50 | |
Ratios to Average Net Assets: | |||
Total expenses
|
0.37% | 0.37%(d) | |
Net investment income
(loss)
|
1.84% | 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
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
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)
|
0.0175 | 0.0138 | 0.0041 | 0.0000(b) | 0.0000(b)(c) | ||||
Net realized gain
(loss)
|
0.0000(b) | (0.0000)(b) | 0.0000(b) | 0.0000(b) | 0.0000(b) | ||||
Total from investment operations
|
0.0175 | 0.0138 | 0.0041 | 0.0000(b) | 0.0000(b) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.0175) | (0.0138) | (0.0041) | (0.0000)(b) | — | ||||
Net realized gains
|
— | — | (0.0000)(b) | — | — | ||||
Total distributions
|
(0.0175) | (0.0138) | (0.0041) | (0.0000)(b) | — | ||||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Total return
(d)
|
1.76% | 1.39% | 0.41% | 0.00%(e) | 0.00%(e) | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$408,230 | $390,735 | $366,364 | $609,545 | $724,683 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
|
0.47% | 0.47% | 0.47% | 0.47% | 0.47% | ||||
Net expenses
|
0.46% | 0.47% | 0.47% | 0.31% | 0.04% | ||||
Net investment income
(loss)
|
1.74% | 1.37% | 0.38% | 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
12/31/19 |
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 | $ 1.0000 | |||
Income (loss) from investment operations: | |||||||
Net investment income
(loss)
|
0.0200 | 0.0165 | 0.0068 | 0.0001 | |||
Net realized gain
(loss)
|
0.0000(b) | (0.0000)(b) | 0.0000(b) | (0.0000)(b) | |||
Total from investment operations
|
0.0200 | 0.0165 | 0.0068 | 0.0001 | |||
Distributions to shareholders from: | |||||||
Net investment income
|
(0.0200) | (0.0165) | (0.0068) | (0.0001) | |||
Net realized gains
|
— | — | (0.0000)(b) | — | |||
Total distributions
|
(0.0200) | (0.0165) | (0.0068) | (0.0001) | |||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | |||
Total return
(c)
|
2.02% | 1.66% | 0.68% | 0.00%(d) | |||
Ratios and Supplemental Data: | |||||||
Net assets, end of period (in
000s)
|
$131,075 | $ 97,241 | $ 29,583 | $ 27,402 | |||
Ratios to Average Net Assets: | |||||||
Total expenses
|
0.20% | 0.20% | 0.20% | 0.18%(e) | |||
Net investment income
(loss)
|
1.95% | 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
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
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)
|
0.0208 | 0.0173 | 0.0076 | 0.0019 | 0.0000(b)(c) | ||||
Net realized gain
(loss)
|
0.0000(b) | (0.0000)(b) | 0.0000(b) | 0.0000(b) | 0.0000(b) | ||||
Total from investment operations
|
0.0208 | 0.0173 | 0.0076 | 0.0019 | 0.0000(b) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.0208) | (0.0173) | (0.0076) | (0.0019) | (0.0000)(b) | ||||
Net realized gains
|
— | — | (0.0000)(b) | — | — | ||||
Total distributions
|
(0.0208) | (0.0173) | (0.0076) | (0.0019) | (0.0000)(b) | ||||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Total return
(d)
|
2.10% | 1.74% | 0.76% | 0.19% | 0.00%(e) | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$11,812,916 | $9,424,507 | $12,123,627 | $12,651,785 | $10,412,966 | ||||
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% | 0.04% | ||||
Net investment income
(loss)
|
2.07% | 1.71% | 0.76% | 0.19% | 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) | |||
Year
Ended
12/31/19 |
For
the
Period 7/31/18*- 12/31/18 |
||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | |
Income (loss) from investment operations: | |||
Net investment income
(loss)
|
0.0207 | 0.0085 | |
Net realized gain
(loss)
|
(0.0000)(b) | — | |
Total from investment operations
|
0.0207 | 0.0085 | |
Distributions to shareholders from: | |||
Net investment income
|
(0.0207) | (0.0085) | |
Total distributions
|
(0.0207) | (0.0085) | |
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | |
Total return
(c)
|
2.09% | 0.85% | |
Ratios and Supplemental Data: | |||
Net assets, end of period (in
000s)
|
$468,721 | $ 94,554 | |
Ratios to Average Net Assets: | |||
Total expenses
|
0.15% | 0.15%(d) | |
Net expenses
|
0.15% | 0.15%(d) | |
Net investment income
(loss)
|
2.09% | 2.04%(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. |
Administration Class(a) | |||
Year
Ended
12/31/19 |
For
the
Period 07/31/18*- 12/31/18 |
||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | |
Income (loss) from investment operations: | |||
Net investment income
(loss)
|
0.0185 | 0.0076 | |
Net realized gain
(loss)
|
(0.0000)(b) | — | |
Total from investment operations
|
0.0185 | 0.0076 | |
Distributions to shareholders from: | |||
Net investment income
|
(0.0185) | (0.0076) | |
Total distributions
|
(0.0185) | (0.0076) | |
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | |
Total return
(c)
|
1.86% | 0.76% | |
Ratios and Supplemental Data: | |||
Net assets, end of period (in
000s)
|
$ 50 | $ 50 | |
Ratios to Average Net Assets: | |||
Total expenses
|
0.37% | 0.37%(d) | |
Net expenses
|
0.37% | 0.37%(d) | |
Net investment income
(loss)
|
1.85% | 1.78%(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
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
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 | 0.0139 | 0.0042 | 0.0000(b) | 0.0000(b)(c) | ||||
Net realized gain
(loss)
|
(0.0000)(b) | — | 0.0000(b) | 0.0000(b) | 0.0000(b) | ||||
Total from investment operations
|
0.0180 | 0.0139 | 0.0042 | 0.0000(b) | 0.0000(b) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.0180) | (0.0139) | (0.0042) | (0.0000)(b) | — | ||||
Net realized gains
|
— | — | (0.0000)(b) | — | — | ||||
Total distributions
|
(0.0180) | (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)
|
1.81% | 1.40% | 0.42% | 0.00%(e) | 0.00%(e) | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$ 52,086 | $ 69,812 | $ 19,242 | $ 48,170 | $60,041 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
|
0.47% | 0.47% | 0.47% | 0.49% | 0.49% | ||||
Net expenses
|
0.46% | 0.47% | 0.47% | 0.31% | 0.06% | ||||
Net investment income
(loss)
|
1.78% | 1.54% | 0.36% | 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 year. |
(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
12/31/19 |
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 | $ 1.0000 | |||
Income (loss) from investment operations: | |||||||
Net investment income
(loss)
|
0.0202 | 0.0166 | 0.0069 | 0.0004 | |||
Net realized gain
(loss)
|
(0.0000)(b) | — | 0.0000(b) | 0.0000(b) | |||
Total from investment operations
|
0.0202 | 0.0166 | 0.0069 | 0.0004 | |||
Distributions to shareholders from: | |||||||
Net investment income
|
(0.0202) | (0.0166) | (0.0069) | (0.0004) | |||
Net realized gains
|
— | — | (0.0000)(b) | — | |||
Total distributions
|
(0.0202) | (0.0166) | (0.0069) | (0.0004) | |||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | |||
Total return
(c)
|
2.03% | 1.67% | 0.69% | 0.04% | |||
Ratios and Supplemental Data: | |||||||
Net assets, end of period (in
000s)
|
$230,017 | $774,885 | $328,764 | $101,461 | |||
Ratios to Average Net Assets: | |||||||
Total expenses
|
0.20% | 0.20% | 0.20% | 0.20%(d) | |||
Net expenses
|
0.20% | 0.20% | 0.20% | 0.20%(d) | |||
Net investment income
(loss)
|
2.02% | 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
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
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)
|
0.0210 | 0.0174 | 0.0077 | 0.0019 | 0.0000(b)(c) | ||||
Net realized gain
(loss)
|
(0.0000)(b) | — | 0.0000(b) | 0.0000(b) | 0.0000(b) | ||||
Total from investment operations
|
0.0210 | 0.0174 | 0.0077 | 0.0019 | 0.0000(b) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.0210) | (0.0174) | (0.0077) | (0.0019) | (0.0000)(b) | ||||
Net realized gains
|
— | — | (0.0000)(b) | — | — | ||||
Total distributions
|
(0.0210) | (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)
|
2.12% | 1.75% | 0.77% | 0.19% | 0.00%(e) | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$14,672,348 | $8,402,049 | $4,000,478 | $2,515,246 | $1,684,652 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
|
0.12% | 0.12% | 0.12% | 0.14% | 0.14% | ||||
Net expenses
|
0.12% | 0.12% | 0.12% | 0.12% | 0.06% | ||||
Net investment income
(loss)
|
2.07% | 1.80% | 0.81% | 0.20% | 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 year. |
(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) | |||
Year
Ended
12/31/19 |
For
the
Period 1/18/18*- 12/31/18 |
||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | |
Income (loss) from investment operations: | |||
Net investment income
(loss)
|
0.0207 | 0.0170 | |
Net realized gain
(loss)
|
0.0000(b) | — | |
Total from investment operations
|
0.0207 | 0.0170 | |
Distributions to shareholders from: | |||
Net investment income
|
(0.0207) | (0.0170) | |
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | |
Total return
(c)
|
2.09% | 1.67% | |
Ratios and Supplemental Data: | |||
Net assets, end of period (in
000s)
|
$950,202 | $639,733 | |
Ratios to Average Net Assets: | |||
Total expenses
|
0.15% | 0.15%(d) | |
Net investment income
(loss)
|
1.95% | 1.71%(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) | |||||||
Year
Ended
12/31/19 |
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 | $ 1.0000 | |||
Income (loss) from investment operations: | |||||||
Net investment income
(loss)
|
0.0186 | 0.0150 | 0.0054 | 0.0001 | |||
Net realized gain
(loss)
|
0.0000(b) | — | 0.0000(b) | (0.0000)(b) | |||
Total from investment operations
|
0.0186 | 0.0150 | 0.0054 | 0.0001 | |||
Distributions to shareholders from: | |||||||
Net investment income
|
(0.0186) | (0.0150) | (0.0054) | (0.0001) | |||
Net realized gains
|
— | — | (0.0000)(b) | — | |||
Total distributions
|
(0.0186) | (0.0150) | (0.0054) | (0.0001) | |||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | |||
Total return
(c)
|
1.88% | 1.51% | 0.54% | 0.01% | |||
Ratios and Supplemental Data: | |||||||
Net assets, end of period (in
000s)
|
$1,672,762 | $1,686,105 | $1,909,670 | $3,423,655 | |||
Ratios to Average Net Assets: | |||||||
Total expenses
|
0.37% | 0.37% | 0.37% | 0.37%(d) | |||
Net investment income
(loss)
|
1.87% | 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
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
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)
|
0.0178 | 0.0140 | 0.0044 | 0.0000(b) | 0.0000(b)(c) | ||||
Net realized gain
(loss)
|
0.0000(b) | — | 0.0000(b) | 0.0000(b) | — | ||||
Total from investment operations
|
0.0178 | 0.0140 | 0.0044 | 0.0000(b) | 0.0000(b) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.0178) | (0.0140) | (0.0044) | (0.0000)(b) | — | ||||
Net realized gains
|
— | — | (0.0000)(b) | — | — | ||||
Total distributions
|
(0.0178) | (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)
|
1.79% | 1.40% | 0.44% | 0.00%(e) | 0.00%(e) | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$517,997 | $380,085 | $432,488 | $903,050 | $971,551 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
|
0.47% | 0.47% | 0.47% | 0.47% | 0.47% | ||||
Net expenses
|
0.45% | 0.47% | 0.47% | 0.37% | 0.10% | ||||
Net investment income
(loss)
|
1.76% | 1.42% | 0.40% | 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 year. |
(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
12/31/19 |
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 | $ 1.0000 | |||
Income (loss) from investment operations: | |||||||
Net investment income
(loss)
|
0.0203 | 0.0170 | 0.0071 | 0.0014 | |||
Net realized gain
(loss)
|
0.0000(b) | — | 0.0000(b) | (0.0000)(b) | |||
Total from investment operations
|
0.0203 | 0.0170 | 0.0071 | 0.0014 | |||
Distributions to shareholders from: | |||||||
Net investment income
|
(0.0203) | (0.0170) | (0.0071) | (0.0014) | |||
Net realized gains
|
— | — | (0.0000)(b) | — | |||
Total distributions
|
(0.0203) | (0.0170) | (0.0071) | (0.0014) | |||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | |||
Total return
(c)
|
2.05% | 1.68% | 0.71% | 0.14% | |||
Ratios and Supplemental Data: | |||||||
Net assets, end of period (in
000s)
|
$726,126 | $1,875,096 | $1,245,204 | $230,156 | |||
Ratios to Average Net Assets: | |||||||
Total expenses
|
0.20% | 0.20% | 0.20% | 0.20%(d) | |||
Net investment income
(loss)
|
2.08% | 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
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
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)
|
0.0211 | 0.0170 | 0.0079 | 0.0025 | 0.0000(b)(c) | ||||
Net realized gain
(loss)
|
0.0000(b) | — | 0.0000(b) | (0.0000)(b) | 0.0000(b) | ||||
Total from investment operations
|
0.0211 | 0.0170 | 0.0079 | 0.0025 | 0.0000(b) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.0211) | (0.0170) | (0.0079) | (0.0025) | (0.0000)(b) | ||||
Net realized gains
|
— | — | (0.0000)(b) | — | — | ||||
Total distributions
|
(0.0211) | (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)
|
2.13% | 1.76% | 0.79% | 0.25% | 0.00%(e) | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$52,826,660 | $32,939,927 | $38,921,503 | $43,302,733 | $13,516,264 | ||||
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% | 0.09% | ||||
Net investment income
(loss)
|
2.08% | 1.74% | 0.78% | 0.27% | 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 year. |
(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 7th 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 Expenses1 | 0.13% |
Total Annual Fund Operating Expenses | 0.18% |
Less Fee Waivers and/or Expense Reimbursements2 | (0.01)% |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements2 | 0.17% |
1 | Other expenses are based on estimates for the current fiscal year. |
2 | SSGA FM, as the investment adviser to the Fund is contractually obligated, through April 30, 2021 (i) to waive up to the full amount of the advisory fee payable by the Fund, and/or (ii) to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, interest, taxes, extraordinary expenses, acquired fund fees, any class-specific expenses, such as distribution, shareholder servicing, sub-transfer agency and administration fees) exceed 0.07% of average daily net assets on an annual basis (the “Total Annual Fund Operating Expense Waiver”). The Total Annual Fund Operating Expense Waiver may not be terminated prior to April 30, 2021 with respect to the Fund except with approval of the Fund's Board of Trustees. The Adviser and its affiliates, may voluntarily reduce all or a portion of their fees and/or reimburse expenses of the Fund or a share class to the extent necessary to attempt to avoid a negative yield (the “Voluntary Reduction”), or a yield below a specified level, which may vary from time to time in the Adviser's sole discretion. The Fund has agreed, subject to certain limitations, to reimburse the Adviser and its affiliates for the full dollar amount of any Voluntary Reduction incurred beginning on May 1, 2020. As of December 31, 2019, Adviser and its affiliates had not waived fees and/or reimbursed expenses under the Voluntary Reduction. Each of the Adviser and its affiliates may, in its sole discretion, irrevocably waive receipt of any or all reimbursement amounts due from the Fund. Any future reimbursement by the Fund of the Voluntary Reduction would increase the Fund's expenses and may reduce the Fund's yield during such period. There is no guarantee that the Voluntary Reduction will be in effect at any given time or that the Fund will be able to avoid a negative yield. |
1 year | 3 years | 5 years | 10 years | |||
$17 | $57 | $100 | $229 |
Service Class | |
To establish an account | $10,000,000 |
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 7th 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 02210 |
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. |
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 Expenses1 | 0.040% |
Total Annual Fund Operating Expenses | 0.040% |
Less Fee Waivers and/or Expense Reimbursements2,3 | (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, 2021 (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, 2021 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 |
Five
Years |
Since
Inception
|
Inception
Date |
|||||
9/18/2014 | ||||||||
Return Before Taxes | 8.69% | 2.95% | 3.18% | |||||
Return After Taxes on Distributions | 7.40% | 1.79% | 2.02% | |||||
Return After Taxes on Distributions and Sale of Fund Shares | 5.12% | 1.73% | 1.91% | |||||
Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes) | 8.72% | 3.05% | 3.28% |
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 Expenses1 | 0.03% |
Total Annual Fund Operating Expenses | 0.03% |
Less Fee Waivers and/or Expense Reimbursements2 | (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, 2021 (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, 2021 except with approval of the Portfolio's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | |||
$2 | $9 | $16 | $38 |
One
Year |
Five
Years |
Since
Inception
|
Inception
Date |
|||||
8/11/2014 | ||||||||
Return Before Taxes | 31.41% | 11.67% | 12.20% | |||||
Return After Taxes on Distributions | 30.28% | 10.26% | 10.78% | |||||
Return After Taxes on Distributions and Sale of Fund Shares | 18.70% | 8.70% | 9.16% | |||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | 31.49% | 11.70% | 12.24% |
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 |
Five
Years |
Since
Inception
|
Inception
Date |
|||||
9/16/2014 | ||||||||
Return Before Taxes | 21.70% | 5.67% | 3.76% | |||||
Return After Taxes on Distributions | 20.27% | 4.58% | 2.69% | |||||
Return After Taxes on Distributions and Sale of Fund Shares | 12.84% | 3.88% | 2.39% | |||||
MSCI ACWI ex USA Investable Market Index/MSCI ACWI ex USA Index1 (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | 21.68% | 5.53% | 3.78% | |||||
MSCI ACWI ex USA Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | 21.51% | 5.51% | 3.82% |
1 | Returns shown are reflective of the Index for periods beginning on the Benchmark Index Change Date and the Previous Benchmark Index for periods prior to the Benchmark Index Change Date. |
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 Reimbursements1 | (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, 2021 (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, 2021 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 | 27.98% | 9.69% | ||||
Return After Taxes on Distributions | 26.54% | 8.33% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 16.96% | 7.10% | ||||
Russell Small Cap Completeness Index (reflects no deduction for fees, expenses or taxes) | 28.04% | 11.32% |
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 All Cap Equity ex-U.S. Index Portfolio | |
Michael Feehily, Ted Janowsky and Karl Schneider | Small/Mid Cap Equity Index Portfolio |
Year
Ended 12/31/19 |
Year
Ended 12/31/18 |
Year
Ended 12/31/17 |
Year
Ended 12/31/16 |
Year
Ended 12/31/15 |
|||||
Net asset value, beginning of period
|
$ 9.71 | $ 10.00 | $ 9.91 | $ 9.89 | $ 10.14 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.28 | 0.26 | 0.23 | 0.23 | 0.20 | ||||
Net realized and unrealized gain
(loss)
|
0.57 | (0.28) | 0.10 | 0.01 | (0.13) | ||||
Total from investment operations
|
0.85 | (0.02) | 0.33 | 0.24 | 0.07 | ||||
Voluntary contribution from Adviser
|
— | — | — | — | 0.00(b) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.30) | (0.27) | (0.24) | (0.21) | (0.19) | ||||
Net realized gains
|
— | — | — | (0.01) | (0.11) | ||||
Return of Capital
|
— | — | — | — | (0.02) | ||||
Total distributions
|
(0.30) | (0.27) | (0.24) | (0.22) | (0.32) | ||||
Net asset value, end of period
|
$ 10.26 | $ 9.71 | $ 10.00 | $ 9.91 | $ 9.89 | ||||
Total return
(c)
|
8.69% | (0.12)% | 3.38% | 2.39% | 0.65%(d) | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$1,033,578 | $846,759 | $687,541 | $249,906 | $83,842 | ||||
Ratios to average net assets: | |||||||||
Total expenses
|
0.04% | 0.04% | 0.06% | 0.14% | 0.17% | ||||
Net expenses
|
0.03% | 0.03% | 0.03% | 0.01% | 0.03% | ||||
Net investment income
(loss)
|
2.76% | 2.73% | 2.31% | 2.24% | 2.00% | ||||
Portfolio turnover rate
|
69% | 90% | 99% | 194% | 62%(e) |
(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) | Portfolio turnover rate excludes to-be-announced (“TBA”) transactions. |
Year
Ended 12/31/19 |
Year
Ended 12/31/18 |
Year
Ended 12/31/17 |
Year
Ended 12/31/16 |
Year
Ended 12/31/15 |
|||||
Net asset value, beginning of period
|
$ 11.77 | $ 13.07 | $ 11.31 | $ 10.32 | $ 10.55 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.28 | 0.26 | 0.25 | 0.23 | 0.22 | ||||
Net realized and unrealized gain
(loss)
|
3.42 | (0.86) | 2.21 | 1.02 | (0.09) | ||||
Total from investment operations
|
3.70 | (0.60) | 2.46 | 1.25 | 0.13 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.26) | (0.26) | (0.27) | (0.18) | (0.20) | ||||
Net realized gains
|
(0.09) | (0.44) | (0.43) | (0.08) | (0.16) | ||||
Total distributions
|
(0.35) | (0.70) | (0.70) | (0.26) | (0.36) | ||||
Net asset value, end of period
|
$ 15.12 | $ 11.77 | $ 13.07 | $ 11.31 | $ 10.32 | ||||
Total return
(b)
|
31.41% | (4.42)% | 21.66% | 12.18% | 1.29% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$3,223,997 | $2,634,533 | $2,199,181 | $1,227,444 | $541,335 | ||||
Ratios to average net assets: | |||||||||
Total expenses
|
0.03% | 0.03% | 0.03% | 0.04% | 0.04% | ||||
Net expenses
|
0.02% | 0.02% | 0.03% | 0.03% | 0.03% | ||||
Net investment income
(loss)
|
2.01% | 1.93% | 1.98% | 2.15% | 2.05% | ||||
Portfolio turnover rate
|
21% | 8% | 30% | 5% | 5% |
(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. |
Year
Ended 12/31/19 |
Year
Ended 12/31/18 |
Year
Ended 12/31/17 |
Year
Ended 12/31/16 |
Year
Ended 12/31/15 |
|||||
Net asset value, beginning of period
|
$ 9.02 | $ 10.81 | $ 8.73 | $ 8.45 | $ 9.17 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.32 | 0.30 | 0.26 | 0.22 | 0.25 | ||||
Net realized and unrealized gain
(loss)
|
1.64 | (1.82) | 2.12 | 0.20 | (0.79) | ||||
Total from investment operations
|
1.96 | (1.52) | 2.38 | 0.42 | (0.54) | ||||
Voluntary contribution from Adviser
|
— | — | — | — | 0.00(b) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.32) | (0.27) | (0.25) | (0.14) | (0.18) | ||||
Net realized gains
|
— | (0.00)(b) | (0.05) | — | — | ||||
Total distributions
|
(0.32) | (0.27) | (0.30) | (0.14) | (0.18) | ||||
Net asset value, end of period
|
$ 10.66 | $ 9.02 | $ 10.81 | $ 8.73 | $ 8.45 | ||||
Total return
(c)
|
21.70% | (13.99)% | 27.20% | 5.06% | (5.84)%(d) | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$2,097,299 | $1,907,599 | $1,655,261 | $552,700 | $117,461 | ||||
Ratios to average net assets: | |||||||||
Total expenses
|
0.06% | 0.06% | 0.06% | 0.23% | 0.48% | ||||
Net expenses
|
0.06% | 0.06% | 0.06% | 0.08% | 0.08% | ||||
Net investment income
(loss)
|
3.19% | 2.89% | 2.59% | 2.51% | 2.73% | ||||
Portfolio turnover rate
|
28% | 4% | 2% | 8% | 3% |
(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%. |
Year
Ended 12/31/19 |
Year
Ended 12/31/18 |
Year
Ended 12/31/17 |
Year
Ended 12/31/16 |
For
the
Period 08/12/15* - 12/31/15 |
|||||
Net asset value, beginning of period
|
$ 10.31 | $ 12.10 | $ 10.65 | $ 9.30 | $ 10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.18 | 0.19 | 0.17 | 0.15 | 0.06 | ||||
Net realized and unrealized gain
(loss)
|
2.71 | (1.31) | 1.76 | 1.38 | (0.69) | ||||
Total from investment operations
|
2.89 | (1.12) | 1.93 | 1.53 | (0.63) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.17) | (0.19) | (0.15) | (0.09) | (0.06) | ||||
Net realized gains
|
(0.30) | (0.48) | (0.33) | (0.09) | (0.01) | ||||
Total distributions
|
(0.47) | (0.67) | (0.48) | (0.18) | (0.07) | ||||
Net asset value, end of period
|
$ 12.73 | $ 10.31 | $ 12.10 | $ 10.65 | $ 9.30 | ||||
Total return
(b)
|
27.98% | (9.07)% | 18.20% | 16.46% | 6.30% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$749,202 | $628,732 | $464,870 | $142,269 | $28,151 | ||||
Ratios to average net assets: | |||||||||
Total expenses
|
0.05% | 0.05% | 0.07% | 0.22% | 0.41%(c) | ||||
Net expenses
|
0.03% | 0.03% | 0.03% | 0.03% | 0.03%(c) | ||||
Net investment income
(loss)
|
1.48% | 1.52% | 1.46% | 1.55% | 1.61%(c) | ||||
Portfolio turnover rate
|
51% | 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 Expenses1 | 0.29% | 0.09% | |
Acquired Fund Fees and Expenses | 0.10% | 0.10% | |
Total Annual Fund Operating Expenses | 0.44% | 0.24% | |
Less Fee Waivers and/or Expense Reimbursements2 | (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, 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, 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, 2021 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 2020 Fund |
|
State Street Equity 500 Index II Portfolio | 21.15% | |
State Street Small/Mid Cap Equity Index Portfolio | 4.47% | |
State Street Global All Cap Equity ex-U.S. Index Portfolio | 16.25% | |
State Street Aggregate Bond Index Portfolio | 20.75% | |
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 18.00% | |
SPDR Bloomberg Barclays High Yield Bond ETF | 7.00% | |
SPDR Dow Jones Global Real Estate ETF | 5.00% | |
SPDR Portfolio Long Term Treasury ETF | 0.00% | |
SPDR Portfolio Short Term Treasury ETF | 5.90% | |
SPDR Portfolio Short Term Corporate Bond ETF | 1.48% |
One
Year |
Five
Years |
Since
Inception
|
Inception
Date |
|||||
Class I | 9/30/2014 | |||||||
Return Before Taxes | 17.53% | 6.17% | 6.21% | |||||
Return After Taxes on Distributions | 15.53% | 5.00% | 5.07% | |||||
Return After Taxes on Distributions and Sale of Fund Shares | 11.16% | 4.48% | 4.52% | |||||
Class K | 17.55% | 6.20% | 6.23% | 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) | 17.65% | 6.32% | 6.41% | |||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | 31.49% | 11.70% | 12.13% |
Class I | |
To establish an account | None |
To add to an existing account | None |
Class K | |
To establish an account | None |
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 Expenses1 | 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 Reimbursements2 | (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, 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, 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, 2021 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 | 27.11% | |
State Street Small/Mid Cap Equity Index Portfolio | 6.49% | |
State Street Global All Cap Equity ex-U.S. Index Portfolio | 23.14% | |
State Street Aggregate Bond Index Portfolio | 19.43% | |
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 9.94% | |
SPDR Bloomberg Barclays High Yield Bond ETF | 6.26% | |
SPDR Dow Jones Global Real Estate ETF | 2.63% | |
SPDR Portfolio Long Term Treasury ETF | 4.75% | |
SPDR Portfolio Short Term Treasury ETF | 0.20% | |
SPDR Portfolio Short Term Corporate Bond ETF | 0.05% |
One
Year |
Five
Years |
Since
Inception
|
Inception
Date |
|||||
Class I | 9/30/2014 | |||||||
Return Before Taxes | 20.76% | 7.11% | 7.16% | |||||
Return After Taxes on Distributions | 18.45% | 5.87% | 5.94% | |||||
Return After Taxes on Distributions and Sale of Fund Shares | 13.02% | 5.15% | 5.20% | |||||
Class K | 20.63% | 7.13% | 7.18% | 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) | 20.74% | 7.25% | 7.36% | |||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | 31.49% | 11.70% | 12.13% |
Class I | |
To establish an account | None |
To add to an existing account | None |
Class K | |
To establish an account | None |
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 Expenses1 | 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 Reimbursements2 | (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, 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, 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, 2021 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 | 31.22% | |
State Street Small/Mid Cap Equity Index Portfolio | 8.51% | |
State Street Global All Cap Equity ex-U.S. Index Portfolio | 29.27% | |
State Street Aggregate Bond Index Portfolio | 15.84% | |
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 0.50% | |
SPDR Bloomberg Barclays High Yield Bond ETF | 4.79% | |
SPDR Dow Jones Global Real Estate ETF | 0.13% | |
SPDR Portfolio Long Term Treasury ETF | 9.75% | |
SPDR Portfolio Short Term Treasury ETF | 0.00% | |
SPDR Portfolio Short Term Corporate Bond ETF | 0.00% |
One
Year |
Five
Years |
Since
Inception
|
Inception
Date |
|||||
Class I | 9/30/2014 | |||||||
Return Before Taxes | 22.55% | 7.60% | 7.66% | |||||
Return After Taxes on Distributions | 20.50% | 6.56% | 6.61% | |||||
Return After Taxes on Distributions and Sale of Fund Shares | 14.42% | 5.73% | 5.77% | |||||
Class K | 22.52% | 7.63% | 7.70% | 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) | 22.60% | 7.73% | 7.83% | |||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | 31.49% | 11.70% | 12.13% |
Class I | |
To establish an account | None |
To add to an existing account | None |
Class K | |
To establish an account | None |
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 Expenses1 | 0.30% | 0.10% | |
Acquired Fund Fees and Expenses | 0.04% | 0.04% | |
Total Annual Fund Operating Expenses | 0.39% | 0.19% | |
Less Fee Waivers and/or Expense Reimbursements2 | (0.10)% | (0.10)% | |
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, 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, 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, 2021 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class I | $30 | $115 | $209 | $483 | |||
Class K | $ 9 | $ 51 | $ 97 | $233 |
Underlying Funds |
Target
Retirement 2035 Fund |
|
State Street Equity 500 Index II Portfolio | 33.58% | |
State Street Small/Mid Cap Equity Index Portfolio | 10.48% | |
State Street Global All Cap Equity ex-U.S. Index Portfolio | 32.57% | |
State Street Aggregate Bond Index Portfolio | 11.39% | |
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 0.00% | |
SPDR Bloomberg Barclays High Yield Bond ETF | 1.99% | |
SPDR Dow Jones Global Real Estate ETF | 0.00% | |
SPDR Portfolio Long Term Treasury ETF | 10.00% | |
SPDR Portfolio Short Term Treasury ETF | 0.00% | |
SPDR Portfolio Short Term Corporate Bond ETF | 0.00% |
One
Year |
Five
Years |
Since
Inception
|
Inception
Date |
|||||
Class I | 9/30/2014 | |||||||
Return Before Taxes | 23.62% | 7.93% | 7.98% | |||||
Return After Taxes on Distributions | 21.66% | 6.95% | 7.00% | |||||
Return After Taxes on Distributions and Sale of Fund Shares | 15.09% | 6.03% | 6.07% | |||||
Class K | 23.61% | 7.99% | 8.04% | 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) | 23.77% | 8.05% | 8.15% | |||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | 31.49% | 11.70% | 12.13% |
Class I | |
To establish an account | None |
To add to an existing account | None |
Class K | |
To establish an account | None |
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 Expenses1 | 0.31% | 0.11% | |
Acquired Fund Fees and Expenses | 0.04% | 0.04% | |
Total Annual Fund Operating Expenses | 0.40% | 0.20% | |
Less Fee Waivers and/or Expense Reimbursements2 | (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, 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, 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, 2021 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 2040 Fund |
|
State Street Equity 500 Index II Portfolio | 35.01% | |
State Street Small/Mid Cap Equity Index Portfolio | 12.57% | |
State Street Global All Cap Equity ex-U.S. Index Portfolio | 35.17% | |
State Street Aggregate Bond Index Portfolio | 7.25% | |
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 0.00% | |
SPDR Bloomberg Barclays High Yield Bond ETF | 0.00% | |
SPDR Dow Jones Global Real Estate ETF | 0.00% | |
SPDR Portfolio Long Term Treasury ETF | 10.00% | |
SPDR Portfolio Short Term Treasury ETF | 0.00% | |
SPDR Portfolio Short Term Corporate Bond ETF | 0.00% |
One
Year |
Five
Years |
Since
Inception
|
Inception
Date |
|||||
Class I | 9/30/2014 | |||||||
Return Before Taxes | 24.64% | 8.18% | 8.22% | |||||
Return After Taxes on Distributions | 22.73% | 7.22% | 7.23% | |||||
Return After Taxes on Distributions and Sale of Fund Shares | 15.70% | 6.25% | 6.26% | |||||
Class K | 24.66% | 8.18% | 8.24% | 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) | 24.74% | 8.30% | 8.39% | |||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | 31.49% | 11.70% | 12.13% |
Class I | |
To establish an account | None |
To add to an existing account | None |
Class K | |
To establish an account | None |
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 Expenses1 | 0.32% | 0.12% | |
Acquired Fund Fees and Expenses | 0.04% | 0.04% | |
Total Annual Fund Operating Expenses | 0.41% | 0.21% | |
Less Fee Waivers and/or Expense Reimbursements2 | (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, 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, 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, 2021 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 2045 Fund |
|
State Street Equity 500 Index II Portfolio | 35.63% | |
State Street Small/Mid Cap Equity Index Portfolio | 14.83% | |
State Street Global All Cap Equity ex-U.S. Index Portfolio | 37.29% | |
State Street Aggregate Bond Index Portfolio | 2.25% | |
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 0.00% | |
SPDR Bloomberg Barclays High Yield Bond ETF | 0.00% | |
SPDR Dow Jones Global Real Estate ETF | 0.00% | |
SPDR Portfolio Long Term Treasury ETF | 10.00% | |
SPDR Portfolio Short Term Treasury ETF | 0.00% | |
SPDR Portfolio Short Term Corporate Bond ETF | 0.00% |
One
Year |
Five
Years |
Since
Inception
|
Inception
Date |
|||||
Class I | 9/30/2014 | |||||||
Return Before Taxes | 25.45% | 8.39% | 8.42% | |||||
Return After Taxes on Distributions | 23.57% | 7.46% | 7.39% | |||||
Return After Taxes on Distributions and Sale of Fund Shares | 16.18% | 6.44% | 6.40% | |||||
Class K | 25.49% | 8.40% | 8.44% | 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) | 25.62% | 8.51% | 8.60% | |||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | 31.49% | 11.70% | 12.13% |
Class I | |
To establish an account | None |
To add to an existing account | None |
Class K | |
To establish an account | None |
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 Expenses1 | 0.36% | 0.16% | |
Acquired Fund Fees and Expenses | 0.04% | 0.04% | |
Total Annual Fund Operating Expenses | 0.45% | 0.25% | |
Less Fee Waivers and/or Expense Reimbursements2 | (0.16)% | (0.16)% | |
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, 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, 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, 2021 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class I | $30 | $128 | $236 | $551 | |||
Class K | $ 9 | $ 64 | $125 | $302 |
Underlying Funds |
Target
Retirement 2050 Fund |
|
State Street Equity 500 Index II Portfolio | 35.80% | |
State Street Small/Mid Cap Equity Index Portfolio | 15.95% | |
State Street Global All Cap Equity ex-U.S. Index Portfolio | 38.25% | |
State Street Aggregate Bond Index Portfolio | 0.00% | |
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 0.00% | |
SPDR Bloomberg Barclays High Yield Bond ETF | 0.00% | |
SPDR Dow Jones Global Real Estate ETF | 0.00% | |
SPDR Portfolio Long Term Treasury ETF | 10.00% | |
SPDR Portfolio Short Term Treasury ETF | 0.00% | |
SPDR Portfolio Short Term Corporate Bond ETF | 0.00% |
One
Year |
Five
Years |
Since
Inception
|
Inception
Date |
|||||
Class I | 9/30/2014 | |||||||
Return Before Taxes | 25.76% | 8.33% | 8.36% | |||||
Return After Taxes on Distributions | 23.74% | 7.37% | 7.30% | |||||
Return After Taxes on Distributions and Sale of Fund Shares | 16.49% | 6.39% | 6.35% | |||||
Class K | 25.81% | 8.35% | 8.38% | 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) | 25.85% | 8.53% | 8.61% | |||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | 31.49% | 11.70% | 12.13% |
Class I | |
To establish an account | None |
To add to an existing account | None |
Class K | |
To establish an account | None |
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 Expenses1 | 0.45% | 0.25% | |
Acquired Fund Fees and Expenses | 0.04% | 0.04% | |
Total Annual Fund Operating Expenses | 0.54% | 0.34% | |
Less Fee Waivers and/or Expense Reimbursements2 | (0.25)% | (0.25)% | |
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, 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, 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, 2021 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class I | $30 | $148 | $277 | $653 | |||
Class K | $ 9 | $ 84 | $166 | $406 |
Underlying Funds |
Target
Retirement 2055 Fund |
|
State Street Equity 500 Index II Portfolio | 35.80% | |
State Street Small/Mid Cap Equity Index Portfolio | 15.95% | |
State Street Global All Cap Equity ex-U.S. Index Portfolio | 38.25% | |
State Street Aggregate Bond Index Portfolio | 0.00% | |
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 0.00% | |
SPDR Bloomberg Barclays High Yield Bond ETF | 0.00% | |
SPDR Dow Jones Global Real Estate ETF | 0.00% | |
SPDR Portfolio Long Term Treasury ETF | 10.00% | |
SPDR Portfolio Short Term Treasury ETF | 0.00% | |
SPDR Portfolio Short Term Corporate Bond ETF | 0.00% |
One
Year |
Five
Years |
Since
Inception
|
Inception
Date |
|||||
Class I | 9/30/2014 | |||||||
Return Before Taxes | 25.65% | 8.41% | 8.43% | |||||
Return After Taxes on Distributions | 23.83% | 7.45% | 7.38% | |||||
Return After Taxes on Distributions and Sale of Fund Shares | 16.27% | 6.44% | 6.40% | |||||
Class K | 25.70% | 8.38% | 8.41% | 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) | 25.85% | 8.53% | 8.61% | |||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | 31.49% | 11.70% | 12.13% |
Class I | |
To establish an account | None |
To add to an existing account | None |
Class K | |
To establish an account | None |
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 Expenses1 | 0.99% | 0.79% | |
Acquired Fund Fees and Expenses | 0.05% | 0.05% | |
Total Annual Fund Operating Expenses | 1.09% | 0.89% | |
Less Fee Waivers and/or Expense Reimbursements2 | (0.80)% | (0.80)% | |
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, 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, 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, 2021 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class I | $30 | $267 | $523 | $1,257 | |||
Class K | $ 9 | $204 | $415 | $1,022 |
Underlying Funds |
Target
Retirement 2060 Fund |
|
State Street Equity 500 Index II Portfolio | 35.80% | |
State Street Small/Mid Cap Equity Index Portfolio | 15.95% | |
State Street Global All Cap Equity ex-U.S. Index Portfolio | 38.25% | |
State Street Aggregate Bond Index Portfolio | 0.00% | |
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 0.00% | |
SPDR Bloomberg Barclays High Yield Bond ETF | 0.00% | |
SPDR Dow Jones Global Real Estate ETF | 0.00% | |
SPDR Portfolio Long Term Treasury ETF | 10.00% | |
SPDR Portfolio Short Term Treasury ETF | 0.00% | |
SPDR Portfolio Short Term Corporate Bond ETF | 0.00% |
One
Year |
Five
Years |
Since
Inception
|
Inception
Date |
|||||
Class I | 9/30/2014 | |||||||
Return Before Taxes | 25.86% | 8.35% | 8.37% | |||||
Return After Taxes on Distributions | 24.77% | 7.25% | 7.19% | |||||
Return After Taxes on Distributions and Sale of Fund Shares | 15.84% | 6.27% | 6.23% | |||||
Class K | 25.87% | 8.35% | 8.38% | 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) | 25.85% | 8.53% | 8.61% | |||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes) | 31.49% | 11.70% | 12.13% |
Class I | |
To establish an account | None |
To add to an existing account | None |
Class K | |
To establish an account | None |
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 Expenses1 | 11.26% | 11.06% | |
Acquired Fund Fees and Expenses | 0.06% | 0.06% | |
Total Annual Fund Operating Expenses | 11.37% | 11.17% | |
Less Fee Waivers and/or Expense Reimbursements2 | (11.08)% | (11.08)% | |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.29% | 0.09% |
1 | Other expenses are based on estimates for the current fiscal year. |
2 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2021 (i) to waive up to the full amount of the advisory fee payable by the Fund, and/or (ii) to reimburse the Fund 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, 2021 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | ||
Class I | $30 | $2,262 | |
Class K | $ 9 | $2,211 |
Underlying Funds |
Target
Retirement 2065 Fund |
|
State Street Equity 500 Index II Portfolio | 35.80% | |
State Street Small/Mid Cap Equity Index Portfolio | 15.95% | |
State Street Global All Cap Equity ex-U.S. Index Portfolio | 38.25% | |
State Street Aggregate Bond Index Portfolio | 0.00% | |
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 0.00% | |
SPDR Bloomberg Barclays High Yield Bond ETF | 0.00% | |
SPDR Dow Jones Global Real Estate ETF | 0.00% | |
SPDR Portfolio Long Term Treasury ETF | 10.00% | |
SPDR Portfolio Short Term Treasury ETF | 0.00% | |
SPDR Portfolio Short Term Corporate Bond ETF | 0.00% |
Class I | |
To establish an account | None |
To add to an existing account | None |
Class K | |
To establish an account | None |
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 Expenses1 | 0.39% | 0.19% | |
Acquired Fund Fees and Expenses | 0.12% | 0.12% | |
Total Annual Fund Operating Expenses | 0.56% | 0.36% | |
Less Fee Waivers and/or Expense Reimbursements2 | (0.27)% | (0.27)% | |
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, 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, 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, 2021 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class I | $30 | $152 | $286 | $676 | |||
Class K | $ 9 | $ 88 | $175 | $429 |
Underlying Funds |
Target
Retirement Fund |
|
State Street Equity 500 Index II Portfolio | 15.57% | |
State Street Small/Mid Cap Equity Index Portfolio | 2.93% | |
State Street Global All Cap Equity ex-U.S. Index Portfolio | 11.50% | |
State Street Aggregate Bond Index Portfolio | 20.00% | |
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 18.00% | |
SPDR Bloomberg Barclays High Yield Bond ETF | 7.00% | |
SPDR Dow Jones Global Real Estate ETF | 5.00% | |
SPDR Portfolio Long Term Treasury ETF | 0.00% | |
SPDR Portfolio Short Term Treasury ETF | 16.00% | |
SPDR Portfolio Short Term Corporate Bond ETF | 4.00% |
One
Year |
Five
Years |
Since
Inception
|
Inception
Date |
|||||
Class I | 9/30/2014 | |||||||
Return Before Taxes | 13.98% | 4.89% | 4.78% | |||||
Return After Taxes on Distributions | 12.68% | 3.88% | 3.79% | |||||
Return After Taxes on Distributions and Sale of Fund Shares | 8.49% | 3.43% | 3.35% | |||||
Class K | 14.00% | 4.85% | 4.76% | 9/30/2014 | ||||
State Street Target Retirement Composite Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | 14.03% | 4.95% | 4.95% | |||||
Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes) | 8.72% | 3.05% | 3.25% |
Class I | |
To establish an account | None |
To add to an existing account | None |
Class K | |
To establish an account | None |
To add to an existing account | None |
Underlying Funds | Retirement | 2020 | 2025 | 2030 | 2035 | 2040 | ||||||
State Street Equity 500 Index II Portfolio | 15.58% | 21.15% | 27.11% | 31.22% | 33.58% | 35.01% | ||||||
State Street Small/Mid Cap Equity Index Portfolio | 2.93% | 4.47% | 6.49% | 8.51% | 10.48% | 12.57% | ||||||
State Street Global All Cap Equity ex-U.S. Index Portfolio | 11.50% | 16.25% | 23.14% | 29.27% | 32.57% | 35.17% | ||||||
State Street Aggregate Bond Index Portfolio | 20.00% | 20.75% | 19.43% | 15.84% | 11.39% | 7.25% | ||||||
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 18.00% | 18.00% | 9.94% | 0.50% | 0.00% | 0.00% | ||||||
SPDR Bloomberg Barclays High Yield Bond ETF | 7.00% | 7.00% | 6.26% | 4.79% | 1.99% | 0.00% | ||||||
SPDR Dow Jones Global Real Estate ETF | 5.00% | 5.00% | 2.63% | 0.13% | 0.00% | 0.00% | ||||||
SPDR Portfolio Long Term Treasury ETF | 0.00% | 0.00% | 4.75% | 9.75% | 10.00% | 10.00% | ||||||
SPDR Portfolio Short Term Treasury ETF | 16.00% | 5.90% | 0.20% | 0.00% | 0.00% | 0.00% | ||||||
SPDR Portfolio Short Term Corporate Bond ETF | 4.00% | 1.47% | 0.05% | 0.00% | 0.00% | 0.00% |
Underlying Funds | 2045 | 2050 | 2055 | 2060 | 2065 | |||||
State Street Equity 500 Index II Portfolio | 35.63% | 35.80% | 35.80% | 35.80% | 35.80% | |||||
State Street Small/Mid Cap Equity Index Portfolio | 14.83% | 15.95% | 15.95% | 15.95% | 15.95% | |||||
State Street Global All Cap Equity ex-U.S. Index Portfolio | 37.29% | 38.25% | 38.25% | 38.25% | 38.25% | |||||
State Street Aggregate Bond Index Portfolio | 2.25% | 0.00% | 0.00% | 0.00% | 0.00% | |||||
SPDR Bloomberg Barclays 1-10 Year TIPS ETF | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |||||
SPDR Bloomberg Barclays High Yield Bond ETF | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |||||
SPDR Dow Jones Global Real Estate ETF | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |||||
SPDR Portfolio Long Term Treasury ETF | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | |||||
SPDR Portfolio Short Term Treasury ETF | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |||||
SPDR Portfolio Short Term Corporate Bond ETF | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
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 2065 Fund | 0.05% |
Target Retirement Fund | 0.05% |
Class I | Class K | |
Availability | Limited to certain investors serviced through a Financial Intermediary receiving a fee from the fund for shareholder servicing or similar services. | Limited to certain investors, including certain financial institutions, qualified recordkeepers and employer-sponsored retirement plans. |
Minimum Initial Investment | There is no minimum investment for Class I shares. | There is no minimum investment for Class K shares. |
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) that have entered into agreements with the Fund to purchase Class I 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. | Defined contribution, defined benefit and other employer-sponsored employee benefit plans, whether or not qualified under the Code. |
1. | Banks, broker-dealers and other financial institutions (including registered investment advisers and financial planners) purchasing Fund 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 recordkeepers with an applicable agreement maintained with SSGA FD; |
3. | Endowments and foundations, and defined contribution, defined benefit, and other employer-sponsored employee benefit plans, whether or not qualified under the Internal Revenue Code (the “Code”); |
4. | Certain other registered open-end investment companies whose shares are distributed by SSGA FD; |
5. | 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; |
6. | Qualified state tuition plans described in Section 529 of the Code and donor-advised charitable gift funds (subject to all applicable terms and conditions); |
7. | Health Savings Accounts under Section 223 of the Code if such accounts are maintained by the Fund at an omnibus level; |
8. | Collective investment trusts. |
• | The State Street Funds' transfer agent compiles, monitors and reports account-level information on omnibus and underlying shareholder/participant activity. Depending on the account type, monitoring will be performed on a daily, monthly, quarterly and/or annual basis; |
• | The State Street Funds' distributor has obtained information from each Financial Intermediary holding shares in an omnibus account with the State Street Funds regarding whether the Financial Intermediary has adopted and maintains procedures that are reasonably designed to protect the Funds against harmful short-term trading; and |
• | With respect to State Street Funds that invest in securities that trade on foreign markets, pursuant to the State Street Funds' fair valuation procedures, pricing adjustments may be made based on information received from a third-party, multi-factor fair valuation pricing service. |
1. | Alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, service, or privilege at any time; |
2. | Accept initial purchases by telephone; |
3. | Freeze any account and/or suspend account services if the State Street Funds has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if we reasonably believe a fraudulent transaction may occur or has occurred; |
4. | Temporarily freeze any account and/or suspend account services upon initial notification to the State Street Funds of the death of the shareholder until the State Street Funds receive required documentation in good order; |
5. | Alter, impose, discontinue, or waive any redemption fee, account service fee, or other fees charged to a group of shareholders; and |
6. | Redeem an account or suspend account privileges, without the owner's permission to do so, in cases of threatening conduct or activity the State Street Funds believe to be suspicious, fraudulent, or illegal. |
• | Reinvestment Option—Dividends and capital gain distributions will be automatically reinvested in additional shares of a Fund. If you do not indicate a choice on the application, this option will be automatically assigned. |
• | Income-Earned Option—Capital gain distributions will be automatically reinvested, but a check, direct deposit or wire will be sent for each dividend distribution. |
• | Cash Option—A check, wire or direct deposit will be sent for each dividend and capital gain distribution. |
• | Direct Dividends Option—Dividends and capital gain distributions will be automatically invested in another identically registered State Street Fund of the same share class. |
Class I | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$10.01 | $10.85 | $10.09 | $ 9.72 | $10.03 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.42 | 0.20 | 0.19 | 0.19 | 0.23 | ||||
Net realized and unrealized gain
(loss)
|
1.04 | (0.52) | 0.86 | 0.41 | (0.31) | ||||
Total from investment operations
|
1.46 | (0.32) | 1.05 | 0.60 | (0.08) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.33) | (0.28) | (0.19) | (0.16) | (0.18) | ||||
Net realized gains
|
(0.24) | (0.24) | (0.10) | (0.07) | (0.05) | ||||
Total distributions
|
(0.57) | (0.52) | (0.29) | (0.23) | (0.23) | ||||
Net asset value, end of period
|
$ 10.90 | $ 10.01 | $ 10.85 | $ 10.09 | $ 9.72 | ||||
Total return
(b)
|
14.59% | (2.89)%(c) | 10.39% | 6.19% | (0.75)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$ 91 | $ 42 | $ 189 | $ 819 | $1,030 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(d)
|
0.22% | 0.23% | 0.27% | 0.58% | 5.07% | ||||
Net expenses
(d)
|
(0.01)%(e) | 0.03% | (0.05)%(e) | 0.01% | 0.02% | ||||
Net investment income
(loss)
|
3.87% | 1.87% | 1.79% | 1.85% | 2.32% | ||||
Portfolio turnover rate
|
20% | 29% | 34% | 49% | 55% |
(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) | 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. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Due to the Fund waiving acquired Fund fees, the waiver exceeded total fund expenses. |
Class K | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$ 10.01 | $ 10.85 | $ 10.09 | $ 9.72 | $10.03 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.31 | 0.28 | 0.29 | 0.28 | 0.22 | ||||
Net realized and unrealized gain
(loss)
|
1.14 | (0.59) | 0.76 | 0.32 | (0.30) | ||||
Total from investment operations
|
1.45 | (0.31) | 1.05 | 0.60 | (0.08) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.33) | (0.29) | (0.19) | (0.16) | (0.18) | ||||
Net realized gains
|
(0.24) | (0.24) | (0.10) | (0.07) | (0.05) | ||||
Total distributions
|
(0.57) | (0.53) | (0.29) | (0.23) | (0.23) | ||||
Net asset value, end of period
|
$ 10.89 | $ 10.01 | $ 10.85 | $ 10.09 | $ 9.72 | ||||
Total return
(b)
|
14.49% | (2.86)%(c) | 10.39% | 6.19% | (0.74)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$224,152 | $258,012 | $246,006 | $71,486 | $3,707 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(d)
|
0.20% | 0.21% | 0.26% | 0.58% | 5.07% | ||||
Net expenses
(d)
|
(0.03)%(e) | (0.00)%(e)(f) | (0.02)%(e) | (0.01)%(e) | 0.02% | ||||
Net investment income
(loss)
|
2.85% | 2.54% | 2.71% | 2.72% | 2.19% | ||||
Portfolio turnover rate
|
20% | 29% | 34% | 49% | 55% |
(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) | 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. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Due to the Fund waiving acquired Fund fees, the waiver exceeded total fund expenses. |
(f) | Ratio is less than 0.005% |
Class I | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$10.29 | $11.34 | $10.27 | $ 9.75 | $10.14 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.32 | 0.43 | 0.25 | 0.16 | 0.33 | ||||
Net realized and unrealized gain
(loss)
|
1.48 | (0.90) | 1.13 | 0.54 | (0.49) | ||||
Total from investment operations
|
1.80 | (0.47) | 1.38 | 0.70 | (0.16) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.33) | (0.29) | (0.23) | (0.17) | (0.22) | ||||
Net realized gains
|
(0.37) | (0.29) | (0.08) | (0.01) | (0.01) | ||||
Total distributions
|
(0.70) | (0.58) | (0.31) | (0.18) | (0.23) | ||||
Net asset value, end of period
|
$ 11.39 | $ 10.29 | $ 11.34 | $ 10.27 | $ 9.75 | ||||
Total return
(b)
|
17.53% | (4.17)%(c) | 13.38% | 7.34% | (1.56)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$2,116 | $1,798 | $ 680 | $ 797 | $1,811 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(d)
|
0.15% | 0.16% | 0.15% | 0.30% | 0.55% | ||||
Net expenses
(d)
|
0.01% | 0.02% | 0.01% | 0.07% | 0.01% | ||||
Net investment income
(loss)
|
2.83% | 3.85% | 2.29% | 1.54% | 3.28% | ||||
Portfolio turnover rate
|
21% | 22% | 18% | 28% | 39% |
(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) | 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. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
Class K | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$ 10.29 | $ 11.34 | $ 10.28 | $ 9.74 | $ 10.13 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.33 | 0.29 | 0.29 | 0.27 | 0.23 | ||||
Net realized and unrealized gain
(loss)
|
1.48 | (0.76) | 1.08 | 0.45 | (0.39) | ||||
Total from investment operations
|
1.81 | (0.47) | 1.37 | 0.72 | (0.16) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.33) | (0.29) | (0.23) | (0.17) | (0.22) | ||||
Net realized gains
|
(0.37) | (0.29) | (0.08) | (0.01) | (0.01) | ||||
Total distributions
|
(0.70) | (0.58) | (0.31) | (0.18) | (0.23) | ||||
Net asset value, end of period
|
$ 11.40 | $ 10.29 | $ 11.34 | $ 10.28 | $ 9.74 | ||||
Total return
(b)
|
17.55% | (4.16)%(c) | 13.38% | 7.45% | (1.57)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$783,033 | $847,142 | $775,643 | $235,727 | $52,303 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(d)
|
0.14% | 0.15% | 0.15% | 0.24% | 0.55% | ||||
Net expenses
(d)
|
(0.01)%(e) | 0.01% | 0.02% | 0.01% | 0.01% | ||||
Net investment income
(loss)
|
2.88% | 2.60% | 2.67% | 2.60% | 2.29% | ||||
Portfolio turnover rate
|
21% | 22% | 18% | 28% | 39% |
(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) | 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. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Due to the Fund waiving acquired Fund fees, the waiver exceeded total fund expenses. |
Class I | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$10.53 | $11.74 | $10.33 | $ 9.74 | $10.16 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.37 | 0.23 | 0.26 | 0.15 | 0.37 | ||||
Net realized and unrealized gain
(loss)
|
1.81 | (0.87) | 1.45 | 0.63 | (0.56) | ||||
Total from investment operations
|
2.18 | (0.64) | 1.71 | 0.78 | (0.19) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.33) | (0.29) | (0.23) | (0.16) | (0.20) | ||||
Net realized gains
|
(0.46) | (0.28) | (0.07) | (0.03) | (0.03) | ||||
Total distributions
|
(0.79) | (0.57) | (0.30) | (0.19) | (0.23) | ||||
Net asset value, end of period
|
$ 11.92 | $ 10.53 | $ 11.74 | $ 10.33 | $ 9.74 | ||||
Total return
(b)
|
20.76% | (5.48)%(c) | 16.54% | 8.01% | (1.87)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$2,019 | $1,155 | $2,232 | $2,110 | $3,293 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(d)
|
0.15% | 0.15% | 0.15% | 0.33% | 1.31% | ||||
Net expenses
(d)
|
0.02% | 0.05% | 0.03% | 0.08% | 0.03% | ||||
Net investment income
(loss)
|
3.10% | 1.98% | 2.36% | 1.53% | 3.71% | ||||
Portfolio turnover rate
|
27% | 15% | 10% | 21% | 51% |
(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) | 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. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
Class K | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$ 10.55 | $ 11.75 | $ 10.34 | $ 9.75 | $ 10.16 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.33 | 0.31 | 0.30 | 0.29 | 0.29 | ||||
Net realized and unrealized gain
(loss)
|
1.85 | (0.94) | 1.41 | 0.49 | (0.47) | ||||
Total from investment operations
|
2.18 | (0.63) | 1.71 | 0.78 | (0.18) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.33) | (0.29) | (0.23) | (0.16) | (0.20) | ||||
Net realized gains
|
(0.46) | (0.28) | (0.07) | (0.03) | (0.03) | ||||
Total distributions
|
(0.79) | (0.57) | (0.30) | (0.19) | (0.23) | ||||
Net asset value, end of period
|
$ 11.94 | $ 10.55 | $ 11.75 | $ 10.34 | $ 9.75 | ||||
Total return
(b)
|
20.63% | (5.38)%(c) | 16.52% | 8.00% | (1.77)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$1,035,188 | $1,007,169 | $830,080 | $206,696 | $21,815 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(d)
|
0.14% | 0.14% | 0.15% | 0.28% | 1.31% | ||||
Net expenses
(d)
|
0.01% | 0.04% | 0.04% | 0.04% | 0.03% | ||||
Net investment income
(loss)
|
2.83% | 2.63% | 2.63% | 2.81% | 2.86% | ||||
Portfolio turnover rate
|
27% | 15% | 10% | 21% | 51% |
(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) | 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. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
Class I | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$10.67 | $11.98 | $10.37 | $ 9.76 | $10.15 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.38 | 0.29 | 0.25 | 0.14 | 0.35 | ||||
Net realized and unrealized gain
(loss)
|
2.03 | (1.05) | 1.64 | 0.65 | (0.54) | ||||
Total from investment operations
|
2.41 | (0.76) | 1.89 | 0.79 | (0.19) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.32) | (0.27) | (0.23) | (0.16) | (0.20) | ||||
Net realized gains
|
(0.50) | (0.28) | (0.05) | (0.02) | (0.00)(b) | ||||
Total distributions
|
(0.82) | (0.55) | (0.28) | (0.18) | (0.20) | ||||
Net asset value, end of period
|
$ 12.26 | $ 10.67 | $ 11.98 | $ 10.37 | $ 9.76 | ||||
Total return
(c)
|
22.55% | (6.24)% | 18.27% | 8.10% | (1.83)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$2,837 | $1,768 | $1,716 | $1,522 | $2,066 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(d)
|
0.15% | 0.15% | 0.15% | 0.30% | 0.59% | ||||
Net expenses
(d)
|
0.04% | 0.07% | 0.06% | 0.08% | 0.03% | ||||
Net investment income
(loss)
|
3.12% | 2.44% | 2.25% | 1.39% | 3.52% | ||||
Portfolio turnover rate
|
30% | 12% | 7% | 18% | 33% |
(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. |
Class K | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$ 10.69 | $ 12.00 | $ 10.38 | $ 9.76 | $ 10.15 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.33 | 0.29 | 0.28 | 0.25 | 0.25 | ||||
Net realized and unrealized gain
(loss)
|
2.07 | (1.04) | 1.62 | 0.55 | (0.44) | ||||
Total from investment operations
|
2.40 | (0.75) | 1.90 | 0.80 | (0.19) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.32) | (0.28) | (0.23) | (0.16) | (0.20) | ||||
Net realized gains
|
(0.50) | (0.28) | (0.05) | (0.02) | (0.00)(b) | ||||
Total distributions
|
(0.82) | (0.56) | (0.28) | (0.18) | (0.20) | ||||
Net asset value, end of period
|
$ 12.27 | $ 10.69 | $ 12.00 | $ 10.38 | $ 9.76 | ||||
Total return
(c)
|
22.52% | (6.22)% | 18.35% | 8.20% | (1.83)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$1,072,332 | $960,339 | $778,969 | $225,549 | $48,114 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(d)
|
0.14% | 0.14% | 0.15% | 0.26% | 0.59% | ||||
Net expenses
(d)
|
0.03% | 0.06% | 0.06% | 0.05% | 0.03% | ||||
Net investment income
(loss)
|
2.75% | 2.43% | 2.46% | 2.48% | 2.42% | ||||
Portfolio turnover rate
|
30% | 12% | 7% | 18% | 33% |
(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. |
Class I | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$10.80 | $12.18 | $10.43 | $ 9.77 | $10.17 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.36 | 0.30 | 0.13 | 0.11 | 0.31 | ||||
Net realized and unrealized gain
(loss)
|
2.19 | (1.14) | 1.91 | 0.74 | (0.51) | ||||
Total from investment operations
|
2.55 | (0.84) | 2.04 | 0.85 | (0.20) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.30) | (0.26) | (0.22) | (0.16) | (0.18) | ||||
Net realized gains
|
(0.51) | (0.28) | (0.07) | (0.03) | (0.02) | ||||
Total distributions
|
(0.81) | (0.54) | (0.29) | (0.19) | (0.20) | ||||
Net asset value, end of period
|
$ 12.54 | $ 10.80 | $ 12.18 | $ 10.43 | $ 9.77 | ||||
Total return
(b)
|
23.62% | (6.88)%(c) | 19.56% | 8.61% | (2.00)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$1,193 | $ 442 | $ 371 | $ 840 | $1,416 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(d)
|
0.21% | 0.16% | 0.17% | 0.36% | 1.83% | ||||
Net expenses
(d)
|
0.12% | 0.07% | 0.07% | 0.09% | 0.03% | ||||
Net investment income
(loss)
|
2.95% | 2.49% | 1.10% | 1.08% | 3.07% | ||||
Portfolio turnover rate
|
28% | 13% | 6% | 18% | 38% |
(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) | 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. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
Class K | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$ 10.83 | $ 12.21 | $ 10.44 | $ 9.78 | $ 10.17 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.32 | 0.28 | 0.27 | 0.27 | 0.32 | ||||
Net realized and unrealized gain
(loss)
|
2.24 | (1.12) | 1.79 | 0.58 | (0.51) | ||||
Total from investment operations
|
2.56 | (0.84) | 2.06 | 0.85 | (0.19) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.31) | (0.26) | (0.22) | (0.16) | (0.18) | ||||
Net realized gains
|
(0.51) | (0.28) | (0.07) | (0.03) | (0.02) | ||||
Total distributions
|
(0.82) | (0.54) | (0.29) | (0.19) | (0.20) | ||||
Net asset value, end of period
|
$ 12.57 | $ 10.83 | $ 12.21 | $ 10.44 | $ 9.78 | ||||
Total return
(b)
|
23.61% | (6.85)%(c) | 19.73% | 8.60% | (1.90)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$907,369 | $796,187 | $584,717 | $165,008 | $17,223 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(d)
|
0.15% | 0.15% | 0.17% | 0.33% | 1.83% | ||||
Net expenses
(d)
|
0.05% | 0.07% | 0.08% | 0.06% | 0.03% | ||||
Net investment income
(loss)
|
2.60% | 2.30% | 2.34% | 2.64% | 3.12% | ||||
Portfolio turnover rate
|
28% | 13% | 6% | 18% | 38% |
(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) | 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. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
Class I | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$10.79 | $12.26 | $10.39 | $ 9.71 | $10.13 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.29 | 0.31 | 0.24 | 0.09 | 0.40 | ||||
Net realized and unrealized gain
(loss)
|
2.37 | (1.23) | 1.91 | 0.78 | (0.63) | ||||
Total from investment operations
|
2.66 | (0.92) | 2.15 | 0.87 | (0.23) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.30) | (0.26) | (0.23) | (0.16) | (0.19) | ||||
Net realized gains
|
(0.50) | (0.29) | (0.05) | (0.03) | (0.00)(b) | ||||
Total distributions
|
(0.80) | (0.55) | (0.28) | (0.19) | (0.19) | ||||
Net asset value, end of period
|
$ 12.65 | $ 10.79 | $ 12.26 | $ 10.39 | $ 9.71 | ||||
Total return
(c)
|
24.64% | (7.46)%(d) | 20.59% | 9.00% | (2.28)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$1,398 | $1,247 | $ 912 | $ 708 | $1,501 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(e)
|
0.17% | 0.19% | 0.17% | 0.38% | 0.79% | ||||
Net expenses
(e)
|
0.07% | 0.09% | 0.07% | 0.10% | 0.02% | ||||
Net investment income
(loss)
|
2.33% | 2.50% | 2.14% | 0.86% | 4.02% | ||||
Portfolio turnover rate
|
32% | 11% | 6% | 16% | 38% |
(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. |
Class K | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$ 10.79 | $ 12.27 | $ 10.40 | $ 9.72 | $ 10.13 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.32 | 0.28 | 0.26 | 0.24 | 0.25 | ||||
Net realized and unrealized gain
(loss)
|
2.35 | (1.21) | 1.89 | 0.63 | (0.47) | ||||
Total from investment operations
|
2.67 | (0.93) | 2.15 | 0.87 | (0.22) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.30) | (0.26) | (0.23) | (0.16) | (0.19) | ||||
Net realized gains
|
(0.50) | (0.29) | (0.05) | (0.03) | (0.00)(b) | ||||
Total distributions
|
(0.80) | (0.55) | (0.28) | (0.19) | (0.19) | ||||
Net asset value, end of period
|
$ 12.66 | $ 10.79 | $ 12.27 | $ 10.40 | $ 9.72 | ||||
Total return
(c)
|
24.66% | (7.52)%(d) | 20.69% | 8.89% | (2.18)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$778,976 | $636,762 | $458,132 | $143,526 | $35,359 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(e)
|
0.16% | 0.16% | 0.17% | 0.32% | 0.79% | ||||
Net expenses
(e)
|
0.05% | 0.07% | 0.07% | 0.05% | 0.02% | ||||
Net investment income
(loss)
|
2.63% | 2.24% | 2.30% | 2.31% | 2.47% | ||||
Portfolio turnover rate
|
32% | 11% | 6% | 16% | 38% |
(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. |
Class I | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$10.77 | $12.29 | $10.36 | $ 9.64 | $10.06 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.29 | 0.33 | 0.20 | 0.15 | 0.30 | ||||
Net realized and unrealized gain
(loss)
|
2.45 | (1.31) | 2.02 | 0.75 | (0.54) | ||||
Total from investment operations
|
2.74 | (0.98) | 2.22 | 0.90 | (0.24) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.30) | (0.26) | (0.24) | (0.16) | (0.17) | ||||
Net realized gains
|
(0.49) | (0.28) | (0.05) | (0.02) | (0.01) | ||||
Total distributions
|
(0.79) | (0.54) | (0.29) | (0.18) | (0.18) | ||||
Net asset value, end of period
|
$ 12.72 | $ 10.77 | $ 12.29 | $ 10.36 | $ 9.64 | ||||
Total return
(b)
|
25.45% | (7.96)%(c) | 21.45% | 9.31% | (2.40)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$ 962 | $ 787 | $ 762 | $ 853 | $ 782 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(d)
|
0.21% | 0.20% | 0.21% | 0.59% | 3.25% | ||||
Net expenses
(d)
|
0.09% | 0.08% | 0.06% | 0.06% | 0.01% | ||||
Net investment income
(loss)
|
2.34% | 2.68% | 1.73% | 1.46% | 2.97% | ||||
Portfolio turnover rate
|
32% | 11% | 5% | 17% | 35% |
(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) | 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. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
Class K | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$ 10.77 | $ 12.29 | $ 10.36 | $ 9.63 | $10.06 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.32 | 0.28 | 0.28 | 0.27 | 0.30 | ||||
Net realized and unrealized gain
(loss)
|
2.42 | (1.26) | 1.94 | 0.64 | (0.55) | ||||
Total from investment operations
|
2.74 | (0.98) | 2.22 | 0.91 | (0.25) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.30) | (0.26) | (0.24) | (0.16) | (0.17) | ||||
Net realized gains
|
(0.49) | (0.28) | (0.05) | (0.02) | (0.01) | ||||
Total distributions
|
(0.79) | (0.54) | (0.29) | (0.18) | (0.18) | ||||
Net asset value, end of period
|
$ 12.72 | $ 10.77 | $ 12.29 | $ 10.36 | $ 9.63 | ||||
Total return
(b)
|
25.49% | (7.94)%(c) | 21.45% | 9.31% | (2.40)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$587,488 | $465,425 | $300,444 | $76,304 | $8,374 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(d)
|
0.17% | 0.19% | 0.21% | 0.57% | 3.25% | ||||
Net expenses
(d)
|
0.05% | 0.07% | 0.07% | 0.05% | 0.01% | ||||
Net investment income
(loss)
|
2.62% | 2.29% | 2.39% | 2.62% | 2.99% | ||||
Portfolio turnover rate
|
32% | 11% | 5% | 17% | 35% |
(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) | 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. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
Class I | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$10.70 | $12.24 | $10.33 | $ 9.62 | $10.06 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.28 | 0.37 | 0.15 | 0.08 | 0.43 | ||||
Net realized and unrealized gain
(loss)
|
2.47 | (1.37) | 2.06 | 0.80 | (0.69) | ||||
Total from investment operations
|
2.75 | (1.00) | 2.21 | 0.88 | (0.26) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.29) | (0.26) | (0.25) | (0.15) | (0.18) | ||||
Net realized gains
|
(0.56) | (0.28) | (0.05) | (0.02) | (0.00)(b) | ||||
Total distributions
|
(0.85) | (0.54) | (0.30) | (0.17) | (0.18) | ||||
Net asset value, end of period
|
$ 12.60 | $ 10.70 | $ 12.24 | $ 10.33 | $ 9.62 | ||||
Total return
(c)
|
25.76% | (8.14)% | 21.30% | 9.34% | (2.61)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$ 448 | $ 374 | $ 240 | $ 366 | $ 795 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(d)
|
0.25% | 0.25% | 0.25% | 0.97% | 4.65% | ||||
Net expenses
(d)
|
0.09% | 0.08% | 0.06% | 0.12% | 0.02% | ||||
Net investment income
(loss)
|
2.32% | 3.05% | 1.34% | 0.76% | 4.40% | ||||
Portfolio turnover rate
|
41% | 11% | 5% | 16% | 35% |
(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. |
Class K | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$ 10.70 | $ 12.24 | $ 10.33 | $ 9.61 | $10.06 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.34 | 0.28 | 0.27 | 0.26 | 0.28 | ||||
Net realized and unrealized gain
(loss)
|
2.42 | (1.28) | 1.94 | 0.63 | (0.55) | ||||
Total from investment operations
|
2.76 | (1.00) | 2.21 | 0.89 | (0.27) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.30) | (0.26) | (0.25) | (0.15) | (0.18) | ||||
Net realized gains
|
(0.56) | (0.28) | (0.05) | (0.02) | (0.00)(b) | ||||
Total distributions
|
(0.86) | (0.54) | (0.30) | (0.17) | (0.18) | ||||
Net asset value, end of period
|
$ 12.60 | $ 10.70 | $ 12.24 | $ 10.33 | $ 9.61 | ||||
Total return
(c)
|
25.81% | (8.13)% | 21.42% | 9.35% | (2.71)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$380,668 | $300,431 | $212,217 | $48,016 | $5,736 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(d)
|
0.21% | 0.23% | 0.25% | 0.90% | 4.65% | ||||
Net expenses
(d)
|
0.05% | 0.07% | 0.07% | 0.05% | 0.02% | ||||
Net investment income
(loss)
|
2.74% | 2.30% | 2.37% | 2.61% | 2.82% | ||||
Portfolio turnover rate
|
41% | 11% | 5% | 16% | 35% |
(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. |
Class I | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$10.70 | $12.25 | $10.32 | $ 9.60 | $10.06 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.33 | 0.31 | 0.11 | 0.16 | 0.22 | ||||
Net realized and unrealized gain
(loss)
|
2.41 | (1.29) | 2.11 | 0.73 | (0.49) | ||||
Total from investment operations
|
2.74 | (0.98) | 2.22 | 0.89 | (0.27) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.30) | (0.25) | (0.24) | (0.15) | (0.18) | ||||
Net realized gains
|
(0.46) | (0.32) | (0.05) | (0.02) | (0.01) | ||||
Total distributions
|
(0.76) | (0.57) | (0.29) | (0.17) | (0.19) | ||||
Net asset value, end of period
|
$ 12.68 | $ 10.70 | $ 12.25 | $ 10.32 | $ 9.60 | ||||
Total return
(b)
|
25.65% | (7.93)%(c) | 21.60% | 9.33% | (2.65)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$ 241 | $ 130 | $ 105 | $ 271 | $ 222 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(d)
|
0.30% | 0.40% | 0.52% | 2.09% | 7.69% | ||||
Net expenses
(d)
|
0.05% | 0.07% | 0.06% | 0.04% | 0.02% | ||||
Net investment income
(loss)
|
2.69% | 2.53% | 0.95% | 1.58% | 2.20% | ||||
Portfolio turnover rate
|
42% | 16% | 7% | 14% | 40% |
(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) | 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. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
Class K | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$ 10.68 | $ 12.23 | $ 10.31 | $ 9.59 | $10.06 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.35 | 0.30 | 0.31 | 0.26 | 0.27 | ||||
Net realized and unrealized gain
(loss)
|
2.39 | (1.28) | 1.90 | 0.63 | (0.55) | ||||
Total from investment operations
|
2.74 | (0.98) | 2.21 | 0.89 | (0.28) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.30) | (0.25) | (0.24) | (0.15) | (0.18) | ||||
Net realized gains
|
(0.46) | (0.32) | (0.05) | (0.02) | (0.01) | ||||
Total distributions
|
(0.76) | (0.57) | (0.29) | (0.17) | (0.19) | ||||
Net asset value, end of period
|
$ 12.66 | $ 10.68 | $ 12.23 | $ 10.31 | $ 9.59 | ||||
Total return
(b)
|
25.70% | (7.94)%(c) | 21.53% | 9.34% | (2.75)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$195,598 | $132,520 | $81,529 | $18,718 | $3,043 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(d)
|
0.30% | 0.40% | 0.51% | 2.09% | 7.69% | ||||
Net expenses
(d)
|
0.05% | 0.07% | 0.07% | 0.05% | 0.02% | ||||
Net investment income
(loss)
|
2.86% | 2.49% | 2.67% | 2.61% | 2.64% | ||||
Portfolio turnover rate
|
42% | 16% | 7% | 14% | 40% |
(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) | 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. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
Class I | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$10.28 | $11.91 | $10.09 | $ 9.50 | $10.06 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.29 | 0.30 | 0.15 | 0.15 | 0.20 | ||||
Net realized and unrealized gain
(loss)
|
2.37 | (1.27) | 2.01 | 0.71 | (0.46) | ||||
Total from investment operations
|
2.66 | (0.97) | 2.16 | 0.86 | (0.26) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.28) | (0.24) | (0.23) | (0.14) | (0.19) | ||||
Net realized gains
|
(0.13) | (0.42) | (0.11) | (0.13) | (0.11) | ||||
Total distributions
|
(0.41) | (0.66) | (0.34) | (0.27) | (0.30) | ||||
Net asset value, end of period
|
$ 12.53 | $ 10.28 | $ 11.91 | $ 10.09 | $ 9.50 | ||||
Total return
(b)
|
25.86% | (8.13)% | 21.45% | 9.09% | (2.53)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$ 163 | $ 121 | $ 103 | $ 170 | $ 162 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(c)
|
0.85% | 1.56% | 3.13% | 11.36% | 29.76% | ||||
Net expenses
(c)
|
0.04% | 0.06% | 0.06% | 0.05% | 0.02% | ||||
Net investment income
(loss)
|
2.42% | 2.55% | 1.31% | 1.51% | 1.96% | ||||
Portfolio turnover rate
|
29% | 38% | 18% | 55% | 73% |
(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) | Does not include expenses of the Underlying Funds in which the Fund invests. |
Class K | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$ 10.28 | $ 11.91 | $ 10.08 | $ 9.49 | $10.06 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.39 | 0.34 | 0.33 | 0.29 | 0.19 | ||||
Net realized and unrealized gain
(loss)
|
2.27 | (1.31) | 1.84 | 0.57 | (0.45) | ||||
Total from investment operations
|
2.66 | (0.97) | 2.17 | 0.86 | (0.26) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.28) | (0.24) | (0.23) | (0.14) | (0.20) | ||||
Net realized gains
|
(0.13) | (0.42) | (0.11) | (0.13) | (0.11) | ||||
Total distributions
|
(0.41) | (0.66) | (0.34) | (0.27) | (0.31) | ||||
Net asset value, end of period
|
$ 12.53 | $ 10.28 | $ 11.91 | $ 10.08 | $ 9.49 | ||||
Total return
(b)
|
25.87% | (8.13)% | 21.57% | 8.98% | (2.53)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$74,373 | $25,829 | $12,141 | $3,344 | $ 269 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(c)
|
0.84% | 1.56% | 3.07% | 11.36% | 29.76% | ||||
Net expenses
(c)
|
0.04% | 0.06% | 0.07% | 0.06% | 0.02% | ||||
Net investment income
(loss)
|
3.33% | 2.87% | 2.94% | 2.91% | 1.88% | ||||
Portfolio turnover rate
|
29% | 38% | 18% | 55% | 73% |
(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) | Does not include expenses of the Underlying Funds in which the Fund invests. |
Class I | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$10.02 | $10.73 | $10.12 | $ 9.79 | $10.03 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.29 | 0.28 | 0.19 | 0.19 | 0.19 | ||||
Net realized and unrealized gain
(loss)
|
1.11 | (0.55) | 0.71 | 0.32 | (0.23) | ||||
Total from investment operations
|
1.40 | (0.27) | 0.90 | 0.51 | (0.04) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.31) | (0.29) | (0.20) | (0.17) | (0.19) | ||||
Net realized gains
|
(0.06) | (0.15) | (0.09) | (0.01) | (0.01) | ||||
Total distributions
|
(0.37) | (0.44) | (0.29) | (0.18) | (0.20) | ||||
Net asset value, end of period
|
$ 11.05 | $ 10.02 | $ 10.73 | $ 10.12 | $ 9.79 | ||||
Total return
(b)
|
13.98% | (2.50)%(c) | 8.92% | 5.27% | (0.39)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$ 78 | $ 108 | $ 139 | $ 612 | $ 653 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(d)
|
0.24% | 0.25% | 0.36% | 0.66% | 1.15% | ||||
Net expenses
(d)
|
(0.03)%(e) | (0.03)%(e) | (0.05)%(e) | (0.03)%(e) | 0.01% | ||||
Net investment income
(loss)
|
2.64% | 2.62% | 1.78% | 1.89% | 1.94% | ||||
Portfolio turnover rate
|
26% | 53% | 25% | 37% | 31% |
(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) | 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. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Due to the Fund waiving acquired Fund fees, the waiver exceeded total fund expenses. |
Class K | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
Net asset value, beginning of period
|
$ 10.00 | $ 10.71 | $ 10.12 | $ 9.78 | $ 10.03 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(a)
|
0.32 | 0.29 | 0.28 | 0.23 | 0.20 | ||||
Net realized and unrealized gain
(loss)
|
1.08 | (0.56) | 0.60 | 0.29 | (0.25) | ||||
Total from investment operations
|
1.40 | (0.27) | 0.88 | 0.52 | (0.05) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.31) | (0.29) | (0.20) | (0.17) | (0.19) | ||||
Net realized gains
|
(0.06) | (0.15) | (0.09) | (0.01) | (0.01) | ||||
Total distributions
|
(0.37) | (0.44) | (0.29) | (0.18) | (0.20) | ||||
Net asset value, end of period
|
$ 11.03 | $ 10.00 | $ 10.71 | $ 10.12 | $ 9.78 | ||||
Total return
(b)
|
14.00% | (2.50)%(c) | 8.83% | 5.28% | (0.49)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$219,066 | $200,840 | $135,420 | $55,499 | $22,265 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
(d)
|
0.24% | 0.24% | 0.36% | 0.66% | 1.15% | ||||
Net expenses
(d)
|
(0.03)%(e) | (0.04)%(e) | (0.02)%(e) | (0.04)%(e) | 0.01% | ||||
Net investment income
(loss)
|
2.92% | 2.69% | 2.61% | 2.23% | 1.99% | ||||
Portfolio turnover rate
|
26% | 53% | 25% | 37% | 31% |
(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) | 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. |
(d) | Does not include expenses of the Underlying Funds in which the Fund invests. |
(e) | Due to the Fund waiving acquired Fund fees, the waiver exceeded total fund expenses. |
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 7th 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 Expenses1 | 0.08% |
1 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), and its affiliates, may voluntarily reduce all or a portion of their fees and/or reimburse expenses of the Fund or a share class to the extent necessary to attempt to avoid a negative yield (the “Voluntary Reduction”), or a yield below a specified level, which may vary from time to time in the Adviser's sole discretion. The Fund has agreed, subject to certain limitations, to reimburse the Adviser and its affiliates for the full dollar amount of any Voluntary Reduction incurred beginning on May 1, 2020. As of December 31, 2019, Adviser and its affiliates had not waived fees and/or reimbursed expenses under the Voluntary Reduction. Each of the Adviser and its affiliates may, in its sole discretion, irrevocably waive receipt of any or all reimbursement amounts due from the Fund. Any future reimbursement by the Fund of the Voluntary Reduction would increase the Fund's expenses and may reduce the Fund's yield during such period. There is no guarantee that the Voluntary Reduction will be in effect at any given time or that the Fund will be able to avoid a negative yield. |
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 |
Five
Years |
Since
Inception
|
Inception
Date |
|||||
Class G | 2.17% | 1.02% | 0.97% | 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 7th 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 02210 |
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. |
a) | For any period during which there is a non-routine closure of the Fedwire or applicable Federal Reserve Banks; |
b) | For any period (1) during which the NYSE is closed other than customary week-end and holiday closings or (2) during which trading on the NYSE is restricted; |
c) | For any period during which an emergency exists as a result of which (1) disposal of securities owned by the Fund is not reasonably practicable or (2) it is not reasonably practicable for the Fund to fairly determine the net asset value of shares of the Fund; |
d) | For any period during which the SEC has, by rule or regulation, deemed that (1) trading shall be restricted or (2) an emergency exists; |
e) | For any period that the SEC, may by order permit for your protection; or |
f) | For any period during which the Fund as part of a necessary liquidation of the fund, has properly postponed and/or suspended redemption of shares and payment in accordance with federal securities laws. |
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 7th 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. |
Class G(a) | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended
12/31/16 |
Year
Ended
12/31/15 |
|||||
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)
|
0.0215 | 0.0180 | 0.0082 | 0.0029 | 0.0002(b) | ||||
Net realized gain
(loss)
|
0.0000(c) | — | 0.0001 | 0.0000(c) | 0.0000(c) | ||||
Total from investment operations
|
0.0215 | 0.0180 | 0.0083 | 0.0029 | 0.0002 | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.0215) | (0.0180) | (0.0083) | (0.0029) | (0.0002) | ||||
Net realized gains
|
— | — | (0.0000)(c) | — | — | ||||
Total distributions
|
(0.0215) | (0.0180) | (0.0083) | (0.0029) | (0.0002) | ||||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | ||||
Total return
(d)
|
2.17% | 1.80% | 0.83% | 0.29% | 0.02% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$3,607,164 | $3,065,834 | $4,349,842 | $581,991 | $732,938 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
|
0.08% | 0.08% | 0.08% | 0.08% | 0.08% | ||||
Net expenses
|
0.08% | 0.08% | 0.08% | 0.08% | 0.08% | ||||
Net investment income
(loss)
|
2.12% | 1.74% | 0.95% | 0.29% | 0.02% |
(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 year. |
(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. |
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 7th Street Suite 219737 Kansas City, MO 64105-1407 |
SSITCLGSTATPRO | The State Street Institutional Investment Trust's Investment Company Act File Number is 811-09819. |
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 Expenses1 | 1.00% | 1.22% | |
Total Annual Fund Operating Expenses | 1.25% | 1.57% | |
Less Fee Waivers and/or Expense Reimbursements2 | (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, 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, 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, 2021 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 7th 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 02210 |
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 7th 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 Expenses1 | 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 Fee2 | 0.14% | 0.14% | 0.14% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses3 | 0.42% | 0.42% | 0.22% | ||
Total Annual Fund Operating Expenses | 0.81% | 0.56% | 0.36% | ||
Less Fee Waivers and/or Expense Reimbursements4 | (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, 2021 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, 2021 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, 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, 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, 2021 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 | 24.82% | 5.52% | ||||
Return After Taxes on Distributions | 23.21% | 4.35% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 15.56% | 4.09% | ||||
MSCI EAFE 100% Hedged to USD Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | 24.64% | 5.82% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | None |
To add to an existing account | None |
Class K | |
To establish an account | None |
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 Fee2 | 0.11% | 0.11% | 0.11% | ||
Distribution and/or Shareholder Service (12b-1) Fees | 0.25% | 0.00% | 0.00% | ||
Other Expenses3 | 0.95% | 0.95% | 0.75% | ||
Total Annual Fund Operating Expenses | 1.31% | 1.06% | 0.86% | ||
Less Fee Waivers and/or Expense Reimbursements4 | (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, 2021 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, 2021 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, 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, 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, 2021 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 | None |
To add to an existing account | None |
Class K | |
To establish an account | None |
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 | |
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) shares1 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. 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) that have entered into agreements with the Fund to purchase Class I 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. | Defined contribution, defined benefit and other employer-sponsored employee benefit plans, whether or not qualified under the Code. |
1. | Banks, broker-dealers and other financial institutions (including registered investment advisers and financial planners) purchasing Fund 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 recordkeepers with an applicable agreement maintained with SSGA FD; |
3. | Endowments and foundations, and 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. | 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; |
6. | Qualified state tuition plans described in Section 529 of the Code and donor-advised charitable gift funds (subject to all applicable terms and conditions); |
7. | Health Savings Accounts under Section 223 of the Code if such accounts are maintained by the Fund at an omnibus level; |
8. | Collective investment trusts. |
• | The State Street Funds' transfer agent compiles, monitors and reports account-level information on omnibus and underlying shareholder/participant activity. Depending on the account type, monitoring will be performed on a daily, monthly, quarterly and/or annual basis; |
• | The State Street Funds' distributor has obtained information from each Financial Intermediary holding shares in an omnibus account with the State Street Funds regarding whether the Financial Intermediary has adopted and maintains procedures that are reasonably designed to protect the Funds against harmful short-term trading; and |
• | With respect to State Street Funds that invest in securities that trade on foreign markets, pursuant to the State Street Funds' fair valuation procedures, pricing adjustments may be made based on information received from a third-party, multi-factor fair valuation pricing service. |
1. | Alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, service, or privilege at any time; |
2. | Accept initial purchases by telephone; |
3. | Freeze any account and/or suspend account services if the State Street Funds has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if we reasonably believe a fraudulent transaction may occur or has occurred; |
4. | Temporarily freeze any account and/or suspend account services upon initial notification to the State Street Funds of the death of the shareholder until the State Street Funds receive required documentation in good order; |
5. | Alter, impose, discontinue, or waive any redemption fee, account service fee, or other fees charged to a group of shareholders; and |
6. | Redeem an account or suspend account privileges, without the owner's permission to do so, in cases of threatening conduct or activity the State Street Funds believe to be suspicious, fraudulent, or illegal. |
• | Reinvestment Option—Dividends and capital gain distributions will be automatically reinvested in additional shares of a Fund. If you do not indicate a choice on the application, this option will be automatically assigned. |
• | Income-Earned Option—Capital gain distributions will be automatically reinvested, but a check, direct deposit or wire will be sent for each dividend distribution. |
• | Cash Option—A check, wire or direct deposit will be sent for each dividend and capital gain distribution. |
• | Direct Dividends Option—Dividends and capital gain distributions will be automatically invested in another identically registered State Street Fund of the same share class. |
Class K | |||||||||
Year
Ended
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
Year
Ended(a)
12/31/16 |
For
the
Period 5/29/15*(a) - 12/31/15 |
|||||
Net asset value, beginning of period
|
$ 8.79 | $ 10.40 | $ 9.18 | $ 9.00 | $ 10.00 | ||||
Income (loss) from investment operations: | |||||||||
Net investment income (loss)
(b)
|
0.31 | 0.29 | 0.27 | 0.24 | 0.09 | ||||
Net realized and unrealized gain
(loss)
|
1.86 | (1.26) | 1.27 | 0.34 | (1.00) | ||||
Total from investment operations
|
2.17 | (0.97) | 1.54 | 0.58 | (0.91) | ||||
Distributions to shareholders from: | |||||||||
Net investment income
|
(0.32) | (0.50) | — | (0.20) | (0.06) | ||||
Net realized gains
|
(0.21) | (0.14) | (0.32) | (0.20) | (0.03) | ||||
Total distributions
|
(0.53) | (0.64) | (0.32) | (0.40) | (0.09) | ||||
Net asset value, end of period
|
$ 10.43 | $ 8.79 | $ 10.40 | $ 9.18 | $ 9.00 | ||||
Total return
(c)
|
24.82% | (9.25)% | 16.85% | 6.27% | (9.01)% | ||||
Ratios and Supplemental Data: | |||||||||
Net assets, end of period (in
000s)
|
$3,772,743 | $2,922,844 | $2,894,400 | $2,113,394 | $958,544 | ||||
Ratios to Average Net Assets: | |||||||||
Total expenses
|
0.36% | 0.36% | 0.35% | 0.34% | 0.38%(d) | ||||
Net expenses
|
0.20% | 0.20% | 0.20% | 0.20% | 0.20%(d) | ||||
Net investment income
(loss)
|
3.08% | 2.85% | 2.69% | 2.79% | 1.60%(d) | ||||
Portfolio turnover rate
(e)
|
3% | 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 7th 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 Expenses2 | 6.57% | 6.57% | 6.37% | ||
Total Annual Fund Operating Expenses | 7.57% | 7.32% | 7.12% | ||
Less Fee Waivers and/or Expense Reimbursements3 | (6.37)% | (6.37)% | (6.37)% | ||
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, 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, 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, 2021 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $641 | $2,092 | $3,469 | $6,615 | |||
Class I | $ 97 | $1,585 | $3,005 | $6,276 | |||
Class K | $ 77 | $1,530 | $2,922 | $6,153 |
One
Year |
Since
Inception
|
Inception
Date |
||||
Class I | 2/18/2016 | |||||
Return Before Taxes | 19.42% | 10.87% | ||||
Return After Taxes on Distributions | 11.59% | 7.80% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 17.06% | 8.27% | ||||
MSCI World Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | 27.67% | 13.80% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | None |
To add to an existing account | None |
Class K | |
To establish an account | None |
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 |
$1,000,000 or more | None | None | Advanced Commission1, 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) shares1 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. |
• | 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. |
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). |
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. 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) that have entered into agreements with the Fund to purchase Class I 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. | Defined contribution, defined benefit and other employer-sponsored employee benefit plans, whether or not qualified under the Code. |
1. | Banks, broker-dealers and other financial institutions (including registered investment advisers and financial planners) purchasing Fund 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 recordkeepers with an applicable agreement maintained with SSGA FD; |
3. | Endowments and foundations, and 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. | 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; |
6. | Qualified state tuition plans described in Section 529 of the Code and donor-advised charitable gift funds (subject to all applicable terms and conditions); |
7. | Health Savings Accounts under Section 223 of the Code if such accounts are maintained by the Fund at an omnibus level; |
8. | Collective investment trusts. |
• | 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
12/31/19 |
Year
Ended
12/31/18 |
Year
Ended
12/31/17 |
For
the
Period 2/19/2016* - 12/31/16 |
||||
Net asset value, beginning of period
|
$10.71 | $12.48 | $10.65 | $10.00 | |||
Income (loss) from investment operations: | |||||||
Net investment income (loss)
(a)
|
0.34 | 0.23 | 0.32 | 0.21 | |||
Net realized and unrealized gain
(loss)
|
1.75 | (1.02) | 1.94 | 0.77 | |||
Total from investment operations
|
2.09 | (0.79) | 2.26 | 0.98 | |||
Distributions to shareholders from: | |||||||
Net investment income
|
(0.55) | (0.50) | (0.39) | (0.31) | |||
Net realized gains
|
(2.97) | (0.48) | (0.04) | (0.02) | |||
Total distributions
|
(3.52) | (0.98) | (0.43) | (0.33) | |||
Net asset value, end of period
|
$ 9.28 | $ 10.71 | $ 12.48 | $ 10.65 | |||
Total return
(b)
|
19.42% | (6.27)% | 21.26% | 9.85% | |||
Ratios and Supplemental Data: | |||||||
Net assets, end of period (in
000s)
|
$2,369 | $2,001 | $4,953 | $3,194 | |||
Ratios to Average Net Assets: | |||||||
Total expenses
|
7.18% | 3.43% | 4.48% | 5.37%(c) | |||
Net expenses
|
0.81% | 0.76% | 0.76% | 0.75%(c) | |||
Net investment income
(loss)
|
2.86% | 1.80% | 2.72% | 2.26%(c) | |||
Portfolio turnover rate
(d)
|
55% | 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 Defensive 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 7th Street Suite 219737 Kansas City, MO 64105-1407 |
SSITSTATPRO3 | 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 | 0.14% |
Total Annual Fund Operating Expenses | 0.19% |
Less Fee Waivers and/or Expense Reimbursements1 | (0.01)% |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements1 | 0.18% |
1 | SSGA FM, as the investment adviser to the Fund is contractually obligated, through April 30, 2021 (i) to waive up to the full amount of the advisory fee payable by the Fund, and/or (ii) to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, interest, taxes, extraordinary expenses, acquired fund fees, any class-specific expenses, such as distribution, shareholder servicing, sub-transfer agency and administration fees) exceed 0.07% of average daily net assets on an annual basis (the “Total Annual Fund Operating Expense Waiver”). The Total Annual Fund Operating Expense Waiver may not be terminated prior to April 30, 2021 with respect to the Fund except with approval of the Fund's Board of Trustees. The Adviser and its affiliates, may voluntarily reduce all or a portion of their fees and/or reimburse expenses of the Fund or a share class to the extent necessary to attempt to avoid a negative yield (the “Voluntary Reduction”), or a yield below a specified level, which may vary from time to time in the Adviser's sole discretion. The Fund has agreed, subject to certain limitations, to reimburse the Adviser and its affiliates for the full dollar amount of any Voluntary Reduction incurred beginning on May 1, 2020. As of December 31, 2019, Adviser and its affiliates had not waived fees and/or reimbursed expenses under the Voluntary Reduction. Each of the Adviser and its affiliates may, in its sole discretion, irrevocably waive receipt of any or all reimbursement amounts due from the Fund. Any future reimbursement by the Fund of the Voluntary Reduction would increase the Fund's expenses and may reduce the Fund's yield during such period. There is no guarantee that the Voluntary Reduction will be in effect at any given time or that the Fund will be able to avoid a negative yield. |
1 year | 3 years | 5 years | 10 years | |||
$18 | $60 | $106 | $242 |
One
Year |
Since
Inception
|
Inception
Date |
||||
Trust Class | 2.26% | 1.59% | 8/29/2016 |
Trust Class | |
To establish an account | $15,000,000 |
To add to an existing account | No minimum |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of the sale proceeds or the original offering price) | None |
Management Fee | 0.05% |
Distribution and/or Shareholder Service (12b-1) Fees | 0.00% |
Other Expenses | 0.13% |
Total Annual Fund Operating Expenses1 | 0.18% |
1 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), and its affiliates, may voluntarily reduce all or a portion of their fees and/or reimburse expenses of the Fund or a share class to the extent necessary to attempt to avoid a negative yield (the “Voluntary Reduction”), or a yield below a specified level, which may vary from time to time in the Adviser's sole discretion. The Fund has agreed, subject to certain limitations, to reimburse the Adviser and its affiliates for the full dollar amount of any Voluntary Reduction incurred beginning on May 1, 2020. As of December 31, 2019, Adviser and its affiliates had not waived fees and/or reimbursed expenses under the Voluntary Reduction. Each of the Adviser and its affiliates may, in its sole discretion, irrevocably waive receipt of any or all reimbursement amounts due from the Fund. Any future reimbursement by the Fund of the Voluntary Reduction would increase the Fund's expenses and may reduce the Fund's yield during such period. There is no guarantee that the Voluntary Reduction will be in effect at any given time or that the Fund will be able to avoid a negative yield. |
1 year | 3 years | 5 years | 10 years | |||
$18 | $58 | $101 | $230 |
One
Year |
Since
Inception
|
Inception
Date |
||||
Trust Class | 2.06% | 1.35% | 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 7th 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 02210 |
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
12/31/19 |
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 | $ 0.9999 | $ 1.0000 | $ 1.0000 | |||
Income (loss) from investment operations: | |||||||
Net investment income
(loss)
|
0.0226 | 0.0193 | 0.0099 | 0.0015 | |||
Net realized and unrealized gain
(loss)
|
(0.0003) | 0.0001 | (0.0001) | 0.0000(b) | |||
Total from investment operations
|
0.0223 | 0.0194 | 0.0098 | 0.0015 | |||
Distributions to shareholders from: | |||||||
Net investment income
|
(0.0222) | (0.0193) | (0.0099) | (0.0015) | |||
Net realized gains
|
— | — | (0.0000)(b) | — | |||
Total distributions
|
(0.0222) | (0.0193) | (0.0099) | (0.0015) | |||
Net asset value, end of period
|
$ 1.0001 | $ 1.0000 | $ 0.9999 | $ 1.0000 | |||
Total return
(c)
|
2.26% | 1.96% | 0.99% | 0.15% | |||
Ratios and Supplemental Data: | |||||||
Net assets, end of period (in
000s)
|
$597,353 | $704,123 | $764,391 | $1,211,202 | |||
Ratios to Average Net Assets: | |||||||
Total expenses
|
0.18% | 0.18% | 0.18% | 0.19%(d) | |||
Net expenses
|
0.18% | 0.18% | 0.18% | 0.19%(d) | |||
Net investment income
(loss)
|
2.26% | 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
12/31/19 |
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 | $ 1.0000 | |||
Income (loss) from investment operations: | |||||||
Net investment income
(loss)
|
0.0204 | 0.0168 | 0.0071 | 0.0007 | |||
Net realized gain
(loss)
|
(0.0000)(b) | — | 0.0000(b) | 0.0000(b) | |||
Total from investment operations
|
0.0204 | 0.0168 | 0.0071 | 0.0007 | |||
Distributions to shareholders from: | |||||||
Net investment income
|
(0.0204) | (0.0168) | (0.0071) | (0.0007) | |||
Net realized gains
|
— | — | (0.0000)(b) | — | |||
Total distributions
|
(0.0204) | (0.0168) | (0.0071) | (0.0007) | |||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | |||
Total return
(c)
|
2.06% | 1.69% | 0.71% | 0.07% | |||
Ratios and Supplemental Data: | |||||||
Net assets, end of period (in
000s)
|
$4,185,964 | $4,481,410 | $6,903,267 | $7,962,822 | |||
Ratios to Average Net Assets: | |||||||
Total expenses
|
0.18% | 0.18% | 0.18% | 0.18%(d) | |||
Net expenses
|
0.18% | 0.18% | 0.18% | 0.18%(d) | |||
Net investment income
(loss)
|
2.05% | 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 7th 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 | 0.05% |
Other Expenses | 0.27% |
Total Annual Fund Operating Expenses1 | 0.37% |
1 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), and its affiliates, may voluntarily reduce all or a portion of their fees and/or reimburse expenses of the Fund or a share class to the extent necessary to attempt to avoid a negative yield (the “Voluntary Reduction”), or a yield below a specified level, which may vary from time to time in the Adviser's sole discretion. The Fund has agreed, subject to certain limitations, to reimburse the Adviser and its affiliates for the full dollar amount of any Voluntary Reduction incurred beginning on May 1, 2020. As of December 31, 2019, Adviser and its affiliates had not waived fees and/or reimbursed expenses under the Voluntary Reduction. Each of the Adviser and its affiliates may, in its sole discretion, irrevocably waive receipt of any or all reimbursement amounts due from the Fund. Any future reimbursement by the Fund of the Voluntary Reduction would increase the Fund's expenses and may reduce the Fund's yield during such period. There is no guarantee that the Voluntary Reduction will be in effect at any given time or that the Fund will be able to avoid a negative yield. |
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 | 1.88% | 0.54% | 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. |
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 7th 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 02210 |
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. |
a) | For any period during which there is a non-routine closure of the Fedwire or applicable Federal Reserve Banks; |
b) | For any period (1) during which the NYSE is closed other than customary week-end and holiday closings or (2) during which trading on the NYSE is restricted; |
c) | For any period during which an emergency exists as a result of which (1) disposal of securities owned by the Fund is not reasonably practicable or (2) it is not reasonably practicable for the Fund to fairly determine the net asset value of shares of the Fund; |
d) | For any period during which the SEC has, by rule or regulation, deemed that (1) trading shall be restricted or (2) an emergency exists; |
e) | For any period that the SEC, may by order permit for your protection; or |
f) | For any period during which the Fund as part of a necessary liquidation of the fund, has properly postponed and/or suspended redemption of shares and payment in accordance with federal securities laws. |
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 7th 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
12/31/19 |
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 | $ 1.0000 | |||
Income (loss) from investment operations: | |||||||
Net investment income
(loss)
|
0.0186 | 0.0150 | 0.0054 | 0.0001 | |||
Net realized gain
(loss)
|
0.0000(b) | — | 0.0000(b) | (0.0000)(b) | |||
Total from investment operations
|
0.0186 | 0.0150 | 0.0054 | 0.0001 | |||
Distributions to shareholders from: | |||||||
Net investment income
|
(0.0186) | (0.0150) | (0.0054) | (0.0001) | |||
Net realized gains
|
— | — | (0.0000)(b) | — | |||
Total distributions
|
(0.0186) | (0.0150) | (0.0054) | (0.0001) | |||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | $ 1.0000 | |||
Total return
(c)
|
1.88% | 1.51% | 0.54% | 0.01% | |||
Ratios and Supplemental Data: | |||||||
Net assets, end of period (in
000s)
|
$1,672,762 | $1,686,105 | $1,909,670 | $3,423,655 | |||
Ratios to Average Net Assets: | |||||||
Total expenses
|
0.37% | 0.37% | 0.37% | 0.37%(d) | |||
Net investment income
(loss)
|
1.87% | 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 7th 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 | 0.00% |
Other Expenses | 0.10% |
Total Annual Fund Operating Expenses1 | 0.15% |
1 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), and its affiliates, may voluntarily reduce all or a portion of their fees and/or reimburse expenses of the Fund or a share class to the extent necessary to attempt to avoid a negative yield (the “Voluntary Reduction”), or a yield below a specified level, which may vary from time to time in the Adviser's sole discretion. The Fund has agreed, subject to certain limitations, to reimburse the Adviser and its affiliates for the full dollar amount of any Voluntary Reduction incurred beginning on May 1, 2020. As of December 31, 2019, Adviser and its affiliates had not waived fees and/or reimbursed expenses under the Voluntary Reduction. Each of the Adviser and its affiliates may, in its sole discretion, irrevocably waive receipt of any or all reimbursement amounts due from the Fund. Any future reimbursement by the Fund of the Voluntary Reduction would increase the Fund's expenses and may reduce the Fund's yield during such period. There is no guarantee that the Voluntary Reduction will be in effect at any given time or that the Fund will be able to avoid a negative yield. |
1 year | 3 years | 5 years | 10 years | |||
$15 | $48 | $85 | $192 |
• | 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 |
||||
Institutional Class | 2.09% | 1.90% | 1/18/2018 |
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 | 0.00% |
Other Expenses | 0.10% |
Total Annual Fund Operating Expenses1 | 0.15% |
1 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), and its affiliates, may voluntarily reduce all or a portion of their fees and/or reimburse expenses of the Fund or a share class to the extent necessary to attempt to avoid a negative yield (the “Voluntary Reduction”), or a yield below a specified level, which may vary from time to time in the Adviser's sole discretion. The Fund has agreed, subject to certain limitations, to reimburse the Adviser and its affiliates for the full dollar amount of any Voluntary Reduction incurred beginning on May 1, 2020. As of December 31, 2019, Adviser and its affiliates had not waived fees and/or reimbursed expenses under the Voluntary Reduction. Each of the Adviser and its affiliates may, in its sole discretion, irrevocably waive receipt of any or all reimbursement amounts due from the Fund. Any future reimbursement by the Fund of the Voluntary Reduction would increase the Fund's expenses and may reduce the Fund's yield during such period. There is no guarantee that the Voluntary Reduction will be in effect at any given time or that the Fund will be able to avoid a negative yield. |
1 year | 3 years | 5 years | 10 years | |||
$15 | $48 | $85 | $192 |
One
Year |
Since
Inception
|
Inception
Date |
||||
Institutional Class | 2.09% | 2.06% | 7/30/2018 |
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 7th Street Suite 219189 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. |
Institutional Class(a) | |||
Year
Ended
12/31/19 |
For
the
Period 1/18/18*- 12/31/18 |
||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | |
Income (loss) from investment operations: | |||
Net investment income
(loss)
|
0.0207 | 0.0170 | |
Net realized gain
(loss)
|
0.0000(b) | — | |
Total from investment operations
|
0.0207 | 0.0170 | |
Distributions to shareholders from: | |||
Net investment income
|
(0.0207) | (0.0170) | |
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | |
Total return
(c)
|
2.09% | 1.67% | |
Ratios and Supplemental Data: | |||
Net assets, end of period (in
000s)
|
$950,202 | $639,733 | |
Ratios to Average Net Assets: | |||
Total expenses
|
0.15% | 0.15%(d) | |
Net investment income
(loss)
|
1.95% | 1.71%(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. |
Institutional Class(a) | |||
Year
Ended
12/31/19 |
For
the
Period 7/31/18*- 12/31/18 |
||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | |
Income (loss) from investment operations: | |||
Net investment income
(loss)
|
0.0207 | 0.0085 | |
Net realized gain
(loss)
|
(0.0000)(b) | — | |
Total from investment operations
|
0.0207 | 0.0085 | |
Distributions to shareholders from: | |||
Net investment income
|
(0.0207) | (0.0085) | |
Total distributions
|
(0.0207) | (0.0085) | |
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | |
Total return
(c)
|
2.09% | 0.85% | |
Ratios and Supplemental Data: | |||
Net assets, end of period (in
000s)
|
$468,721 | $ 94,554 | |
Ratios to Average Net Assets: | |||
Total expenses
|
0.15% | 0.15%(d) | |
Net expenses
|
0.15% | 0.15%(d) | |
Net investment income
(loss)
|
2.09% | 2.04%(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. |
00243660 | 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 | 0.07% |
Total Annual Fund Operating Expenses | 0.12% |
Less Fee Waivers and/or Expense Reimbursements1 | (0.02)% |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements1 | 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. The Adviser and its affiliates, may voluntarily reduce all or a portion of their fees and/or reimburse expenses of the Fund or a share class to the extent necessary to attempt to avoid a negative yield (the “Voluntary Reduction”), or a yield below a specified level, which may vary from time to time in the Adviser's sole discretion. The Fund has agreed, subject to certain limitations, to reimburse the Adviser and its affiliates for the full dollar amount of any Voluntary Reduction incurred beginning on May 1, 2020. As of December 31, 2019, Adviser and its affiliates had not waived fees and/or reimbursed expenses under the Voluntary Reduction. Each of the Adviser and its affiliates may, in its sole discretion, irrevocably waive receipt of any or all reimbursement amounts due from the Fund. Any future reimbursement by the Fund of the Voluntary Reduction would increase the Fund's expenses and may reduce the Fund's yield during such period. There is no guarantee that the Voluntary Reduction will be in effect at any given time or that the Fund will be able to avoid a negative yield. |
1 year | 3 years | 5 years | 10 years | |||
$10 | $37 | $66 | $152 |
One
Year |
Since
Inception
|
Inception
Date |
||||
State Street Treasury Obligations Money Market Fund | 2.16% | 1.87% | 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 7th 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 02210 |
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 12/31/19(a) |
Year
Ended 12/31/18(a) |
For
the
Period 10/05/17* - 12/31/17(a) |
|||
Net asset value, beginning of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | ||
Income (loss) from investment operations: | |||||
Net investment income
(loss)
|
0.0213 | 0.0178 | 0.0025 | ||
Net realized and unrealized gain
(loss)
|
(0.0000)(b) | — | — | ||
Total from investment operations
|
0.0213 | 0.0178 | 0.0025 | ||
Distributions to shareholders from: | |||||
Net investment income
|
(0.0213) | (0.0178) | (0.0025) | ||
Total distributions
|
(0.0213) | (0.0178) | (0.0025) | ||
Net asset value, end of period
|
$ 1.0000 | $ 1.0000 | $ 1.0000 | ||
Total return
(c)
|
2.16% | 1.79% | 0.25% | ||
Ratios and Supplemental Data: | |||||
Net assets, end of period (in
000s)
|
$4,220,578 | $3,620,569 | $2,926,362 | ||
Ratios to average net assets: | |||||
Total expenses
|
0.12% | 0.13% | 0.16%(d) | ||
Net expenses
|
0.08% | 0.08% | 0.08%(d) | ||
Net investment income
(loss)
|
2.13% | 1.77% | 1.08%(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 7th Street Suite 219737 Kansas City, MO 64105-1407 |
TAQXXSTATPRO | 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 Expenses1 | 0.15% | 0.32% | 0.37% | 0.20% | 0.12% | ||||
Total Annual Fund Operating Expenses | 0.20% | 0.42% | 0.52% | 0.25% | 0.17% | ||||
Less Fee Waivers and/or Expense Reimbursements2 | (0.05)% | (0.05)% | (0.05)% | (0.05)% | (0.05)% | ||||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements2 | 0.15% | 0.37% | 0.47% | 0.20% | 0.12% |
1 | Other expenses are based on estimates for the current fiscal year. |
2 | SSGA FM, as the investment adviser to the Fund is contractually obligated, through April 30, 2021 (i) to waive up to the full amount of the advisory fee payable by the Fund, and/or (ii) to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, interest, taxes, extraordinary expenses, acquired fund fees, any class-specific expenses, such as distribution, shareholder servicing, sub-transfer agency and administration fees) exceed 0.07% of average daily net assets on an annual basis (the “Total Annual Fund Operating Expense Waiver”). The Total Annual Fund Operating Expense Waiver may not be terminated prior to April 30, 2021 with respect to the Fund except with approval of the Fund's Board of Trustees. The Adviser and its affiliates, may voluntarily reduce all or a portion of their fees and/or reimburse expenses of the Fund or a share class to the extent necessary to attempt to avoid a negative yield (the “Voluntary Reduction”), or a yield below a specified level, which may vary from time to time in the Adviser's sole discretion. The Fund has agreed, subject to certain limitations, to reimburse the Adviser and its affiliates for the full dollar amount of any Voluntary Reduction incurred beginning on May 1, 2020. As of December 31, 2019, Adviser and its affiliates had not waived fees and/or reimbursed expenses under the Voluntary Reduction. Each of the Adviser and its affiliates may, in its sole discretion, irrevocably waive receipt of any or all reimbursement amounts due from the Fund. Any future reimbursement by the Fund of the Voluntary Reduction would increase the Fund's expenses and may reduce the Fund's yield during such period. There is no guarantee that the Voluntary Reduction will be in effect at any given time or that the Fund will be able to avoid a negative yield. |
1 year | 3 years | ||
Institutional | $15 | $ 55 | |
Administration | $38 | $125 | |
Investment | $48 | $157 | |
Investor | $20 | $ 71 | |
Premier | $12 | $ 44 |
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 | $250 |
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 Class | Administration Class | Investment Class | Investor Class | Premier Class | |
Minimum Initial Investment | $25,000,000 | $1,000 | $250 | $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 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 7th 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 02210 |
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. |
Institutional Class(a) | |
For
the
Period 12/20/19*- 12/31/19 |
|
Net asset value, beginning of period
|
$ 1.0000 |
Income (loss) from investment operations: | |
Net investment income
(loss)
|
0.0006 |
Net realized gain
(loss)
|
0.0000(b) |
Total from investment operations
|
0.0006 |
Distributions to shareholders from: | |
Net investment income
|
(0.0006) |
Net asset value, end of period
|
$ 1.0000 |
Total return
(c)
|
0.06% |
Ratios and Supplemental Data: | |
Net assets, end of period (in
000s)
|
$ 50 |
Ratios to Average Net Assets: | |
Total expenses
|
0.31%(d) |
Net expenses
|
0.11%(d) |
Net investment income
(loss)
|
1.85%(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. |
Investor Class(a) | |
For
the
Period 12/20/19*- 12/31/19 |
|
Net asset value, beginning of period
|
$ 1.0000 |
Income (loss) from investment operations: | |
Net investment income
(loss)
|
0.0006 |
Net realized gain
(loss)
|
0.0000(b) |
Total from investment operations
|
0.0006 |
Distributions to shareholders from: | |
Net investment income
|
(0.0006) |
Total distributions
|
(0.0006) |
Net asset value, end of period
|
$ 1.0000 |
Total return
(c)
|
0.06% |
Ratios and Supplemental Data: | |
Net assets, end of period (in
000s)
|
$ 50 |
Ratios to Average Net Assets: | |
Total expenses
|
0.36%(d) |
Net expenses
|
0.16%(d) |
Net investment income
(loss)
|
1.80%(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) | |
For
the
Period 12/04/2019 *- 12/31/19 |
|
Net asset value, beginning of period
|
$ 1.0000 |
Income (loss) from investment operations: | |
Net investment income
(loss)
|
0.0013 |
Net realized gain
(loss)
|
0.0000(b) |
Total from investment operations
|
0.0013 |
Distributions to shareholders from: | |
Net investment income
|
(0.0013) |
Total distributions
|
(0.0013) |
Net asset value, end of period
|
$ 1.0000 |
Total return
(c)
|
0.13% |
Ratios and Supplemental Data: | |
Net assets, end of period (in
000s)
|
$881,217 |
Ratios to Average Net Assets: | |
Total expenses
|
0.23%(d) |
Net expenses
|
0.08%(d) |
Net investment income
(loss)
|
1.75%(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 7th Street Suite 219737 Kansas City, MO 64105-1407 |
SSIITESGPRO | 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 Expenses1 | 0.07% |
Total Annual Fund Operating Expenses | 0.12% |
Less Fee Waivers and/or Expense Reimbursements2 | (0.04)% |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements2 | 0.08% |
1 | Other expenses are based on estimates for the current fiscal year. |
2 | SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”) is contractually obligated until April 30, 2021 to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of interest, brokerage commissions, taxes, extraordinary expenses, deferred organizational expenses or acquired fund fees and expenses) of the Select Class shares of the Fund exceed 0.08% of average daily net assets on an annual basis. This reimbursement arrangement for Select Class shares of the Fund may not be terminated prior to April 30, 2021 except with approval of the Fund's Board of Trustees. The Adviser and its affiliates, may voluntarily reduce all or a portion of their fees and/or reimburse expenses of the Fund or a share class to the extent necessary to attempt to avoid a negative yield (the “Voluntary Reduction”), or a yield below a specified level, which may vary from time to time in the Adviser's sole discretion. The Fund has agreed, subject to certain limitations, to reimburse the Adviser and its affiliates for the full dollar amount of any Voluntary Reduction incurred beginning on May 1, 2020. As of December 31, 2019, Adviser and its affiliates had not waived fees and/or reimbursed expenses under the Voluntary Reduction. Each of the Adviser and its affiliates may, in its sole discretion, irrevocably waive receipt of any or all reimbursement amounts due from the Fund. Any future reimbursement by the Fund of the Voluntary Reduction would increase the Fund's expenses and may reduce the Fund's yield during such period. There is no guarantee that the Voluntary Reduction will be in effect at any given time or that the Fund will be able to avoid a negative yield. |
1 year | 3 years | 5 years | 10 years | |||
$8 | $35 | $64 | $150 |
One
Year |
Five
Years |
Ten
Years |
Inception
Date |
|||||
Premier Class | 2.10% | 0.96% | 0.48% | 10/25/2007 |
Select Class | |
To establish an account | $750,000,000 |
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 Expenses1 | 0.07% |
Total Annual Fund Operating Expenses | 0.12% |
Less Fee Waivers and/or Expense Reimbursements2 | (0.04)% |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements2 | 0.08% |
1 | Other expenses are based on estimates for the current fiscal year. |
2 | SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”) is contractually obligated until April 30, 2021 to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of interest, brokerage commissions, taxes, extraordinary expenses, deferred organizational expenses or acquired fund fees and expenses) of the Select Class shares of the Fund exceed 0.08% of average daily net assets on an annual basis. This reimbursement arrangement for Select Class shares of the Fund may not be terminated prior to April 30, 2021 except with approval of the Fund's Board of Trustees. The Adviser and its affiliates, may voluntarily reduce all or a portion of their fees and/or reimburse expenses of the Fund or a share class to the extent necessary to attempt to avoid a negative yield (the “Voluntary Reduction”), or a yield below a specified level, which may vary from time to time in the Adviser's sole discretion. The Fund has agreed, subject to certain limitations, to reimburse the Adviser and its affiliates for the full dollar amount of any Voluntary Reduction incurred beginning on May 1, 2020. As of December 31, 2019, Adviser and its affiliates had not waived fees and/or reimbursed expenses under the Voluntary Reduction. Each of the Adviser and its affiliates may, in its sole discretion, irrevocably waive receipt of any or all reimbursement amounts due from the Fund. Any future reimbursement by the Fund of the Voluntary Reduction would increase the Fund's expenses and may reduce the Fund's yield during such period. There is no guarantee that the Voluntary Reduction will be in effect at any given time or that the Fund will be able to avoid a negative yield. |
1 year | 3 years | 5 years | 10 years | |||
$8 | $35 | $64 | $150 |
One
Year |
Five
Years |
Ten
Years |
Inception
Date |
|||||
Premier Class | 2.12% | 0.96% | 0.49% | 10/24/2007 |
Select Class | |
To establish an account | $750,000,000 |
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 Expenses1 | 0.07% |
Total Annual Fund Operating Expenses | 0.12% |
Less Fee Waivers and/or Expense Reimbursements2 | (0.04)% |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements2 | 0.08% |
1 | Other expenses are based on estimates for the current fiscal year. |
2 | SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”) is contractually obligated until April 30, 2021 to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of interest, brokerage commissions, taxes, extraordinary expenses, deferred organizational expenses or acquired fund fees and expenses) of the Select Class shares of the Fund exceed 0.08% of average daily net assets on an annual basis. This reimbursement arrangement for Select Class shares of the Fund may not be terminated prior to April 30, 2021 except with approval of the Fund's Board of Trustees. The Adviser and its affiliates, may voluntarily reduce all or a portion of their fees and/or reimburse expenses of the Fund or a share class to the extent necessary to attempt to avoid a negative yield (the “Voluntary Reduction”), or a yield below a specified level, which may vary from time to time in the Adviser's sole discretion. The Fund has agreed, subject to certain limitations, to reimburse the Adviser and its affiliates for the full dollar amount of any Voluntary Reduction incurred beginning on May 1, 2020. As of December 31, 2019, Adviser and its affiliates had not waived fees and/or reimbursed expenses under the Voluntary Reduction. Each of the Adviser and its affiliates may, in its sole discretion, irrevocably waive receipt of any or all reimbursement amounts due from the Fund. Any future reimbursement by the Fund of the Voluntary Reduction would increase the Fund's expenses and may reduce the Fund's yield during such period. There is no guarantee that the Voluntary Reduction will be in effect at any given time or that the Fund will be able to avoid a negative yield. |
1 year | 3 years | 5 years | 10 years | |||
$8 | $35 | $64 | $150 |
• | 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. |
Select Class | |
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 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 7th 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 02210 |
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. |
a) | For any period during which there is a non-routine closure of the Fedwire or applicable Federal Reserve Banks; |
b) | For any period (1) during which the NYSE is closed other than customary week-end and holiday closings or (2) during which trading on the NYSE is restricted; |
c) | For any period during which an emergency exists as a result of which (1) disposal of securities owned by the Fund is not reasonably practicable or (2) it is not reasonably practicable for the Fund to fairly determine the net asset value of shares of the Fund; |
d) | For any period during which the SEC has, by rule or regulation, deemed that (1) trading shall be restricted or (2) an emergency exists; |
e) | For any period that the SEC, may by order permit for your protection; or |
f) | For any period during which the Fund as part of a necessary liquidation of the fund, has properly postponed and/or suspended redemption of shares and payment in accordance with federal securities laws. |
• | 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. |
MULTISLCTSTATPRO | 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 | 0.90% |
Distribution and/or Shareholder Service (12b-1) Fees | 0.00% |
Other Expenses1 | 2.70% |
Total Annual Fund Operating Expenses | 3.60% |
Less Fee Waivers and/or Expense Reimbursements2 | (2.70)% |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.90% |
1 | Other expenses are based on estimates for the current fiscal year. |
2 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 2021 (i) to waive up to the full amount of the advisory fee payable by the Fund, and/or (ii) to reimburse the Fund to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, interest, taxes, and extraordinary expenses) exceed 0.90% 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 | |||
$92 | $852 | $1,633 | $3,685 |
1. | Banks, broker-dealers and other financial institutions (including registered investment advisers and financial planners) purchasing Fund 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 recordkeepers with an applicable agreement maintained with SSGA FD; |
3. | Endowments and foundations, and defined contribution, defined benefit, and other employer-sponsored employee benefit plans, whether or not qualified under the Internal Revenue Code (the “Code”); |
4. | Certain other registered open-end investment companies whose shares are distributed by SSGA FD; |
5. | 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; |
6. | Qualified state tuition plans described in Section 529 of the Code and donor-advised charitable gift funds (subject to all applicable terms and conditions); |
7. | Health Savings Accounts under Section 223 of the Code if such accounts are maintained by the Fund at an omnibus level; |
8. | Collective investment trusts. |
• | 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 | |
For
the
Period 5/30/19*- 12/31/19 |
|
Net asset value, beginning of period
|
$10.00 |
Income (loss) from investment operations: | |
Net investment income (loss)
(a)
|
0.09 |
Net realized and unrealized gain (loss)
|
1.78 |
Total from investment operations
|
1.87 |
Distributions to shareholders from: | |
Net investment income
|
(0.08) |
Total distributions
|
(0.08) |
Net asset value, end of period
|
$ 11.79 |
Total return
(b)
|
18.71% |
Ratios and Supplemental Data: | |
Net assets, end of period (in 000s)
|
$5,896 |
Ratios to average net assets: | |
Total expenses
|
5.35%(c) |
Net expenses
|
0.90%(c) |
Net investment income (loss)
|
1.32%(c) |
Portfolio turnover rate
|
18%(d) |
* | Commencement of operations. |
(a) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year. |
(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. |
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 7th Street Suite 219737 Kansas City, MO 64105-1407 |
SSIITCHINAPRO | The State Street Institutional Investment Trust's Investment Company Act File Number is 811-09819. |
Institutional Class | Administration Class | Investment Class | Investor Class | Premier Class | |||||
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 Class | Administration Class | Investment Class | Investor Class | Premier Class | |||||
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 Expenses1 | 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 Reimbursements2 | (0.29)% | (0.29)% | (0.29)% | (0.29)% | (0.29)% | ||||
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements2 | 0.20% | 0.42% | 0.52% | 0.25% | 0.17% |
1 | Other expenses are based on estimates for the current fiscal year. |
2 | The Fund's investment adviser, SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), is contractually obligated until April 30, 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, 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, 2021 except with approval of the Fund's Board of Trustees. The Adviser and its affiliates, may voluntarily reduce all or a portion of their fees and/or reimburse expenses of the Fund or a share class to the extent necessary to attempt to avoid a negative yield (the “Voluntary Reduction”), or a yield below a specified level, which may vary from time to time in the Adviser's sole discretion. The Fund has agreed, subject to certain limitations, to reimburse the Adviser and its affiliates for the full dollar amount of any Voluntary Reduction incurred beginning on May 1, 2020. As of December 31, 2019, Adviser and its affiliates had not waived fees and/or reimbursed expenses under the Voluntary Reduction. Each of the Adviser and its affiliates may, in its sole discretion, irrevocably waive receipt of any or all reimbursement amounts due from the Fund. Any future reimbursement by the Fund of the Voluntary Reduction would increase the Fund's expenses and may reduce the Fund's yield during such period. There is no guarantee that the Voluntary Reduction will be in effect at any given time or that the Fund will be able to avoid a negative yield. |
1 year | 3 years | ||
Institutional | $20 | $128 | |
Investment | $53 | $230 | |
Investor | $26 | $144 | |
Premier | $17 | $118 | |
Administration | $43 | $198 |
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 | $250 |
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 Class | Administration Class | Investment Class | Investor Class | Premier Class | |
Minimum Initial Investment | $25,000,000 | $1,000 | $250 | $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. |
Institutional Class | Administration Class | Investment Class | Investor Class | Premier Class | |
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 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 7th 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 02210 |
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 7th Street Suite 219737 Kansas City, MO 64105-1407 |
CASHRESSTATPRO | 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 Expenses1 | 0.09% |
Total Annual Fund Operating Expenses2 | 0.09% |
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”), and its affiliates, may voluntarily reduce all or a portion of their fees and/or reimburse expenses of the Fund or a share class to the extent necessary to attempt to avoid a negative yield (the “Voluntary Reduction”), or a yield below a specified level, which may vary from time to time in the Adviser's sole discretion. The Fund has agreed, subject to certain limitations, to reimburse the Adviser and its affiliates for the full dollar amount of any Voluntary Reduction incurred beginning on May 1, 2020. As of December 31, 2019, Adviser and its affiliates had not waived fees and/or reimbursed expenses under the Voluntary Reduction. Each of the Adviser and its affiliates may, in its sole discretion, irrevocably waive receipt of any or all reimbursement amounts due from the Fund. Any future reimbursement by the Fund of the Voluntary Reduction would increase the Fund's expenses and may reduce the Fund's yield during such period. There is no guarantee that the Voluntary Reduction will be in effect at any given time or that the Fund will be able to avoid a negative yield. |
1 year | 3 years | |
$9 | $29 |
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 |
CASHPORTSTATPRO | 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 Expenses2 | 12.20% | 12.20% | 12.00% | ||
Total Annual Fund Operating Expenses | 13.20% | 12.95% | 12.75% | ||
Less Fee Waivers and/or Expense Reimbursements3 | (12.00)% | (12.00)% | (12.00)% | ||
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, 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, 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, 2021 except with approval of the Fund's Board of Trustees. |
1 year | 3 years | 5 years | 10 years | ||||
Class A | $641 | $3,029 | $5,041 | $8,794 | |||
Class I | $ 97 | $2,582 | $4,687 | $8,650 |
1 year | 3 years | 5 years | 10 years | ||||
Class K | $77 | $2,533 | $4,623 | $8,586 |
One
Year |
Since
Inception
|
Inception
Date |
||||
Class K | 7/13/2016 | |||||
Return Before Taxes | 20.39% | 9.99% | ||||
Return After Taxes on Distributions | 19.44% | 6.29% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 12.07% | 6.51% | ||||
MSCI ACWI ex USA Index (reflects no deduction for fees, expenses or taxes other than withholding taxes on reinvested dividends) | 21.51% | 9.40% |
Class A | |
To establish an account | $2,000 |
To add to an existing account | None |
Class I | |
To establish an account | None |
To add to an existing account | None |
Class K | |
To establish an account | None |
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 |
$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 Commission1, 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) shares1 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. |
• | 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. |
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). |
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. 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) that have entered into agreements with the Fund to purchase Class I 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. | Defined contribution, defined benefit and other employer-sponsored employee benefit plans, whether or not qualified under the Code. |
1. | Banks, broker-dealers and other financial institutions (including registered investment advisers and financial planners) purchasing Fund 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 recordkeepers with an applicable agreement maintained with SSGA FD; |
3. | Endowments and foundations, and 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. | 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; |
6. | Qualified state tuition plans described in Section 529 of the Code and donor-advised charitable gift funds (subject to all applicable terms and conditions); |
7. | Health Savings Accounts under Section 223 of the Code if such accounts are maintained by the Fund at an omnibus level; |
8. | Collective investment trusts. |
• | 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 12/31/19 |
Year
Ended 12/31/18 |
Year
Ended 12/31/17 |
For
the
Period 07/14/16* - 12/31/16 |
||||
Net asset value, beginning of period
|
$ 8.08 | $ 12.56 | $11.25 | $10.00 | |||
Income (loss) from investment operations: | |||||||
Net investment income (loss)
(a)
|
0.18 | 0.21 | 0.24 | 0.02 | |||
Net realized and unrealized gain
(loss)
|
1.47 | (2.66) | 2.56 | 1.44 | |||
Total from investment operations
|
1.65 | (2.45) | 2.80 | 1.46 | |||
Distributions to shareholders from: | |||||||
Net investment income
|
(0.19) | (0.22) | (0.24) | (0.02) | |||
Net realized gains
|
— | (1.81) | (1.25) | (0.19) | |||
Total distributions
|
(0.19) | (2.03) | (1.49) | (0.21) | |||
Net asset value, end of period
|
$ 9.54 | $ 8.08 | $ 12.56 | $ 11.25 | |||
Total return
(b)
|
20.39% | (19.32)% | 25.03% | 14.57% | |||
Ratios and Supplemental Data: | |||||||
Net assets, end of period (in
000s)
|
$1,907 | $ 1,617 | $2,512 | $2,250 | |||
Ratios to average net assets: | |||||||
Total expenses
|
12.74% | 7.58% | 7.26% | 7.76%(c) | |||
Net expenses
|
0.75% | 0.75% | 0.75% | 0.75%(c) | |||
Net investment income
(loss)
|
2.09% | 1.76% | 1.86% | 0.44%(c) | |||
Portfolio turnover rate
|
35% | 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 7th Street Suite 219737 Kansas City, MO 64105-1407 |
SSITVSLSTATPRO | 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, 2020
Fund |
TICKER |
|
STATE STREET AGGREGATE BOND INDEX FUND | ||
Class A | (SSFCX) | |
Class I | (SSFDX) | |
Class K | (SSFEX) | |
STATE STREET DEFENSIVE GLOBAL EQUITY FUND (Formerly, State Street Disciplined Global Equity Fund) | ||
Class A | (SSGGX) | |
Class I | (SSGMX) | |
Class K | (SSGKX) | |
STATE STREET EMERGING MARKETS EQUITY INDEX FUND | ||
Class A | (SSUEX) | |
Class I | (SSLEX) | |
Class K | (SSKEX) | |
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) |
Fund |
TICKER |
|
STATE STREET GLOBAL ALL CAP EQUITY EX-U.S. INDEX FUND (Formerly, State Street Global Equity ex-U.S. Index Fund) | ||
Class A | (SSGHX) | |
Class I | (SSGJX) | |
Class K | (SSGLX) | |
STATE STREET HEDGED INTERNATIONAL DEVELOPED EQUITY INDEX FUND | ||
Class A | (SSHEX) | |
Class I | (SSHNX) | |
Class K | (SSHQX) | |
STATE STREET INTERNATIONAL DEVELOPED EQUITY INDEX FUND | ||
Class A | (SSIHX) | |
Class I | (SSIKX) | |
Class K | (SSIWX) | |
STATE STREET INTERNATIONAL VALUE SPOTLIGHT FUND | ||
Class A | ( ) | |
Class I | ( ) | |
Class K | (SIVSX) | |
STATE STREET SMALL/MID CAP EQUITY INDEX FUND | ||
Class A | (SSMJX) | |
Class I | (SSMLX) | |
Class K | (SSMKX) | |
STATE STREET TARGET RETIREMENT 2020 FUND | ||
Class I | (SSBNX) | |
Class K | (SSBOX) |
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 2065 FUND | ||
Class I | (SSFJX) | |
Class K | (SSFKX) | |
STATE STREET TARGET RETIREMENT FUND | ||
Class I | (SSFNX) | |
Class K | (SSFOX) |
This Statement of Additional Information (SAI) relates to the prospectuses dated April 30, 2020, 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, 2019, 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.
6 | ||||
8 | ||||
9 | ||||
41 | ||||
62 | ||||
62 | ||||
75 | ||||
89 | ||||
91 | ||||
95 | ||||
96 | ||||
96 | ||||
109 | ||||
109 | ||||
A-1 | ||||
B-1 | ||||
Appendix C - Advisers and Sub-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 Aggregate Bond Index Fund (the Aggregate Bond Index Fund); |
|
State Street Aggregate Bond Index Portfolio (the Aggregate Bond Index Portfolio); |
|
State Street Cash Reserves Fund; |
|
State Street Cash Reserves Portfolio; |
|
State Street Defensive Global Equity Fund (the Defensive Global Equity Fund); |
|
State Street Emerging Markets Equity Index Fund (the Emerging Markets Equity Index Fund); |
|
State Street Equity 500 Index Fund (the Equity 500 Index Fund); |
|
State Street Equity 500 Index II Portfolio (the Equity 500 Index II Portfolio); |
|
State Street ESG Liquid Reserves Fund; |
|
State Street Global All Cap Equity ex-U.S. Index Fund (the Global All Cap Equity ex-U.S. Index Fund); |
|
State Street Global All Cap Equity ex-U.S. Index Portfolio (the Global All Cap 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 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 (the Small/Mid Cap Equity Index Fund); |
|
State Street Small/Mid Cap Equity Index Portfolio (the Small/Mid Cap Equity Index Portfolio); |
|
State Street Target Retirement Fund (the Retirement 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); |
6
|
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 Target Retirement 2065 Fund (the Target Retirement 2065 Fund); |
|
State Street Treasury Obligations Money Market Fund; |
|
State Street Ultra Short Term Bond Fund; and |
|
State Street Ultra Short Term Bond Portfolio. |
The Trust includes the following non-diversified series:
|
State Street China Equity Select Fund; |
|
State Street International Value Spotlight Fund (the International Value Spotlight Fund). |
The Aggregate Bond Index Fund, the Defensive Global Equity Fund, the Emerging Markets Equity Index Fund, the Equity 500 Index Fund, the Global All Cap Equity ex-U.S. Index Fund, the Hedged International Developed Equity Index Fund, the International Developed Equity Index Fund , the International Value Spotlight Fund, the Small/Mid Cap Equity Index Fund, the Target Retirement 2020 Fund, the Target Retirement 2025 Fund, the Target Retirement 2030 Fund, the Target Retirement 2035 Fund, the Target Retirement 2040 Fund, the Target Retirement 2045 Fund, the Target Retirement 2050 Fund, the Target Retirement 2055 Fund, the Target Retirement 2060 Fund, and the Target Retirement 2065 Fund are referred to in this SAI as the Funds, and each Fund may be referred to in context as the Fund.
The Aggregate Bond Index Fund, the Emerging Markets Equity Index Fund, the Equity 500 Index Fund, the Global All Cap Equity ex-U.S. Index Fund, the Hedged International Developed Equity Index Fund, the International Developed Equity Index Fund and the Small/Mid Cap Equity Index Fund are referred to in this SAI as the Index Funds. The Retirement 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 2065 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 | |
Aggregate Bond Index Fund | Aggregate Bond Index Portfolio | |
Defensive Global Equity Fund | State Street Defensive Global Equity Portfolio (Defensive Global Equity Portfolio) (formerly, State Street Disciplined Global Equity Portfolio)* | |
Equity 500 Index Fund | Equity 500 Index II Portfolio | |
Global All Cap Equity ex-U.S. Index Fund | Global All Cap Equity ex-U.S. Index Portfolio |
7
Feeder Fund | Master Portfolio | |
International Developed Equity Index Fund | State Street International Developed Equity Index Portfolio (International Developed Equity Index Portfolio)** | |
Small/Mid Cap Equity Index Fund | Small/Mid Cap Equity Index Portfolio |
* |
This Portfolio is in the SSGA Active Trust. |
** |
This Portfolio is in the State Street Master Funds. |
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.
Effective October 9, 2019, the State Street Global Equity ex-U.S. Index Fund changed its name to State Street Global All Cap Equity ex-U.S. Index 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 described in each Funds Prospectus, a Fund 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.
Additional Information Concerning the MSCI All Country World Index ex USA Investable Market Index (the MSCI ACWI ex USA IMI Index or sometimes referred to in context as the Index)
The Global All Cap 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 All Cap Equity ex-U.S. Index Fund or any member of the public regarding the advisability of investing in securities generally or in the Global All Cap Equity ex-U.S. Index Fund particularly or the ability of the MSCI Index to track general performance. MSCIs only relationship to the Global All Cap 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 All Cap Equity ex-U.S. Index Fund. MSCI has no obligation to take the needs of the Global All Cap Equity ex-
8
U.S. Index Fund or the owners of shares of the Global All Cap 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 All Cap Equity ex-U.S. Index Fund or the timing of the issuance or sale of shares of Global All Cap Equity ex-U.S. Index Fund, or calculation of the equation by which shares of the Global All Cap 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 All Cap 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 All Cap Equity ex-U.S. Index Fund, owners of shares of the Global All Cap 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 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.
9
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.
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 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 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.
10
Market Turbulence Resulting from COVID-19
An outbreak of a respiratory disease caused by a novel coronavirus first detected in China in December 2019 has spread globally in a short period of time. In an organized attempt to contain and mitigate the effects of the spread of the coronavirus known as COVID-19, governments and businesses world-wide have taken aggressive measures, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations. COVID-19 has resulted in the disruption of and delays in the delivery of healthcare services and processes, the cancellation of organized events and educational institutions, the disruption of production and supply chains, a decline in consumer demand for certain goods and services, and general concern and uncertainty, all of which have contributed to increased volatility in global markets. The effects of COVID-19 will likely affect certain sectors and industries more dramatically than others, which may adversely affect the value of a Funds investments in those sectors or industries. COVID-19, and other epidemics and pandemics that may arise in the future, could adversely affect the economies of many nations, the global economy, individual companies and capital markets in ways that cannot be foreseen at the present time. In addition, the impact of infectious diseases in developing or emerging market countries may be greater due to limited health care resources. Political, economic and social stresses caused by COVID-19 also may exacerbate other pre-existing political, social and economic risks in certain countries. The duration of COVID- 19 and its effects cannot be determined at this time, but the effects could be present for an extended period of time.
Swap Execution Facilities
Certain derivatives contracts are required to be executed through swap execution facilities (SEFs). A SEF is a trading platform where multiple market participants can execute derivatives by accepting bids and offers made by multiple other participants in the platform. Such requirements may make it more difficult and costly for investment funds, such as a Fund, to enter into highly tailored or customized transactions. Trading swaps on a SEF may offer certain advantages over traditional bilateral over-the-counter trading, such as ease of execution, price transparency, increased liquidity and/or favorable pricing. Execution through a SEF is not, however, without additional costs and risks, as parties are required to comply with SEF and CFTC rules and regulations, including disclosure and recordkeeping obligations, and SEF rights of inspection, among others. SEFs typically charge fees, and if a Fund executes derivatives on a SEF 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.
11
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.
In addition, in November 2019, the SEC issued a release re-proposing a rule under the 1940 Act providing for the regulation of registered investment companies use of derivatives and certain related instruments. The ultimate impact, if any, of possible regulation remains unclear, but the proposed rule, if adopted, could, among other things, restrict a Funds ability to engage in derivatives transactions and/or increase the costs of such derivatives transactions such that a Fund may be unable to implement its investment strategy. These and other regulations are new and evolving, so their potential impact on the Funds and the financial system are not yet known.
Commodities
General. The Funds may invest in commodities. There are several additional risks associated with transactions in commodity futures contracts, swaps on commodity futures contracts, commodity forward contracts and other commodities instruments. In the commodity instruments markets, producers of the underlying commodity may decide to hedge the price risk of selling the commodity by selling commodity instruments today to lock in the price of the commodity at delivery tomorrow. In order to induce speculators to purchase the other side of the same commodity instrument, the commodity producer generally must sell the commodity instrument at a lower price than the expected future spot price. Conversely, if most hedgers in the commodity instruments market are purchasing commodity instruments to hedge against a rise in prices, then speculators will only sell the other side of the commodity instrument at a higher future price than the expected future spot price of the commodity. The changing nature of the hedgers and speculators in the commodity markets will influence whether futures prices are above or below the expected future spot price, which can have significant implications for the Funds. If the nature of hedgers and speculators in commodity instruments markets has shifted when it is time for a Fund to reinvest the proceeds of a maturing contract in a new commodity instrument, the Fund might reinvest at a higher or lower future price, or choose to pursue other investments. The commodities which underlie commodity instruments may be subject to additional economic and non-economic variables, such as drought, floods, weather, livestock disease, embargoes, tariffs, and international economic, political and regulatory developments. These factors may have a larger impact on commodity prices and commodity-linked instruments than on traditional securities. Certain commodities are also subject to limited pricing flexibility because of supply and demand factors. Others are subject to broad price fluctuations as a result of the volatility of the prices for certain raw materials and the instability of supplies of other materials. These additional variables may create additional investment risks which subject a Funds investments to greater volatility than other investments. Also, unlike the financial instruments markets, in the commodity instruments markets there are costs of physical storage associated with purchasing the underlying commodity. The price of the commodity instruments contract will reflect the storage costs of purchasing the physical commodity, including the time value of money invested in the physical commodity. To the extent that the storage costs for an underlying commodity change while a Fund is invested in instruments on that commodity, the value of the commodity instrument may change proportionately.
A Funds ability to invest in commodity-linked investments may be limited by the Funds intention to qualify as a regulated investment company (RIC) under the Internal Revenue Code of 1986, as amended (the Code) and could bear on the ability of a Fund to so qualify. See Taxation of the Funds below.
12
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 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.
13
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 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.
14
Foreign Currency Transactions and Foreign Currency Derivatives
The Funds may enter into a variety of different foreign currency transactions, including, by way of example, currency forward transactions, spot transactions, futures and forward contracts, swaps, or options. Most of these transactions are entered into over the counter, and a Fund assumes the risk that the counterparty may be unable or unwilling to perform its obligations, in addition to the risk of unfavorable or unanticipated changes in the values of the currencies underlying the transactions. Certain types of over-the-counter currency transactions may be uncollateralized, and a Fund may not be able to recover all or any of the assets owed to it under such transactions if its counterparty should default. In some markets or in respect of certain currencies, a Fund may be required, or agree, in SSGA FMs discretion, to enter into foreign currency transactions via the custodians relevant sub-custodian. SSGA FM may be subject to a conflict of interest in agreeing to any such arrangements on behalf of a Fund. Such transactions executed directly with the sub-custodian are executed at a rate determined solely by such sub-custodian. Accordingly, a Fund may not receive the best pricing of such currency transactions. Regulatory changes in a number of jurisdictions may require that certain currency transactions be subject to central clearing, or be subject to new or increased collateral requirements. These changes could increase the costs of currency transactions to a Fund and may make certain transactions unavailable; they may also increase the credit risk of such transactions to a Fund.
Foreign Securities
The Funds are permitted to invest in foreign securities. Foreign securities include securities of foreign companies and foreign governments (or agencies or subdivisions thereof). If a Funds securities are held abroad, the countries in which such securities may be held and the sub-custodian holding them must be approved by the Board of Trustees of the Trust (the Board of Trustees or the Board) or its delegate under applicable rules adopted by the Securities and Exchange Commission (SEC). In buying foreign securities, the Fund may convert U.S. dollars into foreign currency, but only to effect securities transactions on foreign securities exchanges and not to hold such currency as an investment.
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
15
potentially be confiscatory), higher brokerage costs, thinner trading markets, currency blockages or transfer restrictions, expropriation, nationalization, military coups or other adverse political or economic developments; less government supervision and regulation of securities exchanges, brokers and listed companies; and the difficulty of enforcing obligations in other countries. Purchases of foreign securities are usually made in foreign currencies and, as a result, a Fund may incur currency conversion costs and may be affected favorably or unfavorably by changes in the value of foreign currencies against the U.S. dollar. Further, it may be more difficult for a Funds agents to keep currently informed about corporate actions which may affect the prices of portfolio securities. Communications between the United States and foreign countries may be less reliable than within the United States, thus increasing the risk of delayed settlements of portfolio transactions or loss of certificates for portfolio securities. Certain markets may require payment for securities before delivery. A Funds ability and decisions to purchase and sell portfolio securities may be affected by laws or regulations relating to the convertibility of currencies and repatriation of assets.
A number of current significant political, demographic and economic developments may affect investments in foreign securities and in securities of companies with operations overseas. Such developments include dramatic political changes in government and economic policies in several Eastern European countries and the republics composing the former Soviet Union, as well as the unification of the European Economic Community. The course of any one or more of these events and the effect on trade barriers, competition and markets for consumer goods and services are uncertain. Similar considerations are of concern with respect to developing countries. For example, the possibility of revolution and the dependence on foreign economic assistance may be greater in these countries than in developed countries. Management seeks to mitigate the risks associated with these considerations through diversification and active professional management.
16
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
17
established, may not exceed 100% of the liquidation value of the Funds portfolio (after accounting for unrealized profits and unrealized losses on any such positions). A Fund would not be required to consider its exposure to such instruments if they were held for bona fide hedging purposes, as such term is defined in the rules of the CFTC. In addition to meeting one of the foregoing trading limitations, the Fund may not market itself as a commodity pool or otherwise as a vehicle for trading in the markets for CFTC-regulated instruments.
Options on futures contracts. In return for the premium paid, options on futures contracts give the purchaser the right to assume a position in a futures contract at the specified option exercise price at any time during the period of the option. Options on futures are similar to options on securities except that options on futures give the purchaser the right, in return for the premium paid, to assume a position in a futures contract (a long position if the option is a call and a short position if the option is a put) at a specified exercise price at any time during the period of the option. Upon exercise of the option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the writers futures margin account which represents the amount by which the market price of the futures contract, at exercise, exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the option on the futures. If an option is exercised on the last trading day prior to its expiration date, the settlement will be made entirely in cash. Purchasers of options who fail to exercise their options prior to the exercise date suffer a loss of the premium paid.
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.
18
U.S. Treasury security futures contracts and options. Some U.S. Treasury security futures contracts require the seller to deliver, or the purchaser to take delivery of, the type of U.S. Treasury security called for in the contract at a specified date and price; others may be settled in cash. Options on U.S. Treasury security futures contracts give the purchaser the right in return for the premium paid to assume a position in a U.S. Treasury security futures contract at the specified option exercise price at any time during the period of the option.
Successful use of U.S. Treasury security futures contracts by a Fund is subject to the Advisers ability to predict movements in the direction of interest rates and other factors affecting markets for debt securities. For example, if a Fund has sold U.S. Treasury security futures contracts in order to hedge against the possibility of an increase in interest rates which would adversely affect the values of securities held in its portfolio, and the prices of the Funds securities increase instead as a result of a decline in interest rates, the Fund will lose part or all of the benefit of the increased value of its securities which it has hedged because it will have offsetting losses in its futures positions. In addition, in such situations, if the Fund has insufficient cash, it may have to sell securities to meet daily maintenance margin requirements at a time when it may be disadvantageous to do so.
There is also a risk that price movements in U.S. Treasury security futures contracts and related options will not correlate closely with price movements in markets for particular securities. For example, if a Fund has hedged against a decline in the values of tax-exempt securities held by it by selling Treasury security futures and the values of Treasury securities subsequently increase while the values of the Funds tax-exempt securities decrease, the Fund would incur losses on both the Treasury security futures contracts written by it and the tax-exempt securities held in its portfolio.
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.
19
High Yield Securities
The Funds may invest a portion of their assets in high yield debt securities (commonly known as junk bonds). Investment in high yield securities generally provides greater income and increased opportunity for capital appreciation than investments in higher quality securities, but they also typically entail greater price volatility and credit risk. These high yield securities are regarded as predominantly speculative with respect to the issuers continuing ability to meet principal and interest payments. Analysis of the creditworthiness of issuers of debt securities that are high yield may be more complex than for issuers of higher quality debt securities. In addition, high yield securities are often issued by smaller, less creditworthy companies or by highly leveraged (indebted) firms, but can also be issued by governments. Such issuers are generally less able than more financially stable issuers to make scheduled payments of interest and principal. The risks posed by securities issued under such circumstances are substantial.
Investing in high yield debt securities involves risks that are greater than the risks of investing in higher quality debt securities. These risks include: (i) changes in credit status, including weaker overall credit conditions of issuers and risks of default; (ii) industry, market and economic risk; and (iii) greater price variability and credit risks of certain high yield securities such as zero coupon and payment-in-kind securities. While these risks provide the opportunity for maximizing return over time, they may result in greater volatility of the value of the Fund than a fund that invests in higher-rated securities.
Furthermore, the value of high yield securities may be more susceptible to real or perceived adverse economic, company or industry conditions than is the case for higher quality securities. The market values of certain of these lower-rated and unrated debt securities tend to reflect individual issuer developments to a greater extent than do higher-rated securities which react primarily to fluctuations in the general level of interest rates, and tend to be more sensitive to economic conditions than are higher-rated securities. Adverse market, credit or economic conditions could make it difficult at certain times to sell certain high yield securities held by a Fund.
The secondary market on which high yield securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading market could adversely affect the price at which a Fund could sell a high yield security, and could adversely affect the daily net asset value (NAV) 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.
The SEC has adopted a liquidity risk management rule (the Liquidity Rule) that requires the Funds to establish a liquidity risk management program (the LRMP). The Trustees, including a majority of the Independent Trustees (defined infra), have designated the Adviser to administer the Funds LRMP. Under the LRMP, the Adviser assesses, manages, and periodically reviews the Funds liquidity risk. The Liquidity Rule defines liquidity risk as the risk that the Funds could not meet requests to redeem shares issued by the Funds without significant dilution of remaining investors interests in the Funds. The liquidity of the Funds portfolio investments is determined based on relevant market,
20
trading and investment-specific considerations under the LRMP. To the extent that an investment is deemed to be an illiquid investment or a less liquid investment, the Funds can expect to be exposed to greater liquidity risk. The Liquidity Rules impact on a Fund, and on the open-end fund industry in general, is not yet fully known, but the rule could affect a Funds performance and its ability to achieve its investment objectives. While the liquidity risk management program attempts to assess and manage liquidity risk, there is no guarantee it will be effective in its operations and may not reduce the liquidity risk inherent in a Funds investments.
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.
21
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.
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, epidemics or pandemics 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 Economic and Monetary Union of the European (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. At a referendum in June 2016, the United Kingdom (the U.K.) voted to leave the European Union (E.U.) thereby initiating the British exit from the E.U. (commonly known as Brexit). In March 2017, the U.K. formally notified the European Council of the U.K.s intention to withdraw from the EU pursuant to Article 50 of the Treaty on European Union. This formal notification began a multi-year period of negotiations regarding the terms of the U.K.s exit from the E.U., which formally occurred on January 31, 2020. A transition period will take place following the U.K.s exit where the U.K. will remain subject to E.U. rules but will have no role in the E.U. law-making process. During this transition period, U.K. and E.U. representatives will be negotiating the precise terms of their future relationship. There is still considerable uncertainty relating to the potential consequences associated with the exit, how the negotiations for the withdrawal and new trade agreements will be conducted, and
22
whether the U.K.s exit will increase the likelihood of other countries also departing the E.U. Brexit may have a significant impact on the U.K., Europe, and global economies, which may result in increased volatility and illiquidity, and potentially lower economic growth in markets in the U.K., Europe and globally, which may adversely affect the value of the 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.
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 U.K.s 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.
The elimination of LIBOR may adversely affect the interest rates on, and value of, certain investments for which the value is tied to LIBOR. Such investments may include bank loans, derivatives, floating rate securities, and other assets or liabilities tied to LIBOR. Actions by regulators have resulted in the establishment of alternative reference rates to LIBOR in most major currencies. The U.S. Federal Reserve, based on the recommendations of the New York Federal Reserves Alternative Reference Rate Committee (comprised of major derivative market participants and their regulators), has begun publishing a Secured Overnight Funding Rate (SOFR), that is intended to replace U.S. dollar LIBOR. Proposals for alternative reference rates for other currencies have also been announced or have already begun publication. Markets are slowly developing in response to these new rates. Questions around liquidity impacted by these rates, and how to appropriately adjust these rates at the time of transition, remain a concern for the Funds.
The effect of any changes to, or discontinuation of, LIBOR on the Funds will vary depending, among other things, on (1) existing fallback or termination provisions in individual contracts and (2) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new products and instruments. Accordingly, it is difficult to predict the full impact of the transition away from LIBOR on the Funds until new reference rates and fallbacks for both legacy and new products, instruments and contracts are commercially accepted.
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.
23
Mortgage-Related Securities
The Funds, except for the Emerging Markets 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.
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.
24
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.
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.
25
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.
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.
26
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 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.
27
Other Asset-Backed Securities
In addition to the mortgage related securities discussed above, the Funds 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.
Private Placements and Restricted Securities
Each Fund may invest in securities that are purchased in private placements and, accordingly, are subject to restrictions on resale as a matter of contract or under federal securities laws. While such private placements may offer attractive opportunities for investment not otherwise available on the open market, the securities so purchased are often restricted securities, i.e., securities which cannot be sold to the public without registration under the Securities Act of 1933 (the Securities Act) or the availability of an exemption from registration (such as Rules 144 or 144A), or which are not readily marketable because they are subject to other legal or contractual delays in or restrictions on resale. Generally speaking, restricted securities may be sold only to qualified institutional buyers, or in a privately negotiated transaction to a limited number of purchasers, or in limited quantities after they have been held for a specified period of time and other conditions are met pursuant to an exemption from registration, or in a public offering for which a registration statement is in effect under the Securities Act.
Because there may be relatively few potential purchasers for such investments, especially under adverse market or economic conditions or in the event of adverse changes in the financial condition of the issuer, the Fund could find it more difficult to sell such securities when the Adviser believes it advisable to do so or may be able to sell such securities only at prices lower than if such securities were more widely held. Market quotations for such securities are generally less readily available than for publicly traded securities. The absence of a trading market can make it difficult to ascertain a market value for such securities for purposes of computing the Funds net asset value, and the judgment of the Adviser may at times play a greater role in valuing these securities than in the case of publicly traded securities. Disposing of such securities, which may be illiquid investments, can involve time-consuming negotiation and legal expenses, and it may be difficult or impossible for the Fund to sell them promptly at an acceptable price. The Fund may have to bear the extra expense of registering such securities for resale and the risk of substantial delay in effecting such registration.
A Fund may be deemed to be an underwriter for purposes of the Securities Act when selling restricted securities to the public, and in such event the Fund may be liable to purchasers of such securities if the registration statement prepared by the issuer, or the prospectus forming a part of it, is materially inaccurate or misleading.
28
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)
Each Fund may invest in REITs. REITs pool investors funds for investment primarily in income producing real estate or real estate loans or interests. A REIT is not taxed on income distributed to shareholders if it complies with several requirements relating to its organization, ownership, assets, and income and a requirement that it distribute to its shareholders at least 90% of its taxable income (other than net capital gains) for each taxable year. REITs can generally be classified as Equity REITs, Mortgage REITs and Hybrid REITs. Equity REITs, which invest the majority of their assets directly in real property, derive their income primarily from rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs, which invest the majority of their assets in real estate mortgages, derive their income primarily from interest payments. Hybrid REITs combine the characteristics of both Equity REITs and Mortgage REITs. A Fund will not invest in real estate directly, but only in securities issued by real estate companies. However, a Fund may be subject to risks similar to those associated with the direct ownership of real estate (in addition to securities markets risks) because of its policy of concentration in the securities of companies in the real estate industry. These include declines in the value of real estate, risks related to general and local economic conditions, dependency on management skill, heavy cash flow dependency, possible lack of availability of mortgage funds, overbuilding, extended vacancies of properties, increased competition, increases in property taxes and operating expenses, changes in zoning laws, losses due to costs resulting from the clean-up of environmental problems, liability to third parties for damages resulting from environmental problems, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal of properties to tenants and changes in interest rates. Investments in REITs may subject Fund shareholders to duplicate management and administrative fees.
In addition to these risks, Equity REITs may be affected by changes in the value of the underlying property owned by the trusts, while Mortgage REITs may be affected by the quality of any credit extended. Further, Equity and Mortgage REITs are dependent upon management skills and generally may not be diversified. Equity and Mortgage REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidation. In addition, if applicable, Equity and Mortgage REITs could possibly fail to qualify for the favorable 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
29
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.
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 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.
In addition, unexpected political, regulatory and diplomatic events, such as the U.S.-China trade war that intensified in 2018, may affect investor and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and to a significant degree. The current political climate and the further escalation of a trade war between China and the United States may have an adverse effect on both the U.S. and Chinese economies, as each country has recently imposed tariffs on the other countrys products. Some U.S. politicians have recently sought to limit certain U.S. investors from investing in Chinese companies. In January 2020, the U.S. and China signed a Phase 1 trade agreement that reduced some U.S. tariffs on Chinese goods while boosting Chinese purchases of American goods. However, this agreement left in place a number of existing tariffs, and it is unclear whether further trade agreements may be reached in the future. Events such as these and their impact on the Funds are difficult to predict and it is unclear whether further tariffs may be imposed or other escalating actions may be taken in the future.
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.
30
Treasury Inflation-Protected Securities
The Funds 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.
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 taxation (which could potentially be confiscatory), 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
31
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 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 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. 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 NAV. 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.
32
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 NAV. 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.
Financial Industry Regulatory Authority, Inc. (FINRA) rules 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 (CMOs), 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 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.
33
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 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 Emerging Markets Equity Index Fund, the Hedged International Developed Equity Index Fund and International Value Spotlight Fund, and the Target Retirement Funds 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 fundamental investment restrictions with respect 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. |
34
For the State Street Aggregate Bond Index Fund, the Defensive Global Equity Fund, the Emerging Markets Equity Index Fund, the State Street Equity 500 Index Fund, State Street Global All Cap Equity ex-U.S. Index Fund, the Hedged International Developed Equity Index Fund, the International Developed Equity Index Fund and the Small/Mid Cap Equity Index 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 Defensive Global Equity Fund, the International Value Spotlight Fund and the Target Retirement 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) and tax-exempt securities issued by a U.S. territory or possession, a state or local government, or a political subdivision of any of the foregoing.
For purposes of the above investment limitation number 6, in the case of a tax-exempt bond issued by a non-governmental user, where the tax-exempt bond is backed only by the assets and revenues of the non-governmental user, then such non-governmental user would be deemed to be the sole issuer. For each Fund, all percentage limitations (except the limitation to borrowings) on investments will apply at the time of the making of an investment and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment. Except for the investment restrictions expressly identified as fundamental, or to the extent designated as such in the Prospectus with respect to a Fund, the other investment policies described in this SAI or in the Prospectus are not fundamental and may be changed by approval of the Trustees without shareholder approval.
Non-Fundamental Investment Restrictions
In addition, it is contrary to the present policies of the Equity 500 Index Fund and Global All Cap 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.
35
Additional Strategy Information
For the Defensive Global Equity Fund:
|
At least 90% of the Funds net assets will be invested in publicly traded equity securities |
For the Target Retirement Funds (subject to each Funds respective glide path allocations):
|
With respect to Target Retirement 2020 Fund (the 2020 Fund), at least 35% of the 2020 Funds assets will be invested in underlying equity funds that each invest at least 80% of their respective assets in public equity securities included in such underlying equity funds index, and at least 10% of the 2020 Funds assets will be invested in underlying government securities index funds that each invest at least 80% of their respective assets in government securities included in such underlying government funds index. |
|
With respect to Target Retirement 2025 Fund (the 2025 Fund), at least 50% 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. |
|
With respect to Target Retirement 2030 Fund (the 2030 Fund), at least 60% of the 2030 Funds assets will be invested in underlying equity funds that each invest at least 80% of their respective assets in public equity securities included in such underlying equity funds index, and at least 6% of the 2030 Funds assets will be invested in underlying government securities index funds that each invest at least 80% of their respective assets in government securities included in such underlying government funds index. |
|
With respect to Target Retirement 2035 Fund (the 2035 Fund), at least 65% of the 2035 Funds assets will be invested in underlying equity funds that each invest at least 80% of their respective assets in public equity securities included in such underlying equity funds index, and at least 4% of the 2035 Funds assets will be invested in underlying government securities index funds that each invest at least 80% of their respective assets in government securities included in such underlying government funds index. |
|
With respect to Target Retirement 2040 Fund (the 2040 Fund), at least 70% of the 2040 Funds assets will be invested in underlying equity funds that each invest at least 80% of their respective assets in public equity securities included in such underlying equity funds index, and at least 4% of the 2040 Funds assets will be invested in underlying government securities index funds that each invest at least 80% of their respective assets in government securities included in such underlying government funds index. |
|
With respect to Target Retirement 2045 Fund (the 2045 Fund), at least 75% 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. |
36
|
With respect to Target Retirement 2050 Fund (the 2050 Fund), at least 80% of the 2050 Funds assets will be invested in underlying equity funds that each invest at least 80% of their respective assets in public equity securities included in such underlying equity funds index, and at least 4% of the 2050 Funds assets will be invested in underlying government securities index funds that each invest at least 80% of their respective assets in government securities included in such underlying government funds index. |
|
With respect to Target Retirement 2055 Fund (the 2055 Fund), at least 80% 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. |
37
|
With respect to Target Retirement 2060 Fund (the 2060 Fund), at least 80% of the 2060 Funds assets will be invested in underlying equity funds that each invest at least 80% of their respective assets in public equity securities included in such underlying equity funds index, and at least 4% of the 2060 Funds assets will be invested in underlying government securities index funds that each invest at least 80% of their respective assets in government securities included in such underlying government funds index. |
|
With respect to Target Retirement 2065 Fund (the 2065 Fund), at least 80% of the 2065 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 2065 Funds assets will be invested in underlying government securities index funds that each invest at least 80% of their respective assets in government securities included in such underlying government funds index. |
|
With respect to Target Retirement Fund (the Retirement Fund), at least 25% 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 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, 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.
38
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 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 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.
39
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.
40
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 Mr. 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). |
67 | Director, the Holland Series Fund, Inc.; Director, The China Fund, Inc. (1992-2017); 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. | 67 | Board Director and Chairman, SPDR Europe 1PLC Board (2011-Present); Board Director and Chairman, SPDR Europe II, PLC (2013- Present). |
41
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 2019); Senior Advisor to NGN Capital LLC (2019 -present); and Managing Director, Vice President of Walden Capital Management (1996 present). | 67 | 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, Muscular Dystrophy Association (since 2019); 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. | 67 | Director- Graduate Management Admissions Council (2015 present); Trustee of Emmanuel College (2010 2019). |
42
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-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). | 67 | 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. |
43
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). |
67 | None. | |||||
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 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). | 49 | None. |
44
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 |
|||||
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). | 67 | None. |
45
NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS AND RELEVANT EXPERIENCE |
NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY TRUSTEE |
OTHER DIRECTORSHIPS HELD BY TRUSTEE DURING PAST FIVE YEARS |
|||||
INTERESTED TRUSTEE(1) | ||||||||||
Ellen M. Needham(2) SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1967 |
Trustee and President |
Term: Indefinite Elected: 12/18 |
Chairman, SSGA Funds Management, Inc. (March 2020 present); President and Director, SSGA Funds Management, Inc. (2001 present)*; Senior Managing Director, State Street Global Advisors (1992 present)*; Manager, State Street Global Advisors Funds Distributors, LLC (May 2017 present).* | 67 | None. |
|
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 individual listed below is a Trustee who is an interested person, as defined in the 1940 Act, of the Trust (Interested Trustee). |
(2) |
Ms. Needham is an Interested Trustee because of her employment by SSGA FM, an affiliate of the Trust. |
* |
Served in various capacities and/or with various affiliated entities during noted time period. |
46
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 | Chairman, SSGA Funds Management, Inc. (March 2020 present); President and Director, SSGA Funds Management, Inc. (2001 present)*; Senior Managing Director, State Street Global Advisors (1992 present); Manager, 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 at GE Asset Management Incorporated (April 2011 July 2016). |
47
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). | |||
Sean OMalley SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1969 |
Chief Legal Officer |
Term: Indefinite Elected: 8/19 |
Senior Vice President and Deputy General Counsel, State Street Global Advisors (November 2013 present). | |||
Andrew DeLorme SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1975 |
Secretary |
Term: Indefinite Elected: 8/19 |
Vice President and Senior Counsel, State Street Global Advisors (April 2016 present); Vice President and Counsel, State Street Global Advisors (August 2014 March 2016). |
48
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 |
|||
Kevin Morris SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1982 |
Assistant Secretary |
Term: Indefinite Elected: 8/19 |
Vice President and Senior Counsel, State Street Global Advisors (April 2019 present); Vice President and Counsel, State Street Global Advisors (January 2016 April 2019); Director, Asset Management Compliance, Fidelity Investments (June 2015 January 2016); Senior Compliance Advisor, Asset Management Compliance, Fidelity Investments (June 2012 June 2015). | |||
David Urman SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1985 |
Assistant Secretary |
Term: Indefinite Elected: 8/19 |
Vice President and Senior Counsel, State Street Global Advisors (April 2019 present); Vice President and Counsel, State Street Global Advisors (August 2015 April 2019); Associate, Ropes & Gray LLP (November 2012 August 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 49 years of experience in the financial services industry including 23 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 31 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.
49
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 a manager of 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 39 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 20 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.
Patrick J. Riley: Mr. Riley is an experienced business executive with over 43 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 the Trust for 31 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 51 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 31 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 46 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 the Trust for 28 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 43 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 24 years and possesses significant experience regarding the Trusts operations and history. Mr. Jesse 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.
50
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 QLCC).
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, 2019, 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, 2019, the Governance Committee held two meetings and Nominating Committee held one 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, 2019, the Valuation Committee held four meetings.
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, 2019, 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 , who is an employee of the Adviser, serves as a Trustee and the President of the Trust. The Board believes that this leadership structure is appropriate, since Ms. Needham provides 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.
51
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, 2019 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, 2019.
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 |
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 |
None | None | ||
Michael A. Jessee |
None | None | ||
Name of Interested Trustees |
||||
James E. Ross(1) |
None | Over $100,000 | ||
Ellen M. Needham |
None | None |
1. |
Mr. Ross resigned as a Trustee on March 27, 2020. |
52
Trustee Compensation
Independent Trustees are compensated on a calendar year basis. Any Trustee who is deemed to be an interested person (as defined in the 1940 Act) of the Funds does not receive compensation from the Funds for his or her service as a Trustee. As of January 1, 2020, except as noted below, each Independent Trustee will receive for his or her services to the State Street Master Funds, the State Street Institutional Investment Trust, the Trust, the Elfun Funds and the Navigator Trust, State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc. (together, the Fund Entities) a $210,000 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 Trust. The Co-Chairpersons receive an additional $60,000 annual retainer. The annual base retainer paid to Mr. Taber is $197,400 in light of the fact that Mr. Taber does not serve as a member of the Board of Trustees of the Elfun Funds, the Board of Trustees of State Street Institutional Funds and the Board of Directors of State Street Variable Insurance Series Funds, Inc. As of January 1, 2020, the total annual compensation paid to the Independent Trustees (other than telephonic and special meeting fees) will be allocated to each Fund Entity as follows: a fixed amount of $21,000 will be allocated to each Fund Entity or, if applicable, each series thereof; and the remainder will be allocated among the Fund Entities or, if applicable, each series thereof based on relative net assets excluding, however, any feeder fund that invests in a master fund that is a Fund Entity or series thereof. The Independent Trustees are reimbursed for travel and other out-of-pocket expenses in connection with meeting attendance. As of the date of this SAI, the Trustees were not paid pension or retirement benefits as part of the Trusts expenses.
The Trusts officers are compensated by the Adviser and its affiliates.
The following table sets forth the total remuneration of Trustees and officers of the Trust for the fiscal year ended December 31, 2019:
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 |
$ | 90,072 | $ | 0 | $ | 0 | $ | 353,750 | ||||||||
Patrick J. Riley |
$ | 90,072 | $ | 0 | $ | 0 | $ | 353,750 | ||||||||
Richard D. Shirk |
$ | 73,920 | $ | 0 | $ | 0 | $ | 303,750 | ||||||||
Rina K. Spence |
$ | 73,920 | $ | 0 | $ | 0 | $ | 303,750 | ||||||||
Bruce D. Taber |
$ | 76,018 | $ | 0 | $ | 0 | $ | 294,563 | ||||||||
Michael A. Jessee |
$ | 73,920 | $ | 0 | $ | 0 | $ | 303,750 | ||||||||
John R. Costantino |
$ | 73,920 | $ | 0 | $ | 0 | $ | 303,750 | ||||||||
Donna M. Rapaccioli |
$ | 73,920 | $ | 0 | $ | 0 | $ | 303,750 | ||||||||
NAME OF INTERESTED TRUSTEES |
|
|||||||||||||||
James E. Ross(1) |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
Ellen M. Needham |
$ | 0 | $ | 0 | $ | 0 | $ | 0 |
1 |
Mr. Ross resigned as a Trustee on March 27, 2020. |
53
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 TIME SERVED |
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. |
54
NAME, ADDRESS AND YEAR OF BIRTH |
POSITION(S) WITH FUNDS |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
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 |
|||||
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 - January 2015). | 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 YOB: 1958 |
Independent Trustee |
Term: Unlimited Served: since July 2018 |
Retired. Chief Financial Officer, Putnam Investments LLC (December 2008 May 2017). | 125 |
Bain Capital Specialty Finance (Director); Putnam Acquisition Financing Inc. (Director); Putnam Acquisition Financing LLC (Director); Putnam GP Inc. (Director); Putnam Investor Services, Inc. (Director); Putnam Investments Limited (Director); University of Notre Dame (Trustee). |
55
NAME, ADDRESS AND YEAR OF BIRTH |
POSITION(S) WITH FUNDS |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
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 |
|||||
SANDRA G. SPONEM c/o SSGA Active Trust One Iron Street Boston, MA 02210 1958 |
Independent Trustee |
Term: Unlimited Served: since July 2018 |
Retired. Chief Financial Officer, M.A. Mortenson Companies, Inc. (February 2007 April 2017). | 125 |
Rydex Series Funds (Trustee); Rydex Dynamic Funds (Trustee); Rydex Variable Trust (Trustee); Guggenheim Funds Trust (Trustee); Guggenheim Variable Funds Trust (Trustee); Guggenheim Strategy Funds Trust (Trustee); Transparent Value Trust (Trustee); Fiduciary/ Claymore Energy Infrastructure Fund (Trustee); Guggenheim Taxable Municipal Managed Duration Trust (Trustee); Guggenheim Strategic Opportunities Fund (Trustee); Guggenheim Enhanced Equity Income Fund (Trustee); Guggenheim Credit Allocation Fund (Trustee); Guggenheim Energy & Income Fund (Trustee). |
56
NAME, ADDRESS AND YEAR OF BIRTH |
POSITION(S) WITH FUNDS |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
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: since March 2011 |
Retired Chairman and Director, SSGA Funds Management, Inc. (2005 March 2020); Retired Executive Vice President, State Street Global Advisors (2012 March 2020); Retired Chief Executive Officer and Director, State Street Global Advisors Funds Distributors, LLC (May 2017 March 2020); Director, State Street Global Markets, LLC (2013 April 2017); President, SSGA Funds Management, Inc. (2005 2012); Principal, State Street Global Advisors (2000 2005). |
136 |
SSGA SPDR ETFs Europe I plc (Director) (November 2016 March 2020); SSGA SPDR ETFs Europe II plc (Director) (November 2016 March 2020); State Street Navigator Securities Lending Trust (July 2016 March 2020); SSGA Funds (January 2014 March 2020); State Street Institutional Investment Trust (February 2007 March 2020); State Street Master Funds (February 2007 March 2020); Elfun Funds (July 2016 December 2018). |
|
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 former position with the Adviser and ownership interest in an affiliate of the Adviser. |
57
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 |
Chairman, SSGA Funds Management, Inc. (March 2020 present); President and Director, SSGA Funds Management, Inc. (2001 present)*; Senior Managing Director, State Street Global Advisors (1992 present)*; Manager, 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).* | |||
SEAN OMALLEY SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 1969 |
Chief Legal Officer |
Term: Unlimited Served: since August 2019 |
Senior Vice President and Deputy General Counsel, State Street Global Advisors (November 2013 present). | |||
ANDREW DELORME SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 1975 |
Secretary |
Term: Unlimited Served: since August 2019 |
Vice President and Senior Counsel, State Street Global Advisors (April 2016 present); Vice President and Counsel, State Street Global Advisors (August 2014 March 2016). |
58
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 |
|||
KEVIN MORRIS SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 1982 |
Assistant Secretary |
Term: Unlimited Served: since 2019 |
Vice President and Senior Counsel, State Street Global Advisors (April 2019-Present); Vice President and Counsel, State Street Global Advisors (January 2016-April 2019); Director, Asset Management Compliance, Fidelity Investments (June 2015-January 2016); Senior Compliance Advisor, Asset Management Compliance, Fidelity Investments (June 2012-June 2015). | |||
DAVID URMAN SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 1985 |
Assistant Secretary |
Term: Unlimited Served: since August 2019 |
Vice President and Senior Counsel, State Street Global Advisors (April 2019-Present); Vice President and Counsel, State Street Global Advisors (August 2015-April 2019); Associate, Ropes & Gray LLP (November 2012-August 2015). | |||
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).* |
59
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 at 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). |
60
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 |
|||
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. |
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.
61
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.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of March 31, 2020, 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 March 31, 2020, 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 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 |
28.21 | % |
62
Name and Address |
Percentage | |||
State Street Aggregate Bond Index Fund- Class I | ||||
Brown Brothers Harriman & Co As Custodian 140 Broadway St New York, NY 010005-1108 |
51.71 | % | ||
Brown Brothers Harriman & Co. As Custodian 140 Broadway St. New York, NY 010005-1108 |
31.70 | % | ||
State Street Defensive Global Equity 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 |
88.57 | % | ||
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 |
84.24 | % | ||
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 |
99.91 | % | ||
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 |
94.67 | % | ||
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 |
99.69 | % |
63
Name and Address |
Percentage | |||
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 |
92.09 | % | ||
State Street Equity 500 Index Fund- Class I | ||||
Wells Fargo Bank Na Fbo Mastercard Intl Deferral Plan PO Box 1533 Minneapolis MN 55480-1533 |
76.09 | % | ||
State Street Equity 500 Index Fund- Class K | ||||
State Street Bank & Trust As Trustee And /Or Cust FBO ADP Access Product 1 Lincoln St. Boston MA 02111-2900 |
37.40 | % | ||
State Street Global All Cap 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 MA 02111-2900 |
79.77 | % | ||
State Street Global All Cap Equity ex-U.S. Index Fund- Class I | ||||
Pershing LLC PO Box 2052 Jersey City, NJ 07303-2052 |
98.08 | % | ||
State Street Global All Cap Equity ex-U.S. Index Fund- Class K | ||||
SEI Private Trust Company One Freedom Valley Drive Attn: Mutual Funds Admin Oaks, PA 19456-9989 |
48.89 | % | ||
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 |
77.01 | % |
64
Name and Address |
Percentage | |||
State Street International Value Spotlight Fund- Class K | ||||
SSGA Private Funds LLC Attn: Fund Services Team 1 Lincoln Street Boston, MA 02111-2901 |
100.00 | % | ||
State Street Small/Mid Cap Equity Index Fund- Class A | ||||
State Street Bank & Trust As Trustee And /Or Cust FBO ADP Access Product 1 Lincoln St. Boston MA 02111-2900 |
71.65 | % | ||
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 |
71.21 | % | ||
State Street Small/Mid Cap Equity 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 |
39.89 | % | ||
State Street Target Retirement 2020 Fund-Class I | ||||
National Financial Services LLC For the exclusive benefit of our customers Attn Mutual Funds Department 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
98.83 | % | ||
State Street Target Retirement 2020 Fund-Class K | ||||
National Financial Services Corporation For The Exclusive Benefit Of Our Customers Attn Mutual Funds 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
44.73 | % | ||
T Rowe Price Retirement Plan Services Inc FBO Retirement Plan Clients 4515 Painters Mill Rd Owings Mills MD 21117-4903 |
25.58 | % |
65
Name and Address |
Percentage | |||
State Street Target Retirement 2025 Fund-Class I | ||||
National Financial Services Corporation For The Exclusive Benefit Of Our Customers Attn Mutual Funds 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
92.59 | % | ||
State Street Target Retirement 2025 Fund-Class K | ||||
National Financial Services Corporation For The Exclusive Benefit Of Our Customers Attn Mutual Funds 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
49.21 | % | ||
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 |
99.05 | % | ||
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 |
49.07 | % | ||
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 |
50.70 | % | ||
Mid Atlantic Trust Company fbo Blade Technologies Inc. 401(k) Profi 1251 Waterfront Place, Suite 525 Pittsburgh PA 15222-4228 |
32.45 | % | ||
State Street Target Retirement 2035 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 |
55.31 | % |
66
Name and Address |
Percentage | |||
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 |
98.03 | % | ||
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 |
52.64 | % | ||
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 |
89.88 | % | ||
State Street Target Retirement 2045 Fund-Class K | ||||
National Financial Services Corporation For The Exclusive Benefit Of Our Customers Attn Mutual Funds 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
56.24 | % | ||
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 |
90.67 | % | ||
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 |
49.86 | % |
67
Name and Address |
Percentage | |||
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 |
76.81 | % | ||
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 |
46.09 | % | ||
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 |
63.03 | % | ||
National Financial Services Corporation For The Exclusive Benefit Of Our Customers Attn Mutual Funds 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
31.44 | % | ||
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 |
33.77 | % | ||
State Street Target Retirement 2065 Fund-Class I | ||||
SSGA Private Funds LLC. Attn Fund Services Team 1 Lincoln St, Boston MA 02111-2901 |
100.00 | % | ||
State Street Target Retirement 2065 Fund-Class K | ||||
SSGA Private Funds LLC. Attn Fund Services Team 1 Lincoln St, Boston MA 02111-2901 |
100.00 | % |
68
Name and Address |
Percentage | |||
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 |
98.92 | % | ||
State Street Target Retirement Fund-Class K | ||||
National Financial Services LLC For the exclusive benefit of our customers Attn Mutual Funds Department 4th FL 499 Washington Blvd Jersey City NJ 07310-1995 |
39.79 | % | ||
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 |
26.34 | % |
As of March 31, 2020, 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 Aggregate Bond Index Fund- Class I | ||||
Brown Brothers Harriman & Co. As Custodian 140 Broadway St. New York, NY 010005-1108 |
5.84 | % | ||
State Street Aggregate Bond Index Fund- Class K | ||||
Goldman Sachs & Co LLC c/o Mutual Funds Ops. 222 S. Main Street. Salt Lake City, UT 84101-2199 |
16.61 | % | ||
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 |
14.43 | % | ||
Office Of Hawaiian Affairs 560 N Nimitz Hwy Ste 200 Honolulu HI 96817-5330 |
12.67 | % |
69
Name and Address |
Percentage | |||
Mac & Co Attn: Mutual Fund Ops 525 William Penn Place PO Box 3198 Pittsburgh, PA 15230-3198 |
7.22 | % | ||
State Street Defensive Global Equity FundClass I | ||||
SSGA Private Funds LLC Attn: Fund Services Team 1 Lincoln Street Boston, MA 02111-2901 |
11.43 | % | ||
State Street Equity 500 Index Fund- Class R | ||||
American United Life Insurance Company CO American Unit Trust Attn: Separate Accounts P.O. Box 368 Indianapolis, IN 46206-0368 |
5.33 | % | ||
State Street Equity 500 Index Fund- Class I | ||||
Pershing LLC PO Box 2052 Jersey City, NJ 07303-2052 |
10.42 | % | ||
State Street Equity 500 Index 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 |
7.43 | % | ||
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 |
15.41 | % | ||
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 |
8.47 | % |
70
Name and Address |
Percentage | |||
State Street Equity 500 Index Fund- Class K | ||||
Amanda Yohannes Ttee Capnico c/o US Bank NA Fbo Harold Bloom PO Box 1787 Milwaukee WI 53201-1787 |
5.75 | % | ||
State Street Global All Cap Equity ex-U.S. 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 |
16.10 | % | ||
Olathe Medical Center Inc. 20333 W 151st st Olathe KS 66061-7211 |
6.99 | % | ||
Office of Hawaiian Affairs 560 North Nimitz Hwy STE 200 Honolulu HI 96817-5330 |
6.42 | % | ||
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 |
10.62 | % | ||
State Street Small/Mid Cap Equity Index Fund -Class I | ||||
Pershing LLC PO Box 2052 Jersey City, NJ 07303-2052 |
18.97 | % | ||
State Street Bank & Trust As Trustee And /Or Cust Fbo Adp Access Product 1 Lincoln St Boston MA 02111-2900 |
8.55 | % | ||
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 Lincoln Retirement Services Company FBO Kaleida Health 403B PO Box 7876 Fort Wayne IN 46801-7876 |
13.52 | % |
71
Name and Address |
Percentage | |||
SEI Private Trust Company One Freedom Valley Drive Attn: Mutual Funds Admin Oaks, PA 19456-9989 |
5.13 | % | ||
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 |
9.72 | % | ||
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 |
22.68 | % | ||
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 |
18.62 | % | ||
DCGT AS TTEE AND/OR CUST Fbo PLIC Various Retirement Plans Omnibus Attn NPIO Trade Desk 711 High Street Des Moines IA 50392-0001 |
9.94 | % | ||
State Street Target Retirement 2035- Class I | ||||
Mid Atlantic Trust Company fbo Blade Technologies Inc. 401(k) Profi 1251 Waterfront Place, Suite 525 Pittsburgh PA 15222-4228 |
11.74 | % |
72
Name and Address |
Percentage | |||
Pershing LLC PO Box 2052 Jersey City, NJ 07303-2052 |
5.09 | % | ||
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 |
15.89 | % | ||
State Street Target Retirement 2040 Fund-Class K | ||||
T Rowe Price Retirement Plan Services Inc FBO Retirement Plan Clients 4515 Painters Mill Rd Owings Mills MD 21117-4903 |
13.69 | % | ||
State Street Target Retirement 2040 Fund-Class K | ||||
DCGT AS TTEE AND/OR CUST FBO PLIC Various Retirement Plans Omnibus Attn NPIO Trade Desk 711 High Street Des Moines IA 50392-0001 |
10.68 | % | ||
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 |
9.84 | % | ||
State Street Target Retirement 2045 Fund-Class K | ||||
T Rowe Price Retirement Plan Services Inc FBO Retirement Plan Clients 4515 Painters Mill Rd Owings Mills MD 21117-4903 |
11.52 | % | ||
State Street Target Retirement 2050 Fund-Class I | ||||
Mid Atlantic Trust Company fbo Blade Technologies Inc. 401(k) Profi 1251 Waterfront Place, Suite 525 Pittsburgh PA 15222-4228 |
6.58 | % | ||
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 |
11.20 | % |
73
Name and Address |
Percentage | |||
DCGT AS TTEE AND/OR CUST FBO PLIC Various Retirement Plans Omnibus Attn NPIO Trade Desk 711 High Street Des Moines IA 50392-0001 |
9.16 | % | ||
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 |
15.58 | % | ||
State Street Target Retirement 2055 Fund-Class I | ||||
Mid Atlantic Trust Company fbo Blade Technologies Inc. 401(k) Profi 1251 Waterfront Place, Suite 525 Pittsburgh PA 15222-4228 |
6.06 | % | ||
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 |
11.20 | % | ||
State Street Target Retirement 2055 Fund-Class K | ||||
DCGT AS TTEE AND/OR CUST FBO PLIC Various Retirement Plans Omnibus Attn NPIO Trade Desk 711 High Street Des Moines IA 50392-0001 |
7.89 | % | ||
State Street Target Retirement 2060 Fund-Class K | ||||
T Rowe Price Retirement Plan Services Inc FBO Retirement Plan Clients 4515 Painters Mill Rd Owings Mills MD 21117-4903 |
9.27 | % | ||
DCGT AS TTEE AND/OR CUST FBO PLIC Various Retirement Plans Omnibus Attn NPIO Trade Desk 711 High Street Des Moines IA 50392-0001 |
7.98 | % | ||
Matrix Trust Company FBO PO Box 52129 Phoenix AZ 85072-2129 |
5.07 | % |
74
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 | |||
Aggregate Bond Index Fund |
0.025 | % | ||
Defensive Global Equity Fund |
0.75 | % | ||
Emerging Markets Equity Index Fund |
0.14 | % | ||
Equity 500 Index Fund |
0.02 | % | ||
Global All Cap Equity ex-U.S. Index Fund |
0.06 | % | ||
Hedged International Developed Equity Index Fund |
0.14 | % | ||
International Developed Equity Index Fund |
0.11 | % | ||
International Value Spotlight Fund |
0.75 | % | ||
Small/Mid Cap Equity Index Fund |
0.03 | % | ||
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 2065 Fund |
0.05 | % | ||
Target Retirement Fund |
0.05 | % |
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 All Cap Equity ex-U.S. Index Portfolio, and the Small/Mid Cap Equity Index Portfolio pay no investment advisory fees to SSGA FM.
For the Aggregate Bond Index Portfolio and the Aggregate Bond Index Fund, the Adviser has contractually agreed to waive up to the portion of the advisory fee and/or expenses attributable to acquired fund fees and expenses, excluding acquired fund fees and expenses derived from the Funds holdings in acquired funds for cash management purposes.
75
For the Defensive Global Equity Fund, the Adviser has agreed to waive up to the full amount of its advisory fee under its Investment Advisory Agreement with the Defensive Global Equity Portfolio until the later of April 30, 2021 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 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.
76
The advisory fees paid to SSGA FM for the last three fiscal years are as follows.
Fund |
Fiscal year
ended December 31, 2017 |
Fiscal year
ended December 31, 2018 |
Fiscal year
ended December 31, 2019 |
|||||||||
Aggregate Bond Index Fund |
$ | 30,752 | $ | 33,408 | $ | 47,045 | ||||||
Defensive Global Equity Fund |
$ | 32,642 | $ | 38,347 | $ | 17,007 | ||||||
Emerging Markets Equity Index Fund |
$ | 695,392 | $ | 852,811 | $ | 943,408 | ||||||
Equity 500 Index Fund |
$ | 151,993 | $ | 167,890 | $ | 203,907 | ||||||
Global All Cap Equity ex-U.S. Index Fund |
$ | 209,047 | $ | 276,516 | $ | 236,971 | ||||||
Hedged International Developed Equity Index Fund |
$ | 3,537,872 | $ | 4,369,497 | $ | 4,811,270 | ||||||
International Value Spotlight Fund |
$ | 18,990 | $ | 18,064 | $ | 13,095 | ||||||
Small/Mid Cap Equity Index Fund |
$ | 5,467 | $ | 11,119 | $ | 24,694 | ||||||
Target Retirement 2020 Fund |
$ | 263,653 | $ | 435,369 | $ | 481,714 | ||||||
Target Retirement 2025 Fund |
$ | 268,410 | $ | 497,788 | $ | 604,695 | ||||||
Target Retirement 2030 Fund |
$ | 262,083 | $ | 481,715 | $ | 595,309 | ||||||
Target Retirement 2035 Fund |
$ | 191,740 | $ | 395,520 | $ | 491,491 | ||||||
Target Retirement 2040 Fund |
$ | 158,713 | $ | 320,250 | $ | 405,007 | ||||||
Target Retirement 2045 Fund |
$ | 100,111 | $ | 225,961 | $ | 304,124 | ||||||
Target Retirement 2050 Fund |
$ | 73,976 | $ | 146,471 | $ | 205,075 | ||||||
Target Retirement 2055 Fund |
$ | 25,012 | $ | 59,151 | $ | 100,037 | ||||||
Target Retirement 2060 Fund |
$ | 3,362 | $ | 9,700 | $ | 23,613 | ||||||
Target Retirement Fund |
$ | 44,816 | $ | 103,429 | $ | 112,380 |
The advisory fees paid by the International Developed Equity Index Fund and the Target Retirement 2065 Fund to SSGA FM have been omitted because the Funds had not commenced investment operations as of December 31, 2019.
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, 2019 |
|||
Aggregate Bond Index Fund |
$ | 386,133 | ||
Defensive Global Equity Fund |
$ | 144,312 | ||
Emerging Markets Equity Index Fund |
$ | 1,099,736 |
77
Fund |
Fiscal Year
Ended December 31, 2019 |
|||
Equity 500 Index Fund |
$ | 998,935 | ||
Global All Cap Equity ex-U.S. Index Fund |
$ | 1,027,149 | ||
Hedged International Developed Equity Index Fund |
$ | 5,545,628 | ||
International Value Spotlight Fund |
$ | 209,270 | ||
Small/Mid Cap Equity Index Fund |
$ | 242,738 | ||
Target Retirement 2020 Fund |
$ | 1,426,175 | ||
Target Retirement 2025 Fund |
$ | 1,516,929 | ||
Target Retirement 2030 Fund |
$ | 1,288,024 | ||
Target Retirement 2035 Fund |
$ | 936,900 | ||
Target Retirement 2040 Fund |
$ | 853,814 | ||
Target Retirement 2045 Fund |
$ | 745,678 | ||
Target Retirement 2050 Fund |
$ | 638,641 | ||
Target Retirement 2055 Fund |
$ | 502,542 | ||
Target Retirement 2060 Fund |
$ | 379,474 | ||
Target Retirement Fund |
$ | 596,580 |
Total Annual Fund Operating Expense Waivers and Reimbursements. The Adviser has contractually agreed with the Trust, through April 30, 2021 to (1) waive advisory fees and/or (2) reimburse the Funds 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 Funds.:
Fund |
Expense
Limitation |
|||
Aggregate Bond Index Fund |
0.025 | % | ||
Defensive Global Equity Fund |
0.75 | % | ||
Emerging Markets Equity Index Fund |
0.12 | % | ||
Equity 500 Index Fund |
0.02 | % | ||
Global All Cap Equity ex-U.S. Index Fund |
0.015 | % | ||
Hedged International Developed Equity Index Fund |
0.15 | % | ||
International Developed Equity Index Fund |
0.09 | % | ||
International Value Spotlight Fund |
0.70 | % | ||
Small/Mid Cap Equity Index Fund |
0.045 | % | ||
Target Retirement 2020 Fund |
0.09 | % | ||
Target Retirement 2025 Fund |
0.09 | % | ||
Target Retirement 2030 Fund |
0.09 | % | ||
Target Retirement 2035 Fund |
0.09 | % |
78
Fund |
Expense
Limitation |
|||
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 2065 Fund |
0.09 | % | ||
Target Retirement Fund |
0.09 | % |
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.
The administration fees paid to SSGA FM as the administrator for the period, the fiscal year ended December 31, 2017, the fiscal year ended December 31, 2018 and the fiscal year ended December 31, 2019 are set forth in the table below:
Fund |
Fiscal period
ended December 31, 2017 |
Fiscal year
ended December 31, 2018 |
Fiscal year
ended December 31, 2019 |
|||||||||
Aggregate Bond Index Fund |
$ | 56,530 | $ | 63,560 | $ | 94,091 | ||||||
Defensive Global Equity Fund |
$ | 2,176 | $ | 2,558 | $ | 1,134 | ||||||
Emerging Markets Equity Index Fund |
$ | 248,354 | $ | 304,575 | $ | 534,877 | ||||||
Equity 500 Index Fund |
$ | 394,643 | $ | 419,724 | $ | 509,767 | ||||||
Global All Cap Equity ex-U.S. Index Fund |
$ | 218,110 | $ | 317,079 | $ | 197,476 | ||||||
Hedged International Developed Equity Index Fund |
$ | 1,263,526 | $ | 1,560,533 | $ | 1,718,311 | ||||||
International Value Spotlight Fund |
$ | 1,266 | $ | 1,204 | $ | 873 | ||||||
Small/Mid Cap Equity Index Fund |
$ | 15,927 | $ | 22,893 | $ | 41,157 | ||||||
Target Retirement 2020 Fund |
$ | 263,653 | $ | 435,369 | $ | 481,714 | ||||||
Target Retirement 2025 Fund |
$ | 268,410 | $ | 497,788 | $ | 604,695 | ||||||
Target Retirement 2030 Fund |
$ | 262,083 | $ | 481,715 | $ | 595,309 | ||||||
Target Retirement 2035 Fund |
$ | 191,740 | $ | 395,520 | $ | 491,491 | ||||||
Target Retirement 2040 Fund |
$ | 158,713 | $ | 320,250 | $ | 405,007 | ||||||
Target Retirement 2045 Fund |
$ | 100,111 | $ | 225,961 | $ | 304,124 |
79
Fund |
Fiscal period
ended December 31, 2017 |
Fiscal year
ended December 31, 2018 |
Fiscal year
ended December 31, 2019 |
|||||||||
Target Retirement 2050 Fund |
$ | 73,976 | $ | 146,471 | $ | 205,075 | ||||||
Target Retirement 2055 Fund |
$ | 25,012 | $ | 59,151 | $ | 100,037 | ||||||
Target Retirement 2060 Fund |
$ | 3,362 | $ | 9,700 | $ | 23,613 | ||||||
Target Retirement Fund |
$ | 44,816 | $ | 103,429 | $ | 112,380 |
The administration fees paid by the International Developed Equity Index Fund and the Target Retirement 2065 Fund have been omitted because the Funds had not commenced investment operations as of December 31, 2019.
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.
State Street receives an annual fee from the Adviser (payable monthly), as consideration for sub-administration services provided to each Fund, except for the Emerging Markets Equity Index Fund and the International Value Spotlight Fund (the Stand-Alone Funds). As consideration for custody and fund accounting services, each Fund, except the Stand-Alone Funds, pays State Street an annual fee (payable monthly) based on the average monthly net assets of each Fund. As consideration for sub-administration, custody and fund accounting services provided to the Stand-Alone Funds, the Adviser and the Stand-Alone Funds each pays State Street a portion of the annual fee (payable monthly). Each Fund also pays State Street transaction and service fees for these services and reimburses State Street for out-of-pocket expenses.
The sub-administration (if applicable), custodian and fund accounting fees paid by certain Funds to State Street for the last three fiscal years are set forth in the table below.
Fund |
Fiscal year
ended December 31, 2017 |
Fiscal year
ended December 31, 2018 |
Fiscal year
ended December 31, 2019 |
|||||||||
Aggregate Bond Index Fund |
$ | 13,590 | $ | 32,917 | $ | 39,949 | ||||||
Defensive Global Equity Fund |
$ | 13,724 | $ | 27,973 | $ | 35,000 | ||||||
Emerging Markets Equity Index Fund |
$ | 474,718 | $ | 529,167 | $ | 534,877 | ||||||
Equity 500 Index Fund |
$ | 13,103 | $ | 40,089 | $ | 48,476 | ||||||
Global All Cap Equity ex-U.S. Index Fund |
$ | 13,624 | $ | 32,839 | $ | 38,883 | ||||||
Hedged International Developed Equity Index Fund |
$ | 24,409 | $ | 173,691 | $ | 132,092 | ||||||
International Value Spotlight Fund |
$ | 43,958 | $ | 43,554 | $ | 55,720 |
80
Fund |
Fiscal year
ended December 31, 2017 |
Fiscal year
ended December 31, 2018 |
Fiscal year
ended December 31, 2019 |
|||||||||
Small/Mid Cap Equity Index Fund |
$ | 13,136 | $ | 32,849 | $ | 38,870 | ||||||
Target Retirement 2020 Fund |
$ | 27,309 | $ | 49,414 | $ | 53,475 | ||||||
Target Retirement 2025 Fund |
$ | 26,672 | $ | 50,350 | $ | 53,294 | ||||||
Target Retirement 2030 Fund |
$ | 26,260 | $ | 47,565 | $ | 53,321 | ||||||
Target Retirement 2035 Fund |
$ | 26,258 | $ | 50,446 | $ | 52,029 | ||||||
Target Retirement 2040 Fund |
$ | 26,305 | $ | 47,132 | $ | 52,730 | ||||||
Target Retirement 2045 Fund |
$ | 25,898 | $ | 46,789 | $ | 52,688 | ||||||
Target Retirement 2050 Fund |
$ | 26,060 | $ | 46,748 | $ | 52,553 | ||||||
Target Retirement 2055 Fund |
$ | 25,739 | $ | 47,261 | $ | 52,848 | ||||||
Target Retirement 2060 Fund |
$ | 25,900 | $ | 47,632 | $ | 53,347 | ||||||
Target Retirement Fund |
$ | 26,999 | $ | 46,714 | $ | 54,582 |
The sub-administration and custodian fees paid by the International Developed Equity Index Fund and the Target Retirement 2065 Fund have been omitted because the Funds had not commenced investment operations as of December 31, 2019.
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 NAV 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.
81
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, 2017 |
Fiscal year
ended December 31, 2018 |
Fiscal year
ended December 31, 2019 |
|||||||||
Aggregate Bond Index Fund |
$ | 41,815 | $ | 73,081 | $ | 95,127 | ||||||
Defensive Global Equity Fund |
$ | 5,273 | $ | 6,050 | $ | 686 | ||||||
Emerging Markets Equity Index Fund |
$ | 12,462 | $ | 10,490 | $ | 9,399 | ||||||
Equity 500 Index Fund |
$ | 106,968 | $ | 131,545 | $ | 136,672 | ||||||
Global All Cap Equity ex-U.S. Index Fund |
$ | 42,549 | $ | 74,541 | $ | 85,014 | ||||||
Hedged International Developed Equity Index Fund |
$ | 17,900 | $ | 18,215 | $ | 12,911 | ||||||
International Value Spotlight Fund |
$ | 5,673 | $ | 5,898 | $ | 512 | ||||||
Small/Mid Cap Equity Index Fund |
$ | 31,941 | $ | 21,792 | $ | 36,356 | ||||||
Target Retirement 2020 Fund |
$ | 75,428 | $ | 106,099 | $ | 106,265 | ||||||
Target Retirement 2025 Fund |
$ | 76,184 | $ | 121,141 | $ | 138,595 | ||||||
Target Retirement 2030 Fund |
$ | 76,139 | $ | 128,011 | $ | 152,695 | ||||||
Target Retirement 2035 Fund |
$ | 65,730 | $ | 135,532 | $ | 160,696 | ||||||
Target Retirement 2040 Fund |
$ | 43,419 | $ | 141,079 | $ | 167,597 | ||||||
Target Retirement 2045 Fund |
$ | 43,606 | $ | 126,777 | $ | 175,758 | ||||||
Target Retirement 2050 Fund |
$ | 43,422 | $ | 123,200 | $ | 174,726 | ||||||
Target Retirement 2055 Fund |
$ | 42,926 | $ | 114,602 | $ | 165,676 | ||||||
Target Retirement 2060 Fund |
$ | 41,581 | $ | 104,000 | $ | 152,824 | ||||||
Target Retirement Fund |
$ | 70,649 | $ | 101,912 | $ | 102,665 |
The transfer agency fees paid by the International Developed Equity Index Fund and the Target Retirement 2065 Fund have been omitted because the Funds had not commenced investment operations as of December 31, 2019.
82
Securities Lending
The Funds Board has approved each Funds participation in a securities lending program. Under the securities lending program, each Fund has retained State Street to serve as the securities lending agent.
For the fiscal year ended December 31, 2019, 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 All Cap Equity EX-U.S. Index Fund |
$ | 1,820,322 | $ | 154,216 | $ | 18,487 | $ | 0.00 | $ | 0.00 | $ | 773,665 | $ | 0.00 | $ | 946,369 | $ | 873,953 | ||||||||||||||||||
Emerging Market Equity Index Fund |
$ | 418,465 | $ | 41,188 | $ | 3,410 | $ | 0.00 | $ | 0.00 | $ | 140,424 | $ | 0.00 | $ | 185,021 | $ | 233,444 | ||||||||||||||||||
Target Retirement 2020 Fund |
$ | 1,006,520 | $ | 39,297 | $ | 15,179 | $ | 0.00 | $ | 0.00 | $ | 729,361 | $ | 0.00 | $ | 783,837 | $ | 222,682 | ||||||||||||||||||
Target Retirement 2025 Fund |
$ | 1,175,013 | $ | 45,767 | $ | 18,138 | $ | 0.00 | $ | 0.00 | $ | 851,754 | $ | 0.00 | $ | 915,660 | $ | 259,353 | ||||||||||||||||||
Target Retirement 2030 Fund |
$ | 622,308 | $ | 28,786 | $ | 9,078 | $ | 0.00 | $ | 0.00 | $ | 421,319 | $ | 0.00 | $ | 459,183 | $ | 163,127 | ||||||||||||||||||
Target Retirement 2035 Fund |
$ | 85,885 | $ | 2,9367 | $ | 1,436 | $ | 0.00 | $ | 0.00 | $ | 64,868 | $ | 0.00 | $ | 69,241 | $ | 166,976 | ||||||||||||||||||
Target Retirement 2040 Fund |
$ | 9,588 | $ | 329 | $ | 169 | $ | 0.00 | $ | 0.00 | $ | 7,225 | $ | 0.00 | $ | 7,723 | $ | 1,865 | ||||||||||||||||||
Target Retirement 2045 Fund |
$ | 3,9867 | $ | 286 | $ | 57 | $ | 0.00 | $ | 0.00 | $ | 2,025 | $ | 0.00 | $ | 2,368 | $ | 1,619 | ||||||||||||||||||
Target Retirement 2050 Fund |
$ | 2,870 | $ | 231 | $ | 50 | $ | 0.00 | $ | 0.00 | $ | 1,282 | $ | 0.00 | $ | 1,563 | $ | 1,308 | ||||||||||||||||||
Target Retirement 2055 Fund |
$ | 3,719 | $ | 129 | $ | 71 | $ | 0.00 | $ | 0.00 | $ | 2,788 | $ | 0.00 | $ | 2,987 | $ | 732 | ||||||||||||||||||
Target Retirement 2060 Fund |
$ | 309 | $ | 40 | $ | 5 | $ | 0.00 | $ | 0.00 | $ | 38 | $ | 0.00 | $ | 83 | $ | 226 | ||||||||||||||||||
Target Retirement Fund |
$ | 331,708 | $ | 15,016 | $ | 5,042 | $ | 0.00 | $ | 0.00 | $ | 226,560 | $ | 0.00 | $ | 246,618 | $ | 85,089 |
83
For the fiscal year ended December 31, 2019, 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.
84
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, 2017 |
Fiscal Year
Ended December 31, 2018 |
Fiscal Year
Ended December 31, 2019 |
|||||||||
Aggregate Bond Index Fund |
||||||||||||
Class A |
$ | 333 | $ | 9,823 | ||||||||
Equity 500 Index Fund |
||||||||||||
Administrative Shares |
$ | 407,419 | $ | 395,265 | $ | 359,249 | ||||||
Service Shares |
$ | 136,083 | $ | 63,251 | $ | 56,971 | ||||||
Class R Shares |
$ | 247,846 | $ | 232,674 | $ | 216,499 | ||||||
Class A |
$ | 25,097 | $ | 48,531 | $ | 107,629 | ||||||
Global All Cap Equity ex U.S. Index Fund |
||||||||||||
Class A |
$ | 4,482 | $ | 5,968 | $ | 13,032 | ||||||
Small/Mid Cap Equity Index Fund |
||||||||||||
Class A |
$ | 635 | $ | 12,621 | $ | 40,623 | ||||||
Target Retirement Fund(1) |
||||||||||||
Class A |
$ | 0 | $ | 195 | $ | | ||||||
Target Retirement 2020 Fund(1) |
||||||||||||
Class A |
$ | 0 | $ | 479 | $ | | ||||||
Target Retirement 2025 Fund(1) |
||||||||||||
Class A |
$ | 0 | $ | 335 | $ | | ||||||
Target Retirement 2030 Fund(1) |
||||||||||||
Class A |
$ | 0 | $ | 329 | $ | | ||||||
Target Retirement 2035 Fund(1) |
||||||||||||
Class A |
$ | 0 | $ | 250 | $ | | ||||||
Target Retirement 2040 Fund(1) |
||||||||||||
Class A |
$ | 0 | $ | 478 | $ | | ||||||
Target Retirement 2045 Fund(1) |
||||||||||||
Class A |
$ | 0 | $ | 331 | $ | | ||||||
Target Retirement 2050 Fund(1) |
||||||||||||
Class A |
$ | 0 | $ | 348 | $ | | ||||||
Target Retirement 2055 Fund(1) |
||||||||||||
Class A |
$ | 0 | $ | 224 | $ | | ||||||
Target Retirement 2060 Fund(1) |
||||||||||||
Class A |
$ | 0 | $ | 183 | $ | |
(1) |
Effective upon the close of business on September 4, 2018, Class A shares of the Funds closed to purchases. |
85
Distribution Plan
To compensate SSGA FD for the services it provides and for the expenses it bears in connection with the distribution of shares of the Funds, SSGA FD will be entitled to receive any front-end sales load applicable to the sale of shares of the Fund. Each Fund may make payments from the assets attributable to certain classes of its shares to SSGA FD under a distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act (the Distribution Plan). The Distribution Plan is a compensation plan that provides for payments at annual rates (based on average daily net assets) described below. Because Rule 12b-1 Fees are paid on an ongoing basis, they will increase the cost of your investment and may cost you more than paying other types of sales loads. The principal business address of SSGA FD is One Iron Street, Boston, MA 02210.
The Board, including all of the Trustees who are not interested persons (as defined in the 1940 Act) of the Trust (the Independent Trustees) and who have no direct or indirect financial interest in the Distribution Plan or any related agreements, (the Qualified Distribution Plan Trustees) approved the Distribution Plan. The Distribution Plan will continue in effect with respect to a class of shares of a Fund only if such continuance is specifically approved at least annually by a vote of both a majority of the Board of Trustees of the Trust and a majority of the Qualified Distribution Plan Trustees. The Distribution Plan may not be amended to increase materially the amount of a Funds permitted expenses thereunder without the approval of a majority of the outstanding shares of the affected share class and may not be materially amended in any case without a vote of the majority of both the Trustees and the Qualified Distribution Plan Trustees. As of December 31, 2019 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
86
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 NAV 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 FINRA. The level of payments made to a financial intermediary in any given year will vary and, in the case of most financial intermediaries, will not exceed 0.20% of the value of assets attributable to the financial intermediary invested in shares of funds in the SSGA FM-fund complex. In certain cases, the payments described in the preceding sentence are subject to minimum payment levels.
If payments to financial intermediaries by the distributor or adviser for a particular mutual fund complex exceed payments by other mutual fund complexes, your financial advisor and the financial intermediary employing him or her may have an incentive to recommend that fund complex over others. Please speak with your financial advisor to learn more about the total amounts paid to your financial advisor and his or her firm by SSGA FD and its affiliates, and by sponsors of other mutual funds he or she may recommend to you. You should also consult disclosures made by your financial intermediary at the time of purchase.
Because the Funds pay distribution, service and other fees for the sale of their shares and for services provided to shareholders out of the Funds assets on an ongoing basis, over time those fees will increase the cost of an investment in a Fund.
A Fund may pay distribution fees, service fees and other amounts described above at a time when shares of the Fund are not being actively promoted to new investors generally, or when shares of that Fund are unavailable for purchase.
For the fiscal year ended December 31, 2019 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* | ||||||||||||||||||
Aggregate Bond Index Fund |
| 3 | $ | 10,041 | $ | 1,199 | $ | | $ | 904 | ||||||||||||||
Equity 500 Index Fund |
$ | 10 | $ | 249 | $ | 754,188 | $ | 111,994 | $ | | $ | 83,122 | ||||||||||||
Global All Cap Equity ex-U.S. Index Fund |
| $ | 4 | $ | 13,163 | $ | 1,985 | $ | | $ | 1.363 | |||||||||||||
Small/Mid Cap Equity Index Fund |
| $ | 12 | $ | 40,847 | $ | 4,924 | $ | | $ | 3,790 |
* |
Includes such items as compensation for travel, conferences and seminars for staff, professional fees, technology, services, and overhead (including space/facilities and management). |
87
Set forth below is a list of those financial intermediaries to which SSGA FD (and its affiliates) expects, as of April 30, 2020, to pay compensation in the manner described in this Payments to Financial Intermediaries section. This list may change over time. Please contact your financial intermediary to determine whether it or its affiliate currently may be receiving such compensation and to obtain further information regarding any such compensation.
| ADP Broker-Dealer Inc. |
| Alight Financial Solutions, LLC |
| American Portfolios Financial Services, Inc. |
| American United Life Insurance Company |
| Ascensus Broker Dealer Services, LLC |
| AXA Advisors, LLC |
| Charles Schwab & Co., Inc. |
| Edward Jones |
| E*Trade Securities |
| Fidelity Brokerage Services LLC |
| Fidelity Investments Institutional Operations Company, Inc. |
| GWFS Equities Inc. |
| Hand Securities, LLC |
| Hartford Life Insurance Company |
| Interactive Brokers LLC |
| John Hancock Trust Company |
| J.P. Morgan Securities LLC |
| LaSalle Street Securities |
| Lincoln Financial Advisors |
| LPL Financial Services, LLC |
| Merrill Lynch, Pierce, Fenner & Smith Inc. |
| Mid Atlantic Capital Corp. |
| Morgan Stanley Smith Barney LLC |
| MSCS Financial Services LLC |
| National Financial Services, LLC |
| Nationwide Financial Services, Inc. |
| Pershing LLC |
| PNC Bank, N.A. |
| Putnam Investor Services, Inc. |
| Raymond James & Associates, Inc. |
| RBC Capital Markets Corp. |
| Reliance Trust Company |
| SEI Private Trust Company |
| TD Ameritrade, Inc. |
| TIAA CREF Individual & Institutional Services, LLC |
| Trust Company of America |
| UBS Financial Services, Inc. |
| VALIC Financial Advisors, Inc. |
| Vanguard Marketing Corp. |
| Voya Institutional Plan Services, LLC |
| Voya Retirement Insurance and Annuity Company |
| Wells Fargo Bank, N.A. |
| Wells Fargo Clearing Services, LLC |
88
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. Sullivan & Worcester LLP, located at One Post Office Square, Boston, Massachusetts 02109, 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 2019 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, 2019:
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 |
139 | $ | 634.07 | 255 | $ | 361.45 | 397 | $ | 306.95 | $ | 1,302.47 | |||||||||||||||||
Karl Schneider |
139 | $ | 634.07 | 255 | $ | 361.45 | 397 | $ | 306.95 | $ | 1,302.47 | |||||||||||||||||
David Chin |
139 | $ | 634.07 | 255 | $ | 361.45 | 397 | $ | 306.95 | $ | 1,302.47 | |||||||||||||||||
Thomas Coleman |
139 | $ | 634.07 | 255 | $ | 361.45 | 397 | $ | 306.95 | $ | 1,302.47 | |||||||||||||||||
Ted Janowsky |
139 | $ | 634.07 | 255 | $ | 361.45 | 397 | $ | 306.95 | $ | 1,302.47 | |||||||||||||||||
Amy Scofield |
139 | $ | 634.07 | 255 | $ | 361.45 | 397 | $ | 306.95 | $ | 1,302.47 | |||||||||||||||||
Olga Winner |
139 | $ | 634.07 | 255 | $ | 361.45 | 397 | $ | 306.95 | $ | 1,302.47 | |||||||||||||||||
Marc DiCosimo |
32 | $ | 72.49 | 108 | $ | 86.78 | 143 | $ | 68.12 | $ | 227.39 | |||||||||||||||||
Joanna Madden |
32 | $ | 72.49 | 108 | $ | 86.78 | 143 | $ | 68.12 | $ | 227.39 | |||||||||||||||||
Charles McGinn |
41 | $ | 20.68 | 137 | $ | 65.31 | 250 | (1) | $ | 86.11 | (1) | $ | 172.10 | |||||||||||||||
Michael Narkiewicz |
41 | $ | 20.68 | 137 | $ | 65.31 | 250 | (1) | $ | 86.11 | (1) | $ | 172.10 | |||||||||||||||
Adel Daghmouri |
8 | $ | 0.67 | 49 | 2 | $ | 11.95 | 2 | 31 | 3 | $ | 14.63 | (3) | $ | 27.25 | |||||||||||||
Chee Ooi |
8 | $ | 0.67 | 49 | 2 | $ | 11.95 | 2 | 31 | 3 | $ | 14.63 | (3) | $ | 27.25 | |||||||||||||
Barry Glavin |
0 | (4) | $ | 0 | (4) | 0 | $ | 0.00 | 0 | $ | 0.00 | $ | 0.00 |
1. |
Includes 4 accounts (totaling $215.78 million in assets under management) with performance-based fees. |
2. |
Includes 9 accounts (totaling $46.16 billion in assets under management) with performance-based fees. |
3. |
Includes 5 accounts (totaling $3.05 billion in assets under management) with performance-based fees. |
4. |
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.
89
None of the portfolio managers listed above beneficially owned shares of any Fund as of December 31, 2019.
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.
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.
90
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.
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.
91
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. |
92
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.
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, 2017 |
Fiscal year ended
December 31, 2018 |
Fiscal year ended
December 31, 2019 |
|||||||||
Aggregate Bond Index Fund |
| | | |||||||||
Defensive Global Equity Fund |
| | | |||||||||
Emerging Markets Equity Index Fund |
$ | 114,693 | $ | 117,138 | $ | 159,280 | ||||||
Equity 500 Index Fund |
| | $ | | ||||||||
Global All Cap Equity ex-U.S. Index Fund |
| | $ | | ||||||||
Hedged International Developed Equity Index Fund |
$ | 27,454 | $ | 68,661 | $ | 58,471 | ||||||
International Value Spotlight Fund |
$ | 1,464 | $ | 1,222 | $ | 361 | ||||||
Small/Mid Cap Equity Index Fund |
| | $ | | ||||||||
Target Retirement 2020 Fund |
$ | 125,938 | $ | 75,433 | $ | 77,523 | ||||||
Target Retirement 2025 Fund |
$ | 43,865 | $ | 37,290 | $ | 57,305 | ||||||
Target Retirement 2030 Fund |
$ | 25,092 | $ | 29,317 | $ | 50,127 | ||||||
Target Retirement 2035 Fund |
$ | 12,481 | $ | 24,155 | $ | 34,080 | ||||||
Target Retirement 2040 Fund |
$ | 9,173 | $ | 17,620 | $ | 23,695 |
93
Fund |
Fiscal year ended
December 31, 2017 |
Fiscal year ended
December 31, 2018 |
Fiscal year ended
December 31, 2019 |
|||||||||
Target Retirement 2045 Fund |
$ | 6,528 | $ | 14,882 | $ | 17,637 | ||||||
Target Retirement 2050 Fund |
$ | 4,803 | $ | 8,310 | $ | 13,757 | ||||||
Target Retirement 2055 Fund |
$ | 1,569 | $ | 4,656 | $ | 7,387 | ||||||
Target Retirement 2060 Fund |
$ | 303 | $ | 1,884 | $ | 5,374 | ||||||
Target Retirement Fund |
$ | 33,968 | $ | 69,940 | $ | 20,017 |
The increase in brokerage commissions paid by the 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 years ended December 31, 2019 and/or December 31, 2018 as compared to the fiscal year ended December 31, 2017 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 and the Target Retirement 2065 Fund have been omitted because the Funds had not commenced investment operations as of December 31, 2019.
Securities of Regular Broker-Dealer. Each Trust 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.
The Trusts holdings in Securities of Regular Broker-Dealers as of December 31, 2019 are as follows:
JPMorgan Chase & Co |
$ | 50,510,614 | ||
Bank of America Corp |
$ | 32,934,398 | ||
Citigroup, Inc. |
$ | 20,142,426 | ||
UBS Securities LLC |
$ | 13,567,996 | ||
HSBC Holdings PLC |
$ | 12,107,204 | ||
Goldman Sachs & Co |
$ | 8,449,008 | ||
Morgan Stanley |
$ | 7,252,650 | ||
Macquarie Group, Ltd |
$ | 3,016,871 | ||
Credit Suisse |
$ | 2,784,767 | ||
Virtu Financial. |
$ | 115,080 |
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, 2019, the Equity 500 Index Fund
94
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. For the fiscal year ending December 31, 2019 the Global All Cap Equity ex-U.S. Index Fund experienced an increase in portfolio turnover, compared to the previous period, due to changing the underlying index which it tracks.
DECLARATION OF TRUST, CAPITAL STOCK AND OTHER INFORMATION
Capitalization
Under the Declaration of Trust, the Trustees are authorized to issue an unlimited number of shares of each Fund. Upon liquidation or dissolution of a Fund, investors are entitled to share pro rata in the Funds net assets available for distribution to its investors. Investments in a Fund have no preference, preemptive, conversion or similar rights, except as determined by the Trustees or as set forth in the Bylaws, and are fully paid and non-assessable, except as set forth below.
Declaration of Trust
The Declaration of Trust of the Trust provides that the Trust may redeem shares of a Fund at the redemption price that would apply if the share redemption were initiated by a shareholder. It is the policy of the Trust that, except upon such conditions as may from time to time be set forth in the then current prospectus of the Trust or to facilitate the Trusts or a Funds compliance with applicable law or regulation, the Trust would not initiate a redemption of shares unless it were to determine that failing to do so may have a substantial adverse consequence for a Fund or the Trust.
The Trusts Declaration of Trust provides that a Trustee who is not an interested person (as defined in the 1940 Act) of the Trust will be deemed independent and disinterested with respect to any demand made in connection with a derivative action or proceeding. It is the policy of the Trust that it will not assert that provision to preclude a shareholder from claiming that a trustee is not independent or disinterested with respect to any demand made in connection with a derivative action or proceeding; provided, however, that the foregoing policy will not prevent the Trust from asserting applicable law (including Section 2B of Chapter 182 of the Massachusetts General Laws) to preclude a shareholder from claiming that a trustee is not independent or disinterested with respect to any demand made in connection with a derivative action or proceeding.
The Trust will not deviate from the foregoing policies in a manner that adversely affects the rights of shareholders of a Fund without the approval of a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of such Fund.
Voting
Each investor is entitled to a vote in proportion to the number of Fund shares it owns. Shares do not have cumulative voting rights in the election of Trustees, and investors holding more than 50% of the aggregate outstanding shares in the Trust may elect all of the Trustees if they choose to do so. The Trust is not required and has no current intention to hold annual meetings of investors but the Trust will hold special meetings of shareholders when in the judgment of the Trustees it is necessary or desirable to submit matters for a shareholder vote.
Massachusetts Business Trust
Under Massachusetts law, shareholders in a Massachusetts business trust could, under certain circumstances, be held personally liable for the obligations of the trust. However, the Declaration of Trust disclaims shareholder liability for acts or obligations of the Trust and provides for indemnification out of the property of the applicable series of the Trust for any loss to which the shareholder may 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.
95
Multiple-class funds do not have a single share price. Rather, each class has a share price, called its 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.
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,
96
(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.
97
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. 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.
98
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 NAV 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 NAV 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
99
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.
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.
100
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.
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.
101
Tax Implications of Certain Fund Investments
Investments in Other RICs. If a Fund receives dividends from a Portfolio treated as a RIC, or an Underlying Fund, or another underlying RIC (each, an underlying RIC) or a Portfolio or an Underlying Fund receives dividends from an underlying RIC, and the underlying RIC reports such dividends as qualified dividend income, then the Fund, the Portfolio or the Underlying Fund, as applicable, is permitted, in turn, to report a portion of such dividends as qualified dividend income when it distributes such portion to its shareholders, provided holding period and other requirements are met.
If a Fund, a Portfolio or Underlying Fund receives dividends from an underlying RIC, and the underlying RIC reports such dividends as eligible for the dividends-received deduction, then the Fund, the Portfolio or the Underlying Fund, as applicable, is permitted, in turn, to report a portion of such dividends as eligible for the dividends-received deduction as well when it distributes such portion to its shareholders, provided holding period and other requirements are met.
If an underlying RIC in which a Fund invests elects to pass through tax credit bond credits to its shareholders, then the Fund is permitted in turn to elect to pass through its proportionate share of those tax credits to its shareholders, provided that the Fund meets shareholder notice and other requirements.
The foregoing rules may cause the tax treatments of a Funds gains, losses and distributions to differ at times from the tax treatment that would apply if the Fund invested directly in the types of securities held by the underlying RIC. As a result, investors may receive taxable distributions earlier and recognize higher amounts of capital gain or ordinary income than they otherwise would.
Special Rules for Debt Obligations. Some debt obligations with a fixed maturity date of more than one year from the date of issuance (and zero-coupon debt obligations with a fixed maturity date of more than one year from the date of issuance) will be treated as debt obligations that are issued originally at a discount. Generally, original issue discount (OID) is treated as interest income and is included in a Funds income and required to be distributed by the Fund over the term of the debt obligation, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt obligation. In addition, payment-in-kind obligations will give rise to income which is required to be distributed and is taxable even though the Fund holding the obligation receives no interest payment in cash on the obligation during the year.
Some debt obligations with a fixed maturity date of more than one year from the date of issuance that are acquired in the secondary market by a Fund may be treated as having market discount. Very generally, market discount is the excess of the stated redemption price of a debt obligation (or in the case of an obligation issued with OID, its revised issue price) over the purchase price of such obligation. Subject to the discussion below regarding Section 451 of the Code, (i) generally, any gain recognized on the disposition of, and any partial payment of principal on, a debt obligation having market discount is treated as ordinary income to the extent the gain, or principal payment, does not exceed the accrued market discount on such debt obligation, (ii) alternatively, a Fund may elect to accrue market discount currently, in which case the Fund will be required to include the accrued market discount in income (as ordinary income) and thus distribute it over the term of the debt obligation, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt obligation, and (iii) the rate at which the market discount accrues, and thus is included in a Funds income, will depend upon which of the permitted accrual methods the Fund elects. Notwithstanding the foregoing, effective for taxable years beginning after 2017, Section 451 of the Code generally requires any accrual method taxpayer to take into account items of gross income no later than the time at which such items are taken into account as revenue in the taxpayers financial statements. The IRS and the Department of Treasury have issued proposed regulations providing that this rule does not apply to the accrual of market discount. If this rule 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.
102
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 CMOs with respect to which an election to be treated as a REMIC is in effect) or equity interests in taxable mortgage pools (TMPs). Under a notice issued by the IRS in October 2006 and Treasury regulations that have yet to be issued but may apply retroactively, a portion of a Funds income (including income allocated to the Fund from certain pass-through entities) that is attributable to a residual interest in a REMIC or an equity interest in a TMP (referred to in the Code as an excess inclusion) will be subject to U.S. federal income tax in all events. This notice also provides, and the regulations are expected to provide, that excess inclusion income of a RIC, such as a Fund, will be allocated to shareholders of the RIC in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related interest directly. As a result, a RIC investing in such securities may not be a suitable investment for charitable remainder trusts, as noted below.
In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (UBTI) to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or other tax-exempt entity) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and that otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign shareholder will not qualify for any reduction in U.S. federal withholding tax. A shareholder will be subject to U.S. federal income tax on such inclusions notwithstanding any exemption from such income tax otherwise available under the Code.
Foreign Currency Transactions. Any transaction by a Fund in foreign currencies, foreign currency-denominated debt obligations or certain foreign currency options, futures contracts or forward contracts (or similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. Any such net gains could require a larger dividend toward the end of the calendar year. Any such net losses will generally reduce and potentially require the recharacterization of prior ordinary income distributions. Such ordinary income treatment may accelerate a Funds distributions to shareholders and increase the distributions taxed to shareholders as ordinary income. Any net ordinary losses so created cannot be carried forward by the Fund to offset income or gains earned in subsequent taxable years.
103
Passive Foreign Investment Companies. Equity investments by a Fund in certain passive foreign investment companies (PFICs) could potentially subject the Fund to a U.S. federal income tax (including interest charges) on distributions received from the company or on proceeds received from the disposition of shares in the company. This tax cannot be eliminated by making distributions to Fund shareholders. However, a Fund may elect to avoid the imposition of that tax. For example, a Fund may elect to treat a PFIC as a qualified electing fund (i.e., make a QEF election), in which case the Fund will be required to include its share of the PFIC s income and net capital gains annually, regardless of whether it receives any distribution from the PFIC. A Fund also may make an election to mark the gains (and to a limited extent losses) in such holdings to the market as though it had sold (and, solely for purposes of this mark-to-market election, repurchased) its holdings in those PFICs on the last day of the Funds taxable year. Such gains and losses are treated as ordinary income and loss. The QEF and mark-to-market elections may accelerate the recognition of income (without the receipt of cash) and increase the amount required to be distributed by the Fund to avoid taxation. Either of these elections therefore may require a Fund to liquidate other investments (including when it is not advantageous to do so) to meet its distribution requirement, which also may accelerate the recognition of gain and affect the Funds total return. Dividends paid by PFICs will not be eligible to be treated as qualified dividend income.
Because it is not always possible to identify a foreign corporation as a PFIC, a Fund may incur the tax and interest charges described above in some instances.
Options and Futures. In general, option premiums received by a Fund are not immediately included in the income of the Fund. Instead, the premiums are recognized when the option contract expires, the option is exercised by the holder, or the Fund transfers or otherwise terminates the option (e.g., through a closing transaction). If a call option written by a Fund is exercised and the Fund sells or delivers the underlying stock, the Fund generally will recognize capital gain or loss equal to (a) the sum of the strike price and the option premium received by the Fund minus (b) the Funds basis in the stock. Such gain or loss generally will be short-term or long-term depending upon the holding period of the underlying stock. If securities are purchased by a Fund pursuant to the exercise of a put option written by it, the Fund generally will subtract the premium received for purposes of computing its cost basis in the securities purchased. Gain or loss arising in respect of a termination of a Funds obligation under an option other than through the exercise of the option will be short-term gain or loss depending on whether the premium income received by the Fund is greater or less than the amount paid by the Fund (if any) in terminating the transaction. Thus, for example, if an option written by a Fund expires unexercised, the Fund generally will recognize short-term gain equal to the premium received.
A Funds options activities may include transactions constituting straddles for U.S. federal income tax purposes, that is, that trigger the U.S. federal income tax straddle rules contained primarily in Section 1092 of the Code. Such straddles include, for example, positions in a particular security, or an index of securities, and one or more options that offset the former position, including options that are covered by a Funds long position in the subject security. Very generally, where applicable, Section 1092 requires (i) that losses be deferred on positions deemed to be offsetting positions with respect to substantially similar or related property, to the extent of unrealized gain in the latter, and (ii) that the holding period of such a straddle position that has not already been held for the long-term holding period be terminated and begin anew once the position is no longer part of a straddle. Options on single stocks that are not deep in the money may constitute qualified covered calls, which generally are not subject to the straddle rules; the holding period on stock underlying qualified covered calls that are in the money although not deep in the money will be suspended during the period that such calls are outstanding. Thus, the straddle rules and the rules governing qualified covered calls could cause gains that would otherwise constitute long-term capital gains to be treated as short-term capital gains, and distributions that would otherwise constitute qualified dividend income or qualify for the dividends-received deduction to fail to satisfy the holding period requirements and therefore to be taxed as ordinary income or fail to qualify for the dividends-received deduction, as the case may be.
The tax treatment of certain positions entered into by a Fund, including regulated futures contracts, certain foreign currency positions and certain listed non-equity options, will be governed by section 1256 of the Code (section 1256 contracts). Gains or losses on section 1256 contracts generally are considered 60% long-term and 40% short-term capital gains or losses (60/40), although certain foreign currency gains and losses from such contracts may be treated as ordinary in character. Also, section 1256 contracts held by a Fund at the end of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under the Code) are marked to market with the result that unrealized gains or losses are treated as though they were realized and the resulting gain or loss is treated as ordinary or 60/40 gain or loss, as applicable.
104
Derivatives, Hedging, and Related Transactions. In addition to the special rules described above in respect of futures and options transactions, a Funds transactions in other derivative instruments (e.g., forward contracts and swap agreements), as well as any of its hedging, short sale, securities loan or similar transactions, may be subject to one or more special tax rules (e.g., notional principal contract, straddle, constructive sale, wash sale and short sale rules). These rules may affect whether gains and losses recognized by a Fund are treated as ordinary or capital, accelerate the recognition of income or gains to the Fund, defer losses to the Fund, and cause adjustments in the holding periods of the Funds securities, thereby affecting whether capital gains and losses are treated as short-term or long-term. These rules could therefore affect the amount, timing and/or character of distributions to shareholders.
Because these and other tax rules applicable to these types of transactions are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a Fund has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a RIC and avoid a Fund-level tax.
Commodity-Linked Instruments. A Funds direct or indirect investments in commodities and commodity-linked instruments can be limited by the Funds intention to qualify as a RIC, and can bear on the Funds ability to so qualify. Income and gains from commodities and certain commodity-linked instruments does not constitute qualifying income to a RIC for purposes of the 90% gross income test described above. The tax treatment of some other commodity-linked instruments in which a Fund might invest is not certain, in particular with respect to whether income or gains from such instruments constitute qualifying income to a RIC. If a Fund were to treat income or gain from a particular instrument as qualifying income and the income or gain were later determined not to constitute qualifying income and, together with any other nonqualifying income, caused the Funds nonqualifying income to exceed 10% of its gross income in any taxable year, the Fund would fail to qualify as a RIC unless it is eligible to and does pay a tax at the Fund level.
Book-Tax Differences. Certain of a Funds investments in derivative instruments and foreign currency-denominated instruments, and any of the Funds transactions in foreign currencies and hedging activities, are likely to produce a difference between its book income and the sum of its taxable income and net tax-exempt income (if any). If such a difference arises, and a Funds book income is less than the sum of its taxable income and net tax-exempt income, the Fund could be required to make distributions exceeding book income to qualify as a RIC that is accorded special tax treatment and to avoid an entity-level tax. In the alternative, if a Funds book income exceeds the sum of its taxable income (including realized capital gains) and net tax-exempt income, the distribution (if any) of such excess generally will be treated as (i) a dividend to the extent of the Funds remaining earnings and profits (including earnings and profits arising from tax-exempt income), (ii) thereafter, as a return of capital to the extent of the recipients basis in its shares, and (iii) thereafter as gain from the sale or exchange of a capital asset.
Foreign Taxation
A Funds income, proceeds and gains from sources within foreign countries may be subject to non-U.S. withholding or other taxes, which will reduce the yield on those investments. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. If, at the close of a Funds taxable year, more than 50% of the assets of the Fund consists of the securities of foreign corporations, the Fund may elect to permit shareholders to claim a credit or deduction on their income tax returns for their pro rata portions of qualified taxes paid by a Fund to foreign countries in respect of foreign securities that the Fund has held for at least the minimum period specified in the Code. In such a case, shareholders will include in gross income from foreign sources their pro rata shares of such taxes paid by such Fund. A shareholders ability to claim an offsetting foreign tax credit or deduction in respect of foreign taxes paid by a Fund is subject to certain limitations imposed by the Code, which may result in the shareholders not receiving a full credit or deduction (if any) for the amount of such taxes. Shareholders who do not itemize on their U.S. federal income tax returns may claim a credit (but not a deduction) for such foreign taxes. Even if a Fund were eligible to make such an election for a given year, it may determine not to do so.
If at the close of each quarter of its taxable year, at least 50% of the total assets of a Fund consists of interests in other RICs (such as a Portfolio or Underlying Fund treated as a RIC), such Fund will be a qualified fund of funds. In that case, the Fund is permitted to elect to pass through to its shareholders foreign income and other similar taxes paid by the Fund in respect of foreign securities held directly by the Fund or by the underlying RIC in which it invests that itself elected to pass such taxes through to shareholders.
105
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.
106
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.
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).
107
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-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.
108
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.
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, 2019 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, 2020 as part of the Trusts filing on Form N-CSR (SEC Accession No. 0001193125-20-064502) and are incorporated into this SAI by reference. The Annual Report is available, without charge, upon request, by calling (866) 392-0869.
109
RATINGS OF DEBT INSTRUMENTS
MOODYS INVESTORS SERVICE, INC. (MOODYS)
GLOBAL LONG-TERM RATING SCALE
Ratings assigned on Moodys global long-term rating scale are forward-looking opinions of the relative credit risks of financial obligations issued by non-financial corporates, financial institutions, structured finance vehicles, project finance vehicles, and public sector entities. Long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both on the likelihood of a default on contractually promised payments and the expected financial loss suffered in the event of default.
Aaa: Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
Aa: Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A: Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.
Baa: Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.
Ba: Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
B: Obligations rated B are considered speculative and are subject to high credit risk.
Caa: Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.
Ca: Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C: Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
Note: Moodys appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category. Additionally, a (hyb) indicator is appended to all ratings of hybrid securities issued by banks, insurers, finance companies, and securities firms.*
* |
By their terms, hybrid securities allow for the omission of scheduled dividends, interest, or principal payments, which can potentially result in impairment if such an omission occurs. Hybrid securities may also be subject to contractually allowable write-downs of principal that could result in impairment. Together with the hybrid indicator, the long-term obligation rating assigned to a hybrid security is an expression of the relative credit risk associated with that security. |
GLOBAL SHORT-TERM RATING SCALE
Ratings assigned on Moodys global short-term rating scale are forward-looking opinions of the relative credit risks of financial obligations issued by non-financial corporates, financial institutions, structured finance vehicles, project finance vehicles, and public sector entities. Short-term ratings are assigned to obligations with an original maturity of thirteen months or less and reflect both on the likelihood of a default on contractually promised payments and the expected financial loss suffered in the event of default.
P-1: Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
P-2: Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
P-3: Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.
A-1
NP: Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
S&P GLOBAL RATINGS (S&P)
ISSUE CREDIT RATING DEFINITIONS
An S&P Global Ratings issue credit rating is a forward-looking opinion about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion reflects S&P Global Ratings view of the obligors capacity and willingness to meet its financial commitments as they come due, and this opinion may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default.
Issue credit ratings can be either long-term or short-term. Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. Medium-term notes are assigned long-term ratings.
LONG-TERM ISSUE CREDIT RATINGS*
AAA: An obligation rated AAA has the highest rating assigned by S&P Global Ratings. The obligors capacity to meet its financial commitments on the obligation is extremely strong.
AA: An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligors capacity to meet its financial commitments on the obligation is very strong.
A: An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligors capacity to meet its financial commitments on the obligation is still strong.
BBB: An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligors capacity to meet its financial commitments on the obligation.
BB; B; CCC; CC; and C: Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposure to adverse conditions.
BB: An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligors inadequate capacity to meet its financial commitments on the obligation.
B: An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitments on the obligation. Adverse business, financial, or economic conditions will likely impair the obligors capacity or willingness to meet its financial commitments on the obligation.
CCC: An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitments on the obligation.
CC: An obligation rated CC is currently highly vulnerable to nonpayment. The CC rating is used when a default has not yet occurred, but S&P Global Ratings expects default to be a virtual certainty, regardless of the anticipated time to default.
C: An obligation rated C is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared with obligations that are rated higher.
A-2
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.
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. |
A-4
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. |
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.
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. |
B-1
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
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.
B-2
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 AND SUB-ADVISERS PROXY VOTING PROCEDURES AND GUIDELINES
Insights Asset Stewardship
March 2020 |
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
|
||||
|
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.
|
||||
|
C-1
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 consider 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: | ||||
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. |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
C-2 |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
C-3 |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
C-4 |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
C-5 |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
C-6 |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
C-7 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10-20125 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 Ireland
Limited, registered in Ireland with company number 145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved.
ID181820-3003736.2.1.GLB.RTL 0320 Exp. Date: 03/31/2021
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
C-8 |
|
||||||
|
||||||
C-9 |
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 overrides of Guidelines, 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.
|
||||
Endnotes |
1 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. |
|
|
|||||
|
Managing Conflicts of Interest Arising From State Street Global Advisors Proxy Voting and Engagement Activity |
|||||
C-10 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10 - 20125 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 Ireland
Limited, registered in Ireland with company number 145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved.
ID178863-3002323.1.1.GBL.RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Managing Conflicts of Interest Arising From State Street Global Advisors Proxy Voting and Engagement Activity |
|||||
C-11 |
Insights |
||||
Asset Stewardship
March 2020 |
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 Boards (SASB) Industry Standards |
||||
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) or the Global Reporting Initiative |
||||
Our proprietary R-FactorTM1 score |
|
||||||
|
||||||
C-12 |
|
|
|||||
|
Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues | |||||
C-13 |
|
|
|||||
|
Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues | |||||
C-14 |
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 Maryah Island, Abu Dhabi, United Arab Emirates.
Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered
offi Level 15, 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 offi of State Street Global Advisors Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised and regulated by the Central Bank of Ireland, and whose registered offi is at 78 Sir John Rogersons Quay, Dublin 2. Canada: State Street Global Advisors, Ltd., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai: State Street Global Advisors
Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th fl ), 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, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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 offi 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.
Authorised 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 offi 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, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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 offi is at Via Ferrante Aporti, 10 - 20125 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 fl Herikerbergweg 29 1101 CN Amsterdam, Netherlands. T: 31 20 7181701. SSGA Netherlands is a branch offi of State Street Global Advisors Ireland Limited, registered in
Ireland with company number 145221, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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). T: +65 6826-7555. F: +65 6826-7501.
Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No.
5776591 81. Registered offi 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved. ID179700-3002028.1.1.GBL
.RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues | |||||
C-15 |
Insights Asset Stewardship
March 2020 |
Proxy Voting and Engagement Guidelines: Australia and New Zealand
|
|||
State Street Global Advisors Australia and New Zealand Proxy Voting and Engagement Guidelines1 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, which provide a detailed explanation of our approach to voting and engaging with companies and State Street Global Advisors Conflict Mitigation 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.
|
||||
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. |
|
||||||
|
||||||
C-16 |
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 |
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. |
|||
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
C-17 |
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 voting on the election or re-election of a director, we also consider the number of outside board directorships that a non-executive and an executive may undertake. Thus, we may withhold votes from board chairs and lead independent directors who sit on more than three public company boards, and from non-executive directors who hold more than four public company board mandates. We may also take voting action against named executive officers who undertake more than two public board memberships. We also consider attendance at board meetings and may withhold votes from directors who attend less than 75% of board meetings without appropriate explanation or providing reason for their failure to meet the attendance threshold. 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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
C-18 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
C-19 |
Shareholder Rights and Capital- Related Issues Share Issuances
|
||||
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 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 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
C-20 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
C-21 |
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.
|
|||||
Endnotes |
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 R-FactorTM is a scoring system created by SSGA that measures the performance of a companys business operations and governance as it relates to financially material ESG factors facing the companys industry. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
C-22 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10-20125 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 Ireland |
Limited, registered in Ireland with company number 145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation. All Rights Reserved. ID178858-3001282.1.1.GBL.RTL 0320 Exp. Date: 03/31/2021 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
C-23 |
Insights |
||||
Asset Stewardship
March 2020 |
Proxy Voting and Engagement Guidelines: Europe | |||
State Street Global Advisors European Proxy Voting and Engagement Guidelines1 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, which provide a detailed explanation of our approach to voting and engaging with companies, and State Street Global Advisors Conflict Mitigation 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, as well as environmental, social and other governance-related issues. | ||||
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. |
|
||||||
|
||||||
C-24 |
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. | ||||
|
State Street Global Advisors is a signatory to the United Nations Principles for 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 | 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. | |||
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. |
||||
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 |
||||
Serving as an employee or government representative and |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-25 |
Overall average board tenure and individual director tenure at issuers with classified and de-classified boards, respectively |
||||
Company classification of a director as non-independent |
||||
While overall board independence requirements and board structures differ from market to market, we consider voting against directors we deem non-independent 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 may withhold support for a proposal to discharge the board if a company fails to meet adequate governance standards or board level independence. | ||||
We also assess the division of responsibilities between chair 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. However, we may take voting action against the chair or members of the nominating committee at the STOXX Europe 600 companies that have combined the roles of chair and CEO and have not appointed an independent deputy chair or a lead independent director. | ||||
When voting on 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. Thus, we may withhold votes from board chairs and lead independent directors who sit on more than three public company boards, and from non-executive directors who hold more than four public company board mandates. We may also take voting action against named executive officers who undertake more than two public board memberships. | ||||
We also consider attendance at board meetings and may withhold votes from directors who attend less than 75% of board meetings without appropriate explanation or providing reason for their failure to meet the attendance threshold . 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. Moreover, 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. | ||||
Further, we expect boards of STOXX Europe 600 listed companies to have at least one female board member. If a company fails to meet this expectation, State Street Global Advisors may vote against the Chair of the boards nominating committee or the board leader in the absence of a nominating committee, if necessary. | ||||
Although we generally are in favour of the annual election of directors, we recognise 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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-26 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-27 |
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 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 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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-28 |
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 interest 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: | ||||
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. |
||||
|
|
|||
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 anti-takeover 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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-29 |
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, 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 sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-30 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-31 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10 - 20125 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 Ireland Limited, registered in Ireland with company number
145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved.
ID178878-3001282.1.1 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-32 |
|
||||||
|
||||||
C-33 |
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 |
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. |
|||
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. If a company fails to meet this expectation, State Street Global Advisors may vote against the Chair of the boards nominating committee or the board leader in the absence of a nominating committee, if necessary. | ||||
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
C-34 |
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, 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 |
||||
State Street Global Advisors may take voting action against board members at companies on the TOPIX 100 that are laggards based on their R-FactorTM scores2 and cannot articulate how they plan to improve their score. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
C-35 |
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 |
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
C-36 |
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 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
C-37 |
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.
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.
|
|||
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.
|
|||
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.
|
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
C-38 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
C-39 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10 - 20125 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 Ireland Limited, registered in Ireland with company number
145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)4424570 00. F: +41 (0)442457016. United Kingdom: State Street Global Advisors Limited. Authorised 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: 02033956000. F: 02033956350. United States: State Street Global Advisors, One Iron Street, Boston, MA 02210 -1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved. ID178876-3001933.1.1.GBL.RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
C-40 |
Insights |
||||
Asset Allocation
March 2020 |
Proxy Voting and Engagement Guidelines: North America |
|||
State Street Global Advisors North America Proxy Voting and Engagement Guidelines1 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. | ||||
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). |
||||
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. |
|
||||||
|
||||||
C-41 |
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 |
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. |
|||
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. | ||||
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-42 |
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 consider 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 |
||||
NEOs of a public company who sit on more than two public company boards |
||||
Board chairs or lead independent directors who sit on more than three public company boards |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-43 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-44 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-45 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-46 |
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-47 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-48 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-49 |
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 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-50 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-51 |
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 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-52 |
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.
|
|||||
Endnotes |
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 R-FactorTM is a scoring system created by SSGA that measures the performance of a companys business operations and governance as it relates to financially material ESG factors facing the companys industry.
3 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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-53 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10-20125 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 Ireland
Limited, registered in Ireland with company number 145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved.
ID178872-3001365.1.1.GBL.RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-54 |
Insights |
||||
Asset Stewardship | Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||
March 2020 |
||||
State Street Global Advisors United Kingdom and Ireland Proxy Voting and Engagement Guidelines1 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. | ||||
|
|
|||
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. | ||||
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 that obtain a primary listing on the London Stock Exchange or the Irish Stock Exchange, regardless of domicile, 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. |
|
||||||
|
||||||
C-55 |
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 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 for 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 | 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. | |||
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. | ||||
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 |
||||
Company classification of a director as non-independent |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
C-56 |
When voting on 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. Thus, we may withhold votes from board chairs and lead independent directors who sit on more than three public company boards, and from non-executive directors who hold more than four public company board mandates. We may also take voting action against Named Executive Officers who undertake more than two public board memberships. |
||||
We also consider attendance at board meetings and may withhold votes from directors who attend less than 75% of board meetings in a given year without appropriate explanation or providing reason for their failure to meet the attendance threshold. 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. | ||||
Further, we expect boards of FTSE 350 listed companies to have at least one female board member. If a company fails to meet this expectation, State Street Global Advisors may vote against the chair of the boards nominating committee or the board leader in the absence of a nominating committee, if necessary. Additionally, if a company fails to meet this expectation for four consecutive years, State Street Global Advisors may vote against all incumbent members of the nominating committee. | ||||
While we are generally supportive of having the roles of chair and CEO separated in the UK market, we assess the division of responsibilities between chair 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 chair/CEO is appointed or a former CEO becomes chair. | ||||
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
C-57 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
C-58 |
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
C-59 |
|
|
|||
Notice Period to Convene a General Meeting | We expect companies to give as much notice as is practicable when calling a general meeting. Generally, we are not supportive of authorizations seeking to reduce the notice period to 14 days. | |||
|
||||
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. | |||
|
|
|||
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 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
C-60 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
C-61 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered offi Level 15, 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 offi of State Street Global Advisors Ireland 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 offi is at 78 Sir John Rogersons Quay, Dublin 2. Canada: State Street Global Advisors, Ltd., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai: State Street Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th fl ), 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 offi 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 offi 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 offi 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 offi 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 offi is at Via Ferrante Aporti, 10 -20125 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 fl Herikerbergweg 29 1101 CN Amsterdam, Netherlands. T: 31 20 7181701. SSGA Netherlands is a branch offi 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 offi 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). 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
2457016. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 577659181. Registered offi 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 02210-1641. T: +1 617 786 3000.
The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investors particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor.
All information has been obtained from sources believed to be reliable, but its accuracy is not guaranteed. There is no representation or warranty as to the current accuracy, reliability or completeness of, nor liability for, decisions based on such information.
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.
© 2020 State Street Corporation.
All Rights Reserved.
ID178865-3002357.1.1.GBL.
RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
C-62 |
Insights |
||||
Asset Stewardship
March 2020 |
Proxy Voting and Engagement Guidelines: Rest of the World | |||
State Street Global Advisors Rest of the World Proxy Voting and Engagement Guidelines1 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.
|
||||
At State Street Global Advisors, we recognize that markets not covered under specific country/ regional guidelines, specifically emerging markets, are disparate in their corporate governance frameworks and practices. While they 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. 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.
|
||||
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 increase the 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 |
|
||||||
|
||||||
C-63 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Rest of the World | |||||
C-64 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Rest of the World | |||||
C-65 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Rest of the World | |||||
C-66 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Rest of the World | |||||
C-67 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered offi Level 15, 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 offi of State Street Global Advisors Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised and regulated by the Central Bank of Ireland, and whose registered offi is at 78 Sir John Rogersons Quay, Dublin 2. Canada: State Street Global Advisors, Ltd., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, Toronto, Ontario M5C 3G6. T: +647
775 5900. Dubai: State Street Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th fl ), 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, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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 offi 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. Authorised 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 offi 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, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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 offi is at Via Ferrante Aporti, 10 - 20125 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 fl Herikerbergweg 29 1101 CN Amsterdam, Netherlands. T: 31 20 7181701. SSGA Netherlands is a branch offi of State Street
Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 5776591 81. Registered offi 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved.
ID178868-3002453.1.1.GBL
.RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Rest of the World | |||||
C-68 |
STATE STREET INSTITUTIONAL INVESTMENT TRUST
(the Trust)
One Iron Street
Boston, Massachusetts 02210
STATEMENT OF ADDITIONAL INFORMATION
April 30, 2020
STATE STREET CHINA EQUITY SELECT FUND
Class K (SCSLX)
This Statement of Additional Information (SAI) relates to the prospectus dated April 30, 2020 as may be revised and/or supplemented from time to time thereafter for the State Street China Equity Select Fund (the Prospectus).
The SAI is not a prospectus and should be read in conjunction with the Prospectus. A copy of the 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 Funds audited financial statements for the period May 29, 2019, the commencement of operations, through December 31, 2019, including the independent registered public accounting firm report 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.
SSIITCHINASAI
3 | ||||
4 | ||||
4 | ||||
27 | ||||
38 | ||||
39 | ||||
39 | ||||
44 | ||||
45 | ||||
47 | ||||
48 | ||||
48 | ||||
58 | ||||
58 | ||||
A-1 | ||||
Appendix B - Advisers Proxy Voting Procedures and Guidelines |
B-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 Aggregate Bond Index Fund; |
|
State Street Aggregate Bond Index Portfolio; |
|
State Street Cash Reserves Fund; |
|
State Street Cash Reserves Portfolio; |
|
State Street Defensive Global Equity Fund; |
|
State Street Emerging Markets Equity Index Fund; |
|
State Street Equity 500 Index Fund; |
|
State Street Equity 500 Index II Portfolio; |
|
State Street ESG Liquid Reserves Fund; |
|
State Street Global All Cap Equity ex-U.S. Index Fund; |
|
State Street Global All Cap Equity ex-U.S. Index Portfolio; |
|
State Street Hedged International Developed Equity Index Fund; |
|
State Street 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 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 2065 Fund; |
|
State Street Treasury Obligations Money Market Fund; |
|
State Street Ultra Short Term Bond Fund; and |
|
State Street Ultra Short Term Bond Portfolio. |
The Trust includes the following non-diversified series:
|
State Street China Equity Select Fund (the China Equity Select Fund); |
|
State Street International Value Spotlight Fund. |
3
DESCRIPTION OF THE FUND AND ITS INVESTMENTS AND RISKS
The Funds Prospectus contains information about the investment objective and policies of the Fund. This SAI should only be read in conjunction with the Prospectus of the Fund.
In addition to the principal investment strategies and the principal risks of the Fund described in the Funds Prospectus, the Fund may employ other investment practices and may be subject to additional risks, which are described below.
ADDITIONAL INVESTMENTS AND RISKS
To the extent consistent with its investment objective and restrictions, the Fund may invest in the following instruments and use the following techniques, and is subject to the following additional risks.
Cash Reserves
The 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.
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, the Funds counterparty to the transaction is a central derivatives clearing organization, or clearing house, rather than a bank or broker. Because the Fund is not a member of a clearing house, and only members of a clearing house can participate directly in the clearing house, The Fund holds cleared derivatives through accounts at clearing members. In cleared derivatives transactions, the 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 the Fund than bilateral (non-cleared) arrangements. For example, the 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 the 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. The 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 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 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 Fund and clearing members is drafted by the clearing members and generally is less favorable to the 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, the 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
4
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 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. The 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.
Market Turbulence Resulting from COVID-19
An outbreak of a respiratory disease caused by a novel coronavirus first detected in China in December 2019 has spread globally in a short period of time. In an organized attempt to contain and mitigate the effects of the spread of the coronavirus known as COVID-19, governments and businesses world-wide have taken aggressive measures, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations. COVID-19 has resulted in the disruption of and delays in the delivery of healthcare services and processes, the cancellation of organized events and educational institutions, the disruption of production and supply chains, a decline in consumer demand for certain goods and services, and general concern and uncertainty, all of which have contributed to increased volatility in global markets. The effects of COVID-19 will likely affect certain sectors and industries more dramatically than others, which may adversely affect the value of a Funds investments in those sectors or industries. COVID-19, and other epidemics and pandemics that may arise in the future, could adversely affect the economies of many nations, the global economy, individual companies and capital markets in ways that cannot be foreseen at the present time. In addition, the impact of infectious diseases in developing or emerging market countries may be greater due to limited health care resources. Political, economic and social stresses caused by COVID-19 also may exacerbate other pre-existing political, social and economic risks in certain countries. The duration of COVID- 19 and its effects cannot be determined at this time, but the effects could be present for an extended period of time.
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 Fund, to enter into highly tailored or customized transactions. Trading swaps on a SEF may offer certain advantages over traditional bilateral over-the-counter trading, such as ease of execution, price transparency, increased liquidity and/or favorable pricing. Execution through a SEF is not, however, without additional costs and risks, as parties are required to comply with SEF and CFTC rules and regulations, including disclosure and recordkeeping obligations, and SEF rights of inspection, among others. SEFs typically charge fees, and if the Fund executes derivatives on a swap execution facility through a broker intermediary, the intermediary may impose fees as well. The 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, the 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 the 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 the 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 Fund to new kinds of costs and risks.
5
For example, in the event of a counterpartys (or its affiliates) insolvency, the 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 Fund 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 the Funds use of uncleared derivatives. These rules impose minimum margin requirements on derivatives transactions between the Fund and its counterparties and may increase the amount of margin the 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.
In addition, in November 2019, the SEC issued a release re-proposing a rule under the 1940 Act providing for the regulation of registered investment companies use of derivatives and certain related instruments. The ultimate impact, if any, of possible regulation remains unclear, but the proposed rule, if adopted, could, among other things, restrict a Funds ability to engage in derivatives transactions and/or increase the costs of such derivatives transactions such that a Fund may be unable to implement its investment strategy.
These and other regulations are new and evolving, so their potential impact on the Fund and the financial system are not yet known.
Credit Default Swaps and Total Return Swaps
The 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 Fund 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 Fund may either be a total return receiver or payor. Generally, the total return payor sells to the total return receiver an amount equal to all cash flows and price appreciation on a defined security or asset payable at periodic times during the swap term (i.e., credit risk) in return for a periodic payment from the total return receiver based on a designated interest rate (e.g., LIBOR) and spread plus the amount of any price depreciation on the reference security or asset. The total return payor does not need to own the underlying security or asset to enter into a total return swap. The final payment at the end of the swap term includes final settlement of the current market price of the underlying reference security or asset, and payment by the applicable party for any appreciation or depreciation in value. Usually, collateral must be posted by the total return receiver to secure the periodic interest-based and market price depreciation payments depending on the credit quality of the underlying reference security and creditworthiness of the total return receiver, and the collateral amount is marked-to-market daily equal to the market price of the underlying reference security or asset between periodic payment dates.
In both credit default swaps and total return swaps, the same general risks inherent to derivative transactions are present; however, the use of credit default swaps and total return swaps can involve greater risks than if the Fund 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 Fund 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. The 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
6
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.
The 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 the Funds investments or settle the Funds trades. It is possible that, in the event of the insolvency or bankruptcy of a custodian or broker, the 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 the 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 the 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 Fund.
Foreign Currency Transactions and Foreign Currency Derivatives
The 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 the 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 the Fund may not be able to recover all or any of the assets owed to it under such transactions if its counterparty should default. In some markets or in respect of certain currencies, the 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 the Fund. Such transactions executed directly with the sub-custodian are executed at a rate determined solely by such sub-custodian. Accordingly, the 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 the Fund and may make certain transactions unavailable; they may also increase the credit risk of such transactions to the Fund.
Foreign Securities
The Fund is permitted to invest in foreign securities. Foreign securities include securities of foreign companies and foreign governments (or agencies or subdivisions thereof). If the 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.
7
The globalization and integration of the world economic system and related financial markets have made it increasingly difficult to define issuers geographically. Accordingly, the 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 Fund 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 Fund intends 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 Fund intends 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 Fund are uninvested. The inability of the 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, the 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 the 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. The Funds ability and decisions to purchase and sell portfolio securities may be affected by laws or regulations relating to the convertibility of currencies and repatriation of assets.
A number of current significant political, demographic and economic developments may affect investments in foreign securities and in securities of companies with operations overseas. Such developments include dramatic political changes in government and economic policies in several Eastern European countries and the republics composing the former Soviet Union, as well as the unification of the European Economic Community. The course of any one or more of these events and the effect on trade barriers, competition and markets for consumer goods and services are uncertain. Similar considerations are of concern with respect to developing countries. For example, the possibility of revolution and the dependence on foreign economic assistance may be greater in these countries than in developed countries. Management seeks to mitigate the risks associated with these considerations through diversification and active professional management.
Special Risk Considerations of Investing in China. The Fund will 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
8
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. For additional information regarding certain risks of investing in China, see China below.
In addition, unexpected political, regulatory and diplomatic events, such as the U.S.-China trade war that intensified in 2018, may affect investor and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and to a significant degree. The current political climate and the further escalation of a trade war between China and the United States may have an adverse effect on both the U.S. and Chinese economies, as each country has recently imposed tariffs on the other countrys products. Some U.S. politicians have recently sought to limit certain U.S. investors from investing in Chinese companies. In January 2020, the U.S. and China signed a Phase 1 trade agreement that reduced some U.S. tariffs on Chinese goods while boosting Chinese purchases of American goods. However, this agreement left in place a number of existing tariffs, and it is unclear whether further trade agreements may be reached in the future. Events such as these and their impact on the Fund are difficult to predict and it is unclear whether further tariffs may be imposed or other escalating actions may be taken in the future.
Forward Commitments
The Fund may invest in forward commitments. The 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. The 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 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
The 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 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, the Fund is required to deposit initial margin with the futures broker. The initial margin serves as a good faith deposit that the 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 the 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.
The 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.
9
Registration under the Commodity Exchange Act. The Fund is operated by persons who have claimed an exclusion from the definition of the term commodity pool operator with respect to the Fund, 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 Fund is limited in its 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, the 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). The Fund would not be required to consider its exposure to such instruments if they were held for bona fide hedging purposes, as such term is defined in the rules of the CFTC. In addition to meeting one of the foregoing trading limitations, the Fund may not market itself as a commodity pool or otherwise as a vehicle for trading in the markets for CFTC-regulated instruments.
Options on futures contracts. In return for the premium paid, options on futures contracts give the purchaser the right to assume a position in a futures contract at the specified option exercise price at any time during the period of the option. Options on futures are similar to options on securities except that options on futures give the purchaser the right, in return for the premium paid, to assume a position in a futures contract (a long position if the option is a call and a short position if the option is a put) at a specified exercise price at any time during the period of the option. Upon exercise of the option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the writers futures margin account which represents the amount by which the market price of the futures contract, at exercise, exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the option on the futures. If an option is exercised on the last trading day prior to its expiration date, the settlement will be made entirely in cash. Purchasers of options who fail to exercise their options prior to the exercise date suffer a loss of the premium paid.
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.
The 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 the 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 the 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 the 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 the 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
10
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.
Illiquid Securities
The Fund may invest in illiquid securities. The 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.
The SEC has adopted a liquidity risk management rule (the Liquidity Rule) that requires the Fund to establish a liquidity risk management program (the LRMP). The Trustees, including a majority of the Independent Trustees (defined infra), have designated the Adviser to administer the Funds LRMP. Under the LRMP, the Adviser assesses, manages, and periodically reviews the Funds liquidity risk. The Liquidity Rule defines liquidity risk as the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors interests in the Fund. The liquidity of the Funds portfolio investments is determined based on relevant market, trading and investment-specific considerations under the LRMP. To the extent that an investment is deemed to be an illiquid investment or a less liquid investment, the Fund can expect to be exposed to greater liquidity risk. The Liquidity Rules impact on a Fund, and on the open-end fund industry in general, is not yet fully known, but the rule could affect a Funds performance and its ability to achieve its investment objectives. While the liquidity risk management program attempts to assess and manage liquidity risk, there is no guarantee it will be effective in its operations and may not reduce the liquidity risk inherent in a Funds investments.
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.
Lending of Fund Securities
The 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. The Fund may terminate a loan at any time and obtain the securities loaned. The Fund receives the value of any interest or cash or non-cash distributions paid on the loaned securities. The 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.
11
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. The 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, the 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. The Fund could lose money due to a decline in the value of collateral provided for loaned securities or any investments made with cash collateral.
The 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 Fund in accordance with guidelines approved by the Board. In such capacity, the lending agent provides the following services to the Fund 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 the 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 Fund; (vi) returning collateral to borrowers; (vii) facilitating substitute dividend, interest, and other distribution payments to the Fund 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 the 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 the 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, the 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 the 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 the Fund with indemnification in the event of a borrower default, the Fund is still exposed to the risk of losses in the event a borrower does not return the Funds securities as agreed. For example, delays in recovery of lent securities may cause the Fund to lose the opportunity to sell the securities at a desirable price with guaranteed delivery provisions.
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, epidemics or pandemics 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 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 Economic and Monetary Union of the European (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 Funds investments. At a referendum in June 2016, the United Kingdom (the U.K.) voted to leave the European Union (E.U.) thereby initiating the British exit from the E.U. (commonly known as Brexit). In March 2017, the U.K. formally notified the European Council of the U.K.s intention to withdraw from the EU pursuant to Article 50 of the Treaty on European Union. This formal notification began a multi-year period of negotiations regarding the terms of the U.K.s exit from the E.U., which formally occurred
12
on January 31, 2020. A transition period will take place following the U.K.s exit where the U.K. will remain subject to E.U. rules but will have no role in the E.U. law-making process. During this transition period, U.K. and E.U. representatives will be negotiating the precise terms of their future relationship. There is still considerable uncertainty relating to the potential consequences associated with the exit, how the negotiations for the withdrawal and new trade agreements will be conducted, and whether the U.K.s exit will increase the likelihood of other countries also departing the E.U. Brexit may have a significant impact on the U.K., Europe, and global economies, which may result in increased volatility and illiquidity, and potentially lower economic growth in markets in the U.K., Europe and globally, which may adversely affect the value of the 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 the Fund.
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 U.K.s 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.
The elimination of LIBOR may adversely affect the interest rates on, and value of, certain investments for which the value is tied to LIBOR. Such investments may include bank loans, derivatives, floating rate securities, and other assets or liabilities tied to LIBOR. Actions by regulators have resulted in the establishment of alternative reference rates to LIBOR in most major currencies. The U.S. Federal Reserve, based on the recommendations of the New York Federal Reserves Alternative Reference Rate Committee (comprised of major derivative market participants and their regulators), has begun publishing a Secured Overnight Funding Rate (SOFR), that is intended to replace U.S. dollar LIBOR. Proposals for alternative reference rates for other currencies have also been announced or have already begun publication. Markets are slowly developing in response to these new rates. Questions around liquidity impacted by these rates, and how to appropriately adjust these rates at the time of transition, remain a concern for the Fund.
The effect of any changes to, or discontinuation of, LIBOR on the Fund will vary depending, among other things, on (1) existing fallback or termination provisions in individual contracts and (2) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new products and instruments. Accordingly, it is difficult to predict the full impact of the transition away from LIBOR on the Fund until new reference rates and fallbacks for both legacy and new products, instruments and contracts are commercially accepted.
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 the 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.
Options
The Fund 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 the Funds use of put and call options will achieve its desired objective, and the Funds use of options may result in losses to the Fund.
Covered call options. The 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 the 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. The Fund may write covered call options or uncovered call options.
13
The 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, the 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. The Fund retains the risk of loss should the price of such securities decline. If the option expires unexercised, the 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, the 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.
The Fund may terminate a call option that it has written before it expires by entering into a closing purchase transaction. The 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 the Fund.
Uncovered call options. Writing uncovered call options may enable the 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 the Fund that can act as a partial hedge. When the 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, the 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. The 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, the 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.
The 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. The 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 the 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 the 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.
The 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 the 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 the Fund might have realized had it bought the underlying security at the time it purchased the call option.
The Fund may also purchase put and call options to attempt to enhance its current return.
Options on foreign securities. The 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.
14
Risks involved in the use of options. The successful use of the Funds options strategies depends on the ability of the Adviser to forecast correctly interest rate and market movements. For example, if the 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 the 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 the 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, the Fund will lose part or all of its investment in the option. This contrasts with an investment by the 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 the Funds ability to terminate option positions at times when the Adviser deems it desirable to do so. There is no assurance that the 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, the 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, the 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 the 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, the 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, the Fund as purchaser or writer of an option will be locked into its position until one of the two restrictions has been lifted. If the Options Clearing Corporation were to determine that the available supply of an underlying security appears insufficient to permit delivery by the writers of all outstanding calls in the event of exercise, it may prohibit indefinitely the exercise of put options. The 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 the 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.
Purchase of Other Investment Company Shares
The Fund 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 Fund. 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.
15
Real Estate Investment Trusts (REITs)
The Fund may invest in REITs. REITs pool investors funds for investment primarily in income producing real estate or real estate loans or interests. A REIT is not taxed on income distributed to shareholders if it complies with several requirements relating to its organization, ownership, assets, and income and a requirement that it distribute to its shareholders at least 90% of its taxable income (other than net capital gains) for each taxable year. REITs can generally be classified as Equity REITs, Mortgage REITs and Hybrid REITs. Equity REITs, which invest the majority of their assets directly in real property, derive their income primarily from rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs, which invest the majority of their assets in real estate mortgages, derive their income primarily from interest payments. Hybrid REITs combine the characteristics of both Equity REITs and Mortgage REITs. A Fund will not invest in real estate directly, but only in securities issued by real estate companies. However, a Fund may be subject to risks similar to those associated with the direct ownership of real estate (in addition to securities markets risks) because of its policy of concentration in the securities of companies in the real estate industry. These include declines in the value of real estate, risks related to general and local economic conditions, dependency on management skill, heavy cash flow dependency, possible lack of availability of mortgage funds, overbuilding, extended vacancies of properties, increased competition, increases in property taxes and operating expenses, changes in zoning laws, losses due to costs resulting from the clean-up of environmental problems, liability to third parties for damages resulting from environmental problems, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal of properties to tenants and changes in interest rates. Investments in REITs may subject Fund shareholders to duplicate management and administrative fees.
In addition to these risks, Equity REITs may be affected by changes in the value of the underlying property owned by the trusts, while Mortgage REITs may be affected by the quality of any credit extended. Further, Equity and Mortgage REITs are dependent upon management skills and generally may not be diversified. Equity and Mortgage REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidation. In addition, if applicable, Equity and Mortgage REITs could possibly fail to qualify for the beneficial tax treatment available to REITs under the Code, or to maintain their exemptions from registration under the 1940 Act. The above factors may also adversely affect a borrowers or a lessees ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting investments.
Total Return Swaps, Equity Swaps and Interest Rate Swaps
The Fund 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 the Fund than if the Fund had invested directly in an instrument that yielded that desired return. The Funds return on a swap will depend on the ability of its counterparty to perform its obligations under the swap. The Adviser will cause the 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 Fund may enter into interest rate swap transactions with respect to any security they are entitled to hold. Interest rate swaps involve the exchange by the Fund with another party of their respective rights to receive interest, e.g., an exchange of floating rate payments for fixed rate payments. The Fund expects 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 Fund generally intends to use these transactions as a hedge and not as a speculative investment. For example, the Fund may enter into an interest rate swap in order to protect against declines in the value of fixed income securities held by the Fund. 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 the 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.
U.S. Registered Securities of Non-U.S. Issuers
The Fund 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.
16
The 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. The 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.
Eurodollar Certificates of Deposit, Eurodollar Time Deposits and Yankee Certificates of Deposit. The Fund may invest in Eurodollar Certificates of Deposit (ECDs), Eurodollar Time Deposits (ETDs) and Yankee Certificates of Deposit (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.
Asset Segregation and Coverage
The 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 the 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, the Fund may enter into an offsetting position rather than earmarking or segregating liquid assets. The 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 the 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 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.
China
In addition to the preceding information, the following provides additional information regarding certain risks of the Fund, specific to investing in China:
Risk of Investing in China. Whether the Fund invests directly in China by investing in A Shares the Stock Connect program, or indirectly through other instruments, such as other investment companies and/or futures contracts, investments in China involve certain risks and special considerations, including the following:
Political and Economic Risk. The economy of China, which has been in a state of transition from a planned economy to a more market oriented economy, differs from the economies of most developed countries in many respects, including the level of government involvement, its state of development, its growth rate, control of foreign exchange, and allocation of resources. Although the majority of productive assets in China are still owned by the PRC government at various levels, in recent years, the PRC government has implemented economic reform measures emphasizing utilization of market forces in the development of the economy of China and a high level of management autonomy. The economy of China has experienced significant growth in the past several decades, but growth has been uneven both geographically and among various sectors of the economy. Economic growth has also been accompanied by periods of high inflation. The PRC government has implemented various measures from time to time to control inflation and restrain the rate of economic growth.
17
For several decades, the PRC government has carried out economic reforms to achieve decentralization and utilization of market forces to develop the economy of the PRC. These reforms have resulted in significant economic growth and social progress. However, there can be no assurance that the PRC government will continue to pursue such economic policies or that such policies, if pursued, will be successful. Any adjustment and modification of those economic policies may have an adverse impact on the securities markets in the PRC as well as the constituent securities of the Index. Further, the PRC government may from time to time adopt corrective measures to control the growth of the PRC economy which may also have an adverse impact on the capital growth and performance of the Fund.
Political changes, social instability and adverse diplomatic developments in the PRC could result in the imposition of additional government restrictions including expropriation of assets, confiscatory taxes or nationalization of some or all of the property held by the issuers of the A Shares in the Index. The laws, regulations, including the Stock Connect program regulations, government policies and political and economic climate in China may change with little or no advance notice. Any such change could adversely affect market conditions and the performance of the Chinese economy and, thus, the value of securities in the Funds portfolio.
The Chinese government continues to be an active participant in many economic sectors through ownership positions and regulations. The allocation of resources in China is subject to a high level of government control. The Chinese government strictly regulates the payment of foreign currency denominated obligations and sets monetary policy. Through its policies, the government may provide preferential treatment to particular industries or companies. The policies set by the government could have a substantial effect on the Chinese economy and the Funds investments.
The Chinese economy is export-driven and highly reliant on trade. The performance of the Chinese economy may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, currency depreciation, capital reinvestment, resource self-sufficiency and balance of payments position. Adverse changes to the economic conditions of its primary trading partners, such as the European Union, the United States, Hong Kong, the Association of South East Asian Nations, and Japan, would adversely affect the Chinese economy and the Funds investments.
In addition, as much of Chinas growth over the past several decades has been a result of significant investment in substantial export trade, international trade tensions may arise from time to time which can result in trade tariffs, embargoes, trade limitations, trade wars and other negative consequences. These consequences may trigger a significant reduction in international trade, the oversupply of certain manufactured goods, substantial price reductions of goods and possible failure of individual companies and/or large segments of Chinas export industry with a potentially severe negative impact to the Fund. Events such as these are difficult to predict and may or may not occur in the future.
China has been transitioning to a market economy since the late seventies, and has only recently opened up to foreign investment and permitted private economic activity. Under the economic reforms implemented by the Chinese government, the Chinese economy has experienced tremendous growth, developing into one of the largest and fastest growing economies in the world. There is no assurance, however, that the Chinese government will not revert to the economic policy of central planning that it implemented prior to 1978 or that such growth will be sustained in the future. Moreover, the current major slowdown in other significant economies of the world, such as the United States, the European Union and certain Asian countries, may adversely affect economic growth in China. An economic downturn in China would adversely impact the Funds investments.
Inflation and Economic Growth. Economic growth in China has historically been accompanied by periods of high inflation. From time to time, the Chinese government has implemented various measures to control inflation, which included the tightening of the money supply, the raising of interest rates and more stringent control over certain industries. If these measures are not successful, and periods of high inflation continue, the performance of the Chinese economy and the Funds investments could be adversely affected.
There can be no assurance that the PRC government will continue to pursue such economic policies or, if it does, that those policies will continue to be successful. Any such adjustment and modification of those economic policies may have an adverse impact on the securities market in the PRC as well as the portfolio securities of the Fund. Further, the PRC government may from time to time adopt corrective measures to control the growth of the PRC economy which may also have an adverse impact on the capital growth and performance of the Fund. Political changes, social instability and adverse diplomatic developments in the PRC could result in the imposition of additional government restrictions including expropriation of assets, confiscatory taxes or nationalization of some or all of the property held by the underlying issuers of the Funds portfolio securities.
Nationalization and Expropriation. After the formation of the Chinese socialist state in 1949, the Chinese government renounced various debt obligations and nationalized private assets without providing any form of compensation. There can be no assurance that the Chinese government will not take similar actions in the future. Accordingly, an investment in the Fund could involve a risk of a total loss.
18
Hong Kong Policy. As part of Hong Kongs transition from British to Chinese sovereignty in 1997, China agreed to allow Hong Kong to maintain a high degree of autonomy with regard to its political, legal and economic systems for a period of at least 50 years. China controls matters that relate to defense and foreign affairs. Under the agreement, China does not tax Hong Kong, does not limit the exchange of the Hong Kong dollar for foreign currencies and does not place restrictions on free trade in Hong Kong. However, there is no guarantee that China will continue to honor the agreement, and China may change its policies regarding Hong Kong at any time. Any such change could adversely affect market conditions and the performance of the Chinese economy and, thus, the value of securities in the Funds portfolio.
Chinese Securities Markets. The securities markets in China have a limited operating history and are not as developed as those in the United States. The markets tend to be smaller in size, have less liquidity and historically have had greater volatility than markets in the United States and some other countries. In addition, under normal circumstances, there is less regulation and monitoring of Chinese securities markets and the activities of investors, brokers and other participants than in the United States. Accordingly, issuers of securities in China are not subject to the same degree of regulation as are U.S. issuers with respect to such matters as insider trading rules, tender offer regulation, stockholder proxy requirements and the requirements mandating timely disclosure of information. During periods of significant market volatility, the Chinese government has, from time to time, intervened in its domestic securities markets to a greater degree than would be typical in more developed markets. The securities markets in China are evolving in response to a variety of factors including increased access to the markets by foreign investors. This may lead to trading volatility or disruptions and difficulty in interpreting and applying relevant regulations. The A Share market is volatile with a risk of suspension of trading in a particular security or multiple securities or government intervention. Securities on the A Share market may be suspended from trading without an indication of how long the suspension will last, which may impair the liquidity of such securities. The Chinese securities markets are emerging markets characterized by relatively low trading volume, resulting in substantially less liquidity and greater price volatility. Liquidity risks may be more pronounced for the A Share market than for Chinese securities markets generally because the A Share market is subject to greater government restrictions and control, including trading suspensions.
Available Disclosure About Chinese Companies. Disclosure and regulatory standards in emerging market countries, such as China, are in many respects less stringent than U.S. standards. There is substantially less publicly available information about Chinese issuers than there is about U.S. issuers. Therefore, disclosure of certain material information may not be made, and less information may be available to the Fund and other investors than would be the case if the Funds investments were restricted to securities of U.S. issuers. Chinese issuers are subject to accounting, auditing and financial standards and requirements that differ, in some cases significantly, from those applicable to U.S. issuers. In particular, the assets and profits appearing on the financial statements of a Chinese issuer may not reflect its financial position or results of operations in the way they would be reflected had such financial statements been prepared in accordance with U.S. Generally Accepted Accounting Principles.
Chinese Corporate and Securities Law. The regulations which regulate investments in the PRC and the repatriation of capital from foreign investments are relatively new. As a result, the application and interpretation of such investment regulations are therefore relatively untested. In addition, PRC authorities and regulators have broad discretion under such investment regulations and there is little precedent or certainty evidencing how such discretion will be exercised now or in the future. The Funds rights with respect to its investments in A Shares, if any, generally will not be governed by U.S. law, and instead will generally be governed by Chinese law. China operates under a civil law system, in which court precedent is not binding. Because there is no binding precedent to interpret existing statutes, there is uncertainty regarding the implementation of existing law.
Legal principles relating to corporate affairs and the validity of corporate procedures, directors fiduciary duties and liabilities and stockholders rights often differ from those that may apply in the United States and other countries. Chinese laws providing protection to investors, such as laws regarding the fiduciary duties of officers and directors, are undeveloped and will not provide investors, such as the Fund, with protection in all situations where protection would be provided by comparable laws in the United States. China lacks a national set of laws that address all issues that may arise with regard to a foreign investor such as the Fund. It may therefore be difficult for the Fund to enforce its rights as an investor under Chinese corporate and securities laws, and it may be difficult or impossible for the Fund to obtain a judgment in court. Moreover, as Chinese corporate and securities laws continue to develop, these developments may adversely affect foreign investors, such as the Fund.
Investments in A Shares. The Adviser will use the Stock Connect program for investments in A Shares. However, it may also utilize its QFII license on behalf of the Fund, although to the extent the Adviser utilizes its QFII quota for investment by the Fund, the Funds investment will be subject to certain restrictions regarding currency remittance into, and currency repatriation from, the PRC. In addition, if the Fund invests through the Stock Connect program, it will be subject to the limits that may be imposed by the Stock
19
Connect program. Restrictions may be imposed on the repatriation of principal, gains and income that may affect the Funds ability to satisfy redemption requests. Currently, there are two stock exchanges in Mainland China, the Shanghai Stock Exchange and the Shenzhen Stock Exchange. The Shanghai and Shenzhen Stock Exchanges are supervised by the CSRC and are highly automated with trading and settlement executed electronically. The Shanghai and Shenzhen Stock Exchanges are smaller, less liquid, and more volatile than the major securities markets in the United States.
The Shanghai Stock Exchange commenced trading on December 19, 1990, and the Shenzhen Stock Exchange commenced trading on July 3, 1991. The Shanghai and Shenzhen Stock Exchanges divide listed shares into two classes: A Shares and B Shares. Companies whose shares are traded on the Shanghai and Shenzhen Stock Exchanges that are incorporated in Mainland China may issue both A Shares and B Shares. In China, the A Shares and B Shares of an issuer may only trade on one exchange. A Shares and B Shares may both be listed on either the Shanghai Stock Exchange or the Shenzhen Stock Exchange. Both classes represent an ownership interest comparable to a share of common stock and all shares are entitled to substantially the same rights and benefits associated with ownership. A Shares are traded on the Shanghai and Shenzhen Stock Exchanges in RMB.
Sanctions and Embargoes. From time to time, certain of the companies in which the Fund expects to invest may operate in, or have dealings with, countries subject to sanctions or embargoes imposed by the U.S. government and the United Nations and/or countries identified by the U.S. government as state sponsors of terrorism. A company may suffer damage to its reputation if it is identified as a company which operates in, or has dealings with, countries subject to sanctions or embargoes imposed by the U.S. government and the United Nations and/or countries identified by the U.S. government as state sponsors of terrorism. As an investor in such companies, the Fund will be indirectly subject to those risks.
Investment and Repatriation Restrictions. Investments by the Fund in A Shares and other Chinese financial instruments permitted by the CSRC and the Peoples Bank of China, including Chinese government bonds, convertible bonds, corporate bonds, warrants and open- and closed-end investment companies, are subject to governmental pre-approval limitations on the quantity that the Fund may purchase and/or limits on the classes of securities in which the Fund may invest. In addition, A Shares traded through the Stock Connect program are subject to daily trading limits and other restrictions.
Repatriations by RQFIIs or QFIIs for investors such as the Fund are permitted daily and are not subject to lock-up periods or prior approval. There is no assurance, however, that PRC rules and regulations will not change or that repatriation restrictions will not be imposed in the future. Any restrictions on repatriation of the Funds assets may adversely affect the Funds ability to meet redemption requests and/or may cause the Fund to borrow money in order to meet its obligations. These limitations may also prevent the Fund from making certain distributions to shareholders.
The Chinese government limits foreign investment in the securities of certain Chinese issuers entirely, if foreign investment is banned in respect of the industry in which the relevant Chinese issuers are conducting their business. These restrictions or limitations may have adverse effects on the liquidity and performance of the Fund holdings as compared to the performance of the Index. This may increase the risk of tracking error and, at the worst, the Fund may not be able to achieve its investment objective.
To the extent the Adviser utilizes its QFII quota for investment by the Fund, the Funds investment will be subject to certain restrictions regarding currency remittance into, and currency repatriation from, the PRC. After obtaining QFII quota, a QFII holder must generally remit the investment principal into Mainland China within a specific timeframe. Any unremitted portion of the QFII quota at the end of the timeframe will be forfeited, unless additional quota has been granted.
Offshore RMB Risk. Currently, the amount of RMB denominated financial assets outside the PRC is limited. In addition, participating authorized institutions are also required by the Hong Kong Monetary Authority to maintain a total amount of RMB (in the form of cash and its settlement account balance with the Renminbi Clearing Bank) of no less than 25% of their RMB deposits, which further limits the availability of RMB that participating authorized institutions can utilize for currency conversion services for their customers, such as the Fund. The Fund is dependent on such participating authorized institutions to convert the Funds investment proceeds into RMB. Although it is expected that the offshore RMB market will continue to grow in depth and size, its growth is subject to many constraints as a result of PRC laws and regulations on foreign exchange. There is no assurance that new PRC regulations will not be promulgated or the relevant settlement agreements between Hong Kong banks and the Peoples Bank of China will not be terminated or amended in the future which will have the effect of restricting availability of RMB offshore. The limited availability of RMB outside the PRC may adversely affect the ability of the Fund to achieve its investment objective and the liquidity of the Funds investments.
Tax on Retained Income and Gains. To the extent the Fund does not distribute to shareholders all or substantially all of its investment company taxable income and net capital gain in a given year, it will be required to pay U.S. federal income tax and may be required to pay an excise tax on the retained income and gains, thereby reducing the Funds return. The Fund may elect to treat any retained net capital gain as having been distributed to shareholders. In that case, shareholders of record on the last day of the Funds taxable year
20
will be required to include their attributable share of the retained gain in income for the year as a long-term capital gain despite not actually receiving a dividend in respect of such share, and will be entitled to a credit or refund against their U.S. federal income tax liabilities for the tax deemed paid on their behalf by the Fund on the retained gain as well as an increase in the basis of their shares to reflect the difference between their attributable share of the retained gain and the related credit or refund.
U.S. Tax Risk. The Fund intends to distribute annually all or substantially all of its investment company taxable income and net capital gain. However, should the Chinese government impose restrictions on the Funds ability to repatriate funds associated with direct investments in A Shares, the Fund may be unable to satisfy distribution requirements applicable to RICs under the Internal Revenue Code. If the Fund fails to satisfy the distribution requirements necessary to qualify for integrated treatment as a RIC for any taxable year, the Fund would be treated as a corporation subject to U.S. federal income tax, thereby subjecting any income earned by the Fund to tax at the corporate level. If the Fund fails to satisfy a separate distribution requirement, it will be subject to a Fund-level excise tax. These Fund-level taxes will apply in addition to taxes payable at the shareholder level on distributions.
Investments in swaps and other derivatives may be subject to special U.S. federal income tax rules that could adversely affect the character, timing and amount of income earned by the Fund (e.g., by causing amounts that would be capital gain to be taxed as ordinary income or to be taken into income earlier than would otherwise be necessary). Also, the Fund may be required to periodically adjust its positions in swaps and derivatives to comply with certain regulatory requirements which may further cause these investments to be less efficient than a direct investment in A Shares. For example, swaps in which the Fund may invest may need to be reset on a regular basis in order to maintain compliance with the 1940 Act, which may increase the likelihood that the Fund will generate short-term capital gains. In addition, because the application of special tax rules to the Fund and its investments may be uncertain, it is possible that the manner in which they are applied by the Fund may be determined to be incorrect. In that event, the Fund may be found to have failed to maintain its qualification as a RIC or to be subject to additional U.S. tax liability.
The Fund may make investments, both directly and through swaps or other derivative positions, in companies classified as passive foreign investment companies for U.S. federal income tax purposes (PFICs). Investments in PFICs are subject to special tax rules which may result in adverse tax consequences to the Fund and its shareholders.
A Shares Tax Risk. The Funds investments in A Shares will be subject to a number of Chinese tax rules and the application of many of those rules is at present uncertain. Chinese taxes that may apply to the Funds investments include withholding taxes on dividends and interest earned by the Fund, withholding taxes on capital gains, corporate income tax, value added tax and stamp tax.
If the Fund were considered to be a tax resident of the PRC, it would be subject to PRC corporate income tax at the rate of 25% on its worldwide taxable income. If the Fund were considered to be a non-resident enterprise with an establishment in the PRC, it would be subject to PRC corporate income tax of 25% on the profits attributable to the establishment. The Adviser intends to operate the Fund in a manner that will prevent it from being treated as a tax resident of the PRC and from having an establishment in the PRC. It is possible, however, that the PRC could disagree with that conclusion or that changes in PRC tax law could affect the PRC corporate income tax status of the Fund.
The PRC generally imposes withholding income tax at a rate of 10% on dividends, royalties interest and capital gains originating in the PRC and paid to a company that is not a resident of the PRC for tax purposes and that has no permanent establishment in China. The withholding is in general made by the relevant PRC tax resident company making such payments. The State Administration of Taxation has confirmed the application to a QFII and RQFII of the withholding income tax on dividends, premiums and interest. In the event the relevant PRC tax resident company fails to withhold the relevant PRC withholding income tax or otherwise fails to pay the relevant withholding income tax to the PRC tax authorities, the appropriate PRC tax authorities may, at their sole discretion, impose tax obligations on the Fund.
The Ministry of Finance of the PRC, the State Administration of Taxation of the PRC and the China Securities Regulatory Commission (collectively, the PRC Tax Authorities) issued the Notice on temporary exemption of Corporate Income Tax on capital gains derived from the transfer of PRC equity investment assets such as PRC domestic stocks by QFII and RQFII Caishui [2014] No.79 (Notice 79) on November 14, 2014. Notice 79 states that QFIIs and RQFIIs (without an establishment or place of business in the PRC or having an establishment or place in the PRC but the income so derived in the PRC is not effectively connected with such establishment or place) will be temporarily exempt from corporate income tax on gains derived from the trading of PRC equity investments, including A Shares, effective from November 17, 2014. In addition, the Notice on the Pilot Program of Shanghai-Hong Kong Stock Connect (Stock Connect program) Caishui [2014] No.81 (Notice 81), issued on the same day by the PRC Tax Authorities, states that the capital gain from disposal of A Shares by foreign investor enterprises via the Stock Connect program will be temporarily exempt from withholding income tax. Notice 81 also states that the dividends derived from A Shares by foreign investor enterprises is subject to 10% withholding income tax.
21
There is no indication of how long the temporary exemption will remain in effect and the Fund may be subject to such withholding income tax in the future. If, in the future, China begins applying tax rules regarding the taxation of income from A Shares investment to QFIIs and RQFIIs or investments through the Stock Connect program and/or begins collecting capital gains taxes on such investments, the Fund could be subject to withholding income tax liability if the Fund determines that such liability cannot be reduced or eliminated by applicable tax treaties. The negative impact of any such tax liability on the Funds return could be substantial.
In light of the uncertainty as to how gains or income that may be derived from the Funds investments in the PRC will be taxed, the Fund reserves the right to provide for withholding tax on such gains or income.
Stamp duty under the PRC laws generally applies to the execution and receipt of taxable documents, which include contracts for the sale of A Shares and China B shares traded on PRC stock exchanges. In the case of such contracts, the stamp duty is currently imposed on the seller but not on the purchaser, at the rate of 0.1%. The sale or other transfer by the Adviser of A Shares or China B shares will accordingly be subject to PRC Stamp Duty, but the Adviser will not be subject to PRC Stamp Duty when it acquires A Shares and China B shares.
RQFIIs such as the Adviser may also potentially be subject to PRC value added tax at the rate of 6% on capital gains derived from trading of A Shares and interest income (if any). Existing guidance provides a temporary value added tax exemption for QFIIs and RQFIIs in respect of their gains derived from the trading of PRC securities. Since there is no indication how long the temporary exemption will remain in effect, the Fund may be subject to such value added taxes, which may be imposed in the form of a withholding tax, in the future. In addition, urban maintenance and construction tax (currently at rates ranging from 1% to 7%), educational surcharge (currently at the rate of 3%) and local educational surcharge (currently at the rate of 2%) (collectively the surtaxes) are imposed based on value added tax liabilities, so if the Adviser or the Fund were liable for value added tax it would also be required to pay the applicable surtaxes.
The PRC rules for taxation of RQFIIs, QFIIs and the Stock Connect program are evolving and certain of the tax regulations to be issued by the PRC State Administration of Taxation and/or PRC Ministry of Finance to clarify the subject matter may adversely affect the Fund and its shareholders. The applicability of reduced treaty rates of withholding in the case of an RQFII acting for a foreign investor such as the Fund is also uncertain. The imposition of any such taxes, including retroactively, could have a significant adverse effect on the Funds returns. In the absence of well-settled tax guidance and practice, the taxation of RQFIIs, QFIIs and Stock Connect transactions may differ from, or be applied in a manner inconsistent with the practices described in this prospectus. The value of the Funds investment in the PRC and the amount of its income and gains could be adversely affected by an increase in tax rates or change in the taxation basis.
The above information is only a summary of the potential PRC tax consequences that may affect the Fund and its investors either directly or indirectly and is not intended to be taken as a definitive, authoritative or comprehensive statement of PRC tax law applicable to the Fund. Consult your personal tax advisor about the potential tax consequences of an investment in the Fund under all applicable tax laws. The Fund may invest in swaps and other derivatives, and in PFICs. To the extent the Fund invests in swaps linked to A Shares, such investments may be less tax-efficient for U.S. tax purposes than a direct investment in A Shares. Any tax liability incurred by a swap counterparty may be passed on to the Fund. When the Fund sells a swap on A Shares, the sale price may take into account of the RQFIIs tax liability. Further discussion of the tax rules applicable to investments in swaps and other derivatives and in PFICs can be found in the Prospectus under U.S. Tax Risk and in this SAI under Taxes.
Foreign Exchange Control. The Chinese government heavily regulates the domestic exchange of foreign currencies within China. Under SAFE regulations, Chinese corporations may only purchase foreign currencies through government approved banks. In general, Chinese companies must receive approval from or register with the Chinese government before investing in certain capital account items, including direct investments and loans, and must thereafter maintain separate foreign exchange accounts for the capital items. Foreign investors may only exchange foreign currencies at specially authorized banks after complying with documentation requirements. These restrictions may adversely affect the Fund and its investments. The international community has requested that China ease its restrictions on currency exchange, but it is unclear whether the Chinese government will change its policy.
RMB is currently not a freely convertible currency as it is subject to foreign exchange control, fiscal policies and repatriation restrictions imposed by the Chinese government. Such control of currency conversion and movements in the RMB exchange rates may adversely affect the operations and financial results of companies in the PRC. In addition, if such control policies change in the future, the Fund may be adversely affected.
Since 2005, the exchange rate of the RMB is no longer pegged to the U.S. dollar. The RMB has now moved to a managed floating exchange rate based on market supply and demand with reference to a basket of foreign currencies. The daily trading price of the RMB against other major currencies in the inter-bank foreign exchange market would be allowed to float within a narrow band around
22
the central parity published by the Peoples Bank of China. As the exchange rates are based primarily on market forces, the exchange rates for RMB against other currencies, including the U.S. dollar, are susceptible to movements based on external factors. There can be no assurance that the RMB will not be subject to appreciation and devaluation, either due to changes in government policy or market factors. Any devaluation of the RMB could adversely affect the value of the Funds investments.
The PRC government imposes restrictions on the remittance of RMB out of and into China. The Fund will be required to remit RMB from Hong Kong to the PRC to settle the purchase of A Shares and other permissible securities by the Fund from time to time. Any delay in repatriation of RMB out of China may result in delay in payment of redemption proceeds to the redeeming investors. The Chinese governments policies on exchange control and repatriation restrictions are subject to change, and the Funds performance may be adversely affected.
Custody Risks of Investing in A Shares. Because the Fund intends to invest directly in A Shares, it is required to select a custodian in the PRC to custody its assets pursuant to local Chinese laws and regulations (the PRC Custodian). The Funds PRC Custodian is the China Construction Bank Corporation, which also serves as a sub-custodian of the Funds Custodian, State Street Bank and Trust Company. The PRC Custodian maintains the Funds RMB deposit accounts and oversees the Funds investments in A Shares in the PRC to ensure their compliance with the rules and regulations of the CSRC and the Peoples Bank of China. A Shares that are traded on the Shanghai or Shenzhen Stock Exchanges are dealt and held in book-entry form through the China Securities Depository and Clearing Corporation Limited (CSDCC). A Shares purchased through the RQFII investment quota of the Adviser may be received by the CSDCC and credited to a securities trading account maintained by the PRC Custodian in the names of the Fund and the Adviser as the RQFII. The Adviser may not use the account for any other purpose than for maintaining the Funds assets. However, because the securities trading account will be maintained in the names of the Adviser and the Fund jointly, the Funds assets may not be as well protected as they would be if it were possible for them to be registered and held solely in the name of the Fund. In particular, there is a risk that creditors of the Adviser may assert that the securities are owned by the Adviser and not the Fund, and that a court would uphold such an assertion, in which case such creditors may seek to gain control of the Funds assets to satisfy the Advisers liabilities owed to such creditors. The naming convention for the account also gives rise to the risk that regulatory actions taken against the Adviser by PRC government authorities may affect the Fund.
Investors should note that cash deposited in the Funds account with the PRC Custodian may not be segregated from the proprietary assets of the PRC Custodian or the assets of other of the PRC Custodians clients. To the extent the Funds cash is commingled, it will be vulnerable in the event of a bankruptcy or liquidation of the PRC Custodian. In such case, the Fund will not have any proprietary rights to the cash deposited in the account, and the Fund will become an unsecured creditor, ranking pari passu with all other unsecured creditors, of the PRC Custodian. The Fund may face difficulty and/or encounter delays in recovering such debt, or may not be able to recover it in full or at all, in which case the Fund will suffer losses.
PRC Brokers Risk. Regulations adopted by the CSRC and SAFE under which the Fund will invest in A Shares provide that the Adviser, if licensed as a RQFII, may select up to three PRC brokers to execute transactions on its behalf on each of the two PRC exchanges the Shanghai Stock Exchange and the Shenzhen Stock Exchange. The Adviser may select the same brokers for both Exchanges. As a result, the Adviser will have less flexibility to choose among brokers on behalf of the Fund than is typically the case for U.S. investment managers. In the event of any default of a PRC broker in the execution or settlement of any transaction or in the transfer of any funds or securities in the PRC or the bankruptcy of a PRC broker, the Fund may encounter delays in recovering or be unable to recover its assets which may in turn adversely impact the net asset value (NAV) of the Fund.
If the Adviser is unable to use one of its designated PRC brokers in the PRC, the operation of the Fund may be adversely affected in the case of any acts or omissions of a PRC broker. The limited number of PRC brokers that may be appointed may cause the Fund to not necessarily pay the lowest commission available in the market. The Adviser, however, in its selection of PRC brokers will consider such factors as the competitiveness of commission rates, size of the relevant orders, and execution standards. There is a risk that the Fund may suffer losses from the default, bankruptcy or disqualification of the PRC brokers. In such event, the Fund may be adversely affected in the execution of any transaction.
Foreign Currency Considerations. The Funds assets are invested primarily in the equity securities of issuers in China and the income received by the Fund will be primarily in RMB. Meanwhile, the Fund will compute and expects to distribute its income in U.S. dollars, and the computation of income will be made on the date that the income is earned by the Fund at the foreign exchange rate in effect on that date. Any gain or loss attributable to fluctuations in exchange rates between the time the Fund accrues income or gain and the time the Fund converts such income or gain from RMB to the U.S. dollar is generally treated as ordinary income or loss. Therefore, if the value of the RMB increases relative to the U.S. dollar between the accrual of income and the time at which the Fund converts the RMB to U.S. dollars, the Fund will recognize ordinary income when the RMB is converted. In such circumstances, if the Fund has insufficient cash in U.S. dollars to meet distribution requirements under the Internal Revenue Code, the Fund may be required to liquidate certain positions in order to make distributions. The liquidation of investments, if required, may also have an adverse impact on the Funds performance.
23
Furthermore, the Fund may incur costs in connection with conversions between U.S. dollars and RMB. Foreign exchange dealers realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer normally will offer to sell a foreign currency to the Fund at one rate, while offering a lesser rate of exchange should the Fund desire immediately to resell that currency to the dealer. A lack of liquidity or foreign exchange dealers may lead to higher trading costs. The Fund will conduct its foreign currency exchange transactions either on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market, or through entering into forward, futures or options contracts to purchase or sell foreign currencies.
Following a series of policies introduced by the PRC authorities, an RMB market outside the PRC has gradually developed and started to expand rapidly since 2009. RMB traded outside the PRC is often referred as offshore RMB with the denotation CNH, which distinguishes it from the onshore RMB or CNY. Both onshore and offshore RMB are the same currency but are traded in different markets. Since the two RMB markets operate independently and the flow of RMB between them is highly restricted, onshore and offshore RMB are traded at different exchange rates and their movement may not be in the same direction. Due to the strong demand for offshore RMB, CNH typically trades at a premium to onshore RMB, although occasional discounts occur. The relative strength of onshore and offshore RMB may change significantly, and such change may occur within a very short period of time.
In general, the offshore RMB market is more volatile than the onshore RMB market due to its relatively thin liquidity. While there have been discussions about combining the two markets, it is widely expected that the onshore and offshore RMB markets will remain segregated, but highly related, markets for the next few years.
More measures to relax the conduct of offshore RMB businesses were announced on July 19, 2010, with respect to the lifting of restrictions on interbank transfer of RMB funds and granting permission to Hong Kong companies to exchange foreign currencies for RMB without limit.
Currently, there is no market in China in which the Fund may engage in hedging transactions to minimize RMB foreign exchange risk in CNY, and there can be no guarantee that instruments suitable for hedging currency in CNY will be available to the Fund in China at any time in the future. In the event that in the future it becomes possible to hedge RMB currency risk in China in CNY, the Fund may seek to protect the value of some portion or all of its portfolio holdings against currency risks by engaging in hedging transactions. In that case, the Fund may enter into forward currency exchange contracts and currency futures contracts and options on such futures contracts, as well as purchase put or call options on currencies, in China. Currency hedging would involve special risks, including possible default by the other party to the transaction, illiquidity and, to the extent the Advisers view as to certain market movements is incorrect, the risk that the use of hedging could result in losses greater than if they had not been used. The use of currency transactions could result in the Fund incurring losses as a result of the imposition of exchange controls, exchange rate regulation, suspension of settlements or the inability to deliver or receive a specified currency.
The Funds investments in A Shares will be denominated in RMB and the income received by the Fund in respect of such investments will be in RMB. As a result, changes in currency exchange rates may adversely affect the Funds returns. The value of the RMB may be subject to a high degree of fluctuation due to changes in interest rates, the effects of monetary policies issued by the PRC, the United States, foreign governments, central banks or supranational entities, the imposition of currency controls or other national or global political or economic developments. Therefore, the Funds exposure to RMB may result in reduced returns to the Fund. The Fund does not expect to hedge its currency risk. Moreover, the Fund may incur costs in connection with conversions between U.S. dollars and RMB and will bear the risk of any inability to convert the RMB.
In addition, various PRC companies derive their revenues in RMB but have requirements for foreign currency, including for the import of materials, debt service on foreign currency denominated debt, purchases of imported equipment and payment of any cash dividends declared. The existing PRC foreign exchange regulations have significantly reduced government foreign exchange controls for certain transactions, including trade and service related foreign exchange transactions and payment of dividends. However, it is impossible to predict whether the PRC government will continue its existing foreign exchange policy and when the PRC government will allow free conversion of the RMB to foreign currency. Certain foreign exchange transactions, including principal payments in respect of foreign currency-denominated obligations, currently continue to be subject to significant foreign exchange controls and require the approval of SAFE. Since 1994, the conversion of RMB into U.S. dollars has been based on rates set by the Peoples Bank of China, which are set daily based on the previous days PRC interbank foreign exchange market rate. It is not possible to predict nor give any assurance of any future stability of the RMB to U.S. dollar exchange rate. Fluctuations in exchange rates may adversely affect the Funds NAV. Furthermore, because dividends are declared in U.S. dollars and underlying payments are made in RMB, fluctuations in exchange rates may adversely affect dividends paid by the Fund.
24
From time to time, the Fund may invest in shares of foreign investment companies, including but not limited to, exchange-traded funds (ETFs) the shares of which are listed and traded primarily or solely on a foreign securities exchange. Such foreign funds will not be registered as investment companies with the U.S. Securities and Exchange Commission (SEC) or subject to the U.S. federal securities laws. As a result, the Funds ability to transfer shares of such foreign funds outside of the foreign funds primary market will be restricted or prohibited. While such foreign funds may operate similarly to domestic funds, the Fund as an investor in a foreign fund will not be afforded the same investor protections as are provided by the U.S. federal securities laws.
When the Fund invests in a foreign fund, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the foreign funds expenses. Further, in part because of these additional expenses, the performance of a foreign fund may differ from the performance the Fund would achieve if it invested directly in the underlying investments of the foreign fund. The Funds investments in foreign ETFs will be subject to the risk that the NAV of the foreign funds shares may trade below their NAV. The NAV of foreign fund shares will fluctuate with changes in the market value of the foreign funds holdings. The trading prices of foreign fund shares will fluctuate in accordance with changes in NAV as well as market supply and demand. The difference between the bid price and ask price, commonly referred to as the spread, will also vary for a foreign ETF depending on the funds trading volume and market liquidity. Generally, the greater the trading volume and market liquidity, the smaller the spread is and vice versa. Any of these factors may lead to a foreign funds shares trading at a premium or a discount to NAV.
Investing through Stock Connect Risk. The Stock Connect program is a securities trading and clearing program which enables mutual stock market access between Mainland China and Hong Kong. Through the Stock Connect program, foreign investors, such as the Fund, can trade eligible China A Shares subject to trading limits and rules and regulations as may be issued from time to time. Unlike other programs for foreign investment in Chinese securities, no individual investment quotas or licensing requirements apply to investors investing via the Stock Connect program. In addition, there are no lock-up periods or restrictions on the repatriation of principal and profits. Among other restrictions, investors in securities obtained via the Stock Connect program are generally subject to Chinese securities regulations and Shanghai Stock Exchange or Shenzhen Stock Exchange rules. Securities obtained via the Stock Connect program generally may only be sold, purchased or otherwise transferred through the Stock Connect program in accordance with applicable rules. Although the Fund is not subject to individual investment quotas, daily investment quotas apply to all participants in the Stock Connect program, which may restrict or preclude the ability of the Fund to invest in securities obtained via the program. Trading via the Stock Connect program is subject to trading, clearance and settlement procedures that are relatively untested in China. The Stock Connect program is recently-established and further developments are likely. It is unclear whether or how such developments may restrict or affect the Fund.
Fund purchases of A Shares through the Stock Connect program involve ownership rights that are exercised differently than those involved in U.S. securities markets. When the Fund buys a Shanghai Stock Exchange-listed or Shenzhen Stock Exchange-listed stock through the Stock Connect program, the Fund is purchasing a security registered under the name of the Hong Kong Securities Clearing Company Limited (HKSCC) that acts as a nominee holder for the beneficial owner of the Shanghai Stock Exchange-listed or Shenzhen Stock Exchange-listed stock. The buying Fund as the beneficial owner of the Shanghai Stock Exchange-listed or Shenzhen Stock Exchange-listed stock can exercise its rights through its nominee HKSCC. However, due to the indirect nature of holding its ownership interest through a nominee holder, the Fund might encounter difficulty in exercising or timely exercising its rights as the beneficial owner when trading through HKSCC under the Stock Connect program, and such difficulty may expose the Fund to potential risk or risk of loss.
Fundamental Investment Restrictions
The Trust has adopted the following fundamental investment policies with respect to the Fund, which may not be changed without the affirmative vote of a majority of the outstanding voting securities of the shareholders of the Fund. A majority of the outstanding voting securities 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 may borrow money and issue senior securities to the extent consistent with applicable law from time to time. |
2. |
The Fund may make loans, including to affiliated investment companies, to the extent consistent with applicable law from time to time. |
3. |
The Fund may purchase or sell commodities to the extent consistent with applicable law from time to time. |
4. |
The Fund may purchase, sell or hold real estate to the extent consistent with applicable law from time to time. |
5. |
The Fund may underwrite securities to the extent consistent with applicable law from time to time. |
25
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. 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 the 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.
Names Rule Policy
Pursuant 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. The 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 the Funds Name Policy.
Additional Information
Fundamental Investment Restrictions (1) through (5), as numbered above limit the 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 the 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
At least 90% of the Funds net assets will be invested in publicly traded equity securities.
Disclosure of Portfolio Holdings
Introduction
The policies set forth below to be followed by 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.
26
The Board of Trustees exercises continuing oversight over the disclosure of the Funds 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 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 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. 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. 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 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 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 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 Fund 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 Fund 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
27
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 Mr. 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 Trust.
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). |
67 | Director, the Holland Series Fund, Inc.; Director, The China Fund, Inc.(1992-2017); Director, The Taiwan Fund, Inc. (2007-2017); Director, Reaves Utility Income Fund, Inc.; and Director, Blackstone/GSO Loans (and Real Estate) Funds. |
28
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. | 67 | 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 2019); Senior Advisor to NGN Capital LLC (2019 -present); and Managing Director, Vice President of Walden Capital Management (1996 present). | 67 | 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, Muscular Dystrophy Association (since 2019); 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. | 67 | Director- Graduate Management Admissions Council (2015 present); Trustee of Emmanuel College (2010 2019). |
29
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-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). | 67 | 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. |
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 |
|||||
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). |
67 | None. | |||||
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 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). | 49 | 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). | 67 | None. |
31
NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS AND RELEVANT EXPERIENCE |
NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY TRUSTEE |
OTHER DIRECTORSHIPS HELD BY TRUSTEE DURING PAST FIVE YEARS |
|||||
INTERESTED TRUSTEE (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 |
Chairman, SSGA Funds Management, Inc. (March 2020 present); President and Director, SSGA Funds Management, Inc. (2001 present)*; Senior Managing Director, State Street Global Advisors (1992 present)*; Manager, State Street Global Advisors Funds Distributors, LLC (May 2017 present).* | 67 | None. |
|
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 individual listed below is a Trustee who is an interested person, as defined in the 1940 Act, of the Trust (Interested Trustee). |
(2) |
Ms. Needham is an Interested Trustee because of her employment by SSGA FM, an affiliate of the Trust. |
* |
Served in various capacities and/or with various affiliated entities during noted time period. |
32
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 | Chairman, SSGA Funds Management, Inc. (March 2020 present); President and Director, SSGA Funds Management, Inc. (2001 present)*; Senior Managing Director, State Street Global Advisors (1992 present); Manager, 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 at GE Asset Management Incorporated (April 2011 July 2016). |
33
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). | |||
Sean OMalley SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1969 |
Chief Legal Officer |
Term: Indefinite Elected: 8/19 |
Senior Vice President and Deputy General Counsel, State Street Global Advisors (November 2013 present). | |||
Andrew DeLorme SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1975 |
Secretary |
Term: Indefinite Elected: 8/19 |
Vice President and Senior Counsel, State Street Global Advisors (April 2016 present); Vice President and Counsel, State Street Global Advisors (August 2014 March 2016). | |||
Kevin Morris SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1982 |
Assistant Secretary |
Term: Indefinite Elected: 8/19 |
Vice President and Senior Counsel, State Street Global Advisors (April 2019 present); Vice President and Counsel, State Street Global Advisors (January 2016 April 2019); Director, Asset Management Compliance, Fidelity Investments (June 2015 January 2016); Senior Compliance Advisor, Asset Management Compliance, Fidelity Investments (June 2012 June 2015). | |||
David Urman SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1985 |
Assistant Secretary |
Term: Indefinite Elected: 8/19 |
Vice President and Senior Counsel, State Street Global Advisors (April 2019 present); Vice President and Counsel, State Street Global Advisors (August 2015 April 2019); Associate, Ropes & Gray LLP (November 2012 August 2015). |
* |
Served in various capacities and/or with various affiliated entities during noted time period. |
34
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.
Michael F. Holland: Mr. Holland is an experienced business executive with over 48 years of experience in the financial services industry including 23 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 20 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 State Street Institutional Investment Trust, State Street Master Funds, 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 a manager of 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 State Street Institutional Investment Trust, State Street Master Funds, 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 39 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 20 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 State Street Institutional Investment Trust, State Street Master Funds, Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
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 the Trust for 31 years and possesses significant experience regarding the operations and history of the Trust. Mr. Riley serves as a Trustee of the State Street Institutional Investment Trust, State Street Master Funds, 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 31 years
35
and possesses significant experience regarding the operations and history of the Trust. Mr. Shirk serves as a Trustee of the State Street Institutional Investment Trust, State Street Master Funds, 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 the Trust for 28 years and possesses significant experience regarding the operations and history of the Trust. Mr. Taber also serves as a Trustee of the State Street Institutional Investment Trust, State Street Master Funds and 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 24 years and possesses significant experience regarding the Trusts operations and history. Mr. Jesse serves as a Trustee of the State Street Institutional Investment Trust, State Street Master Funds, 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 QLCC).
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, 2019, 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, 2019, the Governance Committee held two meetings and Nominating Committee held one 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, 2019, the Valuation Committee held four meetings.
36
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, 2019, 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, who is also an employee of the Adviser, serves as a Trustee and as President of the Trust. The Board believes that this leadership structure is appropriate, since Ms. Needham provides 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 Fund, 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 Fund. 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, 2019 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, 2019.
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 |
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 |
None | None | ||
Michael A. Jessee |
None | None | ||
Name of Interested Trustees |
||||
James E. Ross(1) |
None | Over $ 100,000 | ||
Ellen M. Needham |
None | None |
1. |
Mr. Ross resigned as a Trustee on March 27, 2020. |
37
Trustee Compensation
Independent Trustees are compensated on a calendar year basis. Any Trustee who is deemed to be an interested person (as defined in the 1940 Act) of the Fund does not receive compensation from the Fund for his or her service as a Trustee. As of January 1, 2020, 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. (together, the Fund Entities), a $210,000 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 Co-Chairpersons receive an additional $60,000 annual retainer. The annual base retainer paid to Mr. Taber is $197, 400 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. As of January 1, 2020, the total annual compensation paid to the Independent Trustees (other than telephonic and special meeting fees) will be allocated to each Fund Entity as follows: 50% will be allocated to each Fund Entity or, if applicable, each series thereof, equally based on the number of Fund Entities; and 50% will be allocated among the Fund Entities or, if applicable, each series based on relative net assets excluding, however, any feeder fund that invests in a master fund that is a Fund Entity or series thereof. 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, 2019:
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 |
$ | 90,072 | $ | 0 | $ | 0 | $ | 353,750 | ||||||||
Patrick J. Riley |
$ | 90,072 | $ | 0 | $ | 0 | $ | 353,750 | ||||||||
Richard D. Shirk |
$ | 73,920 | $ | 0 | $ | 0 | $ | 303,750 | ||||||||
Rina K. Spence |
$ | 73,920 | $ | 0 | $ | 0 | $ | 303,750 | ||||||||
Bruce D. Taber |
$ | 76,018 | $ | 0 | $ | 0 | $ | 294,563 | ||||||||
Michael A. Jessee |
$ | 73,920 | $ | 0 | $ | 0 | $ | 303,750 | ||||||||
John R. Costantino |
$ | 73,920 | $ | 0 | $ | 0 | $ | 303,750 | ||||||||
Donna M. Rapaccioli |
$ | 73,920 | $ | 0 | $ | 0 | $ | 303,750 | ||||||||
NAME OF INTERESTED TRUSTEES |
|
|||||||||||||||
James E. Ross(1) |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
Ellen M. Needham |
$ | 0 | $ | 0 | $ | 0 | $ | 0 |
1. |
Mr. Ross resigned as a Trustee on March 27, 2020. |
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 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 A, a copy of the Advisers proxy voting procedures are located in Appendix B.
Shareholders may receive information regarding how the Fund 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.
38
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of March 31, 2020, the Trustees and officers of the Trust owned in the aggregate less than 1% of the shares of the Fund.
Persons or organizations owning 25% or more of the outstanding shares of the Fund 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 the Fund for their approval.
As of March 31, 2020, 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 any class of the Fund.
Name and Address |
Percentage | |||
State Street China Equity Select Fund- Class K |
||||
SSGA Private Funds LLC Attn: Fund Services Team 1 Lincoln Street Boston, MA 02111-2901 |
100 | % |
Investment Advisory Agreement
SSGA FM is responsible for the investment management of the Fund 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, the Fund pays the Adviser a fee at an annual rate of 0.90% of the Funds average daily net assets.
The Advisory Agreement provides for an initial term of two years and thereafter 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 the 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 Fund, 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 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 the 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 the 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 the Fund is concerned. However, it is believed that the ability of the Fund to participate in volume transactions will produce better executions for the Fund.
39
The advisory fees paid by the Fund to SSGA FM for period since the Funds commencement of operations (May 30, 2019) through December 31, 2019 was $ 28,501.
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, 2019 |
|||
State Street China Equity Select Fund |
$ | 142,358 |
Total Annual Fund Operating Expense Waivers. The Adviser has contractually agreed with the Trust, through April 30, 2021, (i) to waive up to the full amount of the advisory fee payable by the Fund, and/or (ii) to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (subject to certain exclusions as described in the Funds Prospectus) exceed 0.90% of average daily net assets on an annual basis.
Administrator
SSGA FM serves as the administrator for the Fund 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 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.
As consideration for SSGA FMs services as administrator with respect to the Fund, SSGA FM receives a fee at the annual rate of 0.05% of the average daily net assets attributable to class K 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.
The administration fees paid by the Fund to SSGA FM for the period since the Funds commencement of operations (May 30, 2019) through December 31, 2019 was $ 1,583.
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.
The Adviser and the Fund each bear a portion of the fee paid to State Street for providing sub-administration services and custodian services with respect to the Fund. The Fund also pays State Street transaction and service fees for these services and reimburses State Street for out-of-pocket expenses.
The sub-administration, custodian fees and fund accounting fees paid by the Fund to State Street for the period since the Funds commencement of operations (May 30, 2019) through December 31, 2019 was $ 27,745.
40
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; 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 the Fund based on the average NAV 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 period since the Funds commencement of operations (May 30, 2019) through December 31, 2019 was $ 1,621.
Securities Lending
The Funds Board has approved the Funds participation in a securities lending program. Under the securities lending program, the Fund has retained State Street to serve as the securities lending agent.
For the period May 30, 2019, the commencement of operations, through December 31, 2019, the Fund did not engage in securities lending.
41
Code of Ethics
The 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.
Distributor
SSGA FD serves as the distributor of the Fund. SSGA FD is an indirect wholly-owned subsidiary of State Street Corporation. SSGA FDs mailing address is One Iron Street, Boston, MA 02210.
Payments to Financial Intermediaries
Financial intermediaries are firms that, for compensation, 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, 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.
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 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 is generally paid at an annual rate of 0.10% 0.20% of the aggregate average daily NAV 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.
42
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.
Set forth below is a list of those financial intermediaries to which SSGA FD (and its affiliates) expects, as of April 30, 2020, to pay compensation in the manner described in this Payments to Financial Intermediaries section. This list may change over time. Please contact your financial intermediary to determine whether it or its affiliate currently may be receiving such compensation and to obtain further information regarding any such compensation.
| ADP Broker-Dealer Inc. |
| Alight Financial Solutions, LLC |
| American Portfolios Financial Services, Inc. |
| American United Life Insurance Company |
| Ascensus Broker Dealer Services, LLC |
| AXA Advisors, LLC |
| Charles Schwab & Co., Inc. |
| Edward Jones |
| E*Trade Securities |
| Fidelity Brokerage Services LLC |
| Fidelity Investments Institutional Operations Company, Inc. |
| GWFS Equities Inc. |
| Hand Securities, LLC |
| Hartford Life Insurance Company |
| Interactive Brokers LLC |
| John Hancock Trust Company |
| J.P. Morgan Securities LLC |
| LaSalle Street Securities |
| Lincoln Financial Advisors |
| LPL Financial Services, LLC |
| Merrill Lynch, Pierce, Fenner & Smith Inc. |
| Mid Atlantic Capital Corp. |
| Morgan Stanley Smith Barney LLC |
| MSCS Financial Services LLC |
| National Financial Services, LLC |
| Nationwide Financial Services, Inc. |
| Pershing LLC |
| PNC Bank, N.A. |
| Putnam Investor Services, Inc. |
| Raymond James & Associates, Inc. |
| RBC Capital Markets Corp. |
| Reliance Trust Company |
| SEI Private Trust Company |
| TD Ameritrade, Inc. |
| TIAA CREF Individual & Institutional Services, LLC |
| Trust Company of America |
| UBS Financial Services, Inc. |
| VALIC Financial Advisors, Inc. |
| Vanguard Marketing Corp. |
| Voya Institutional Plan Services, LLC |
| Voya Retirement Insurance and Annuity Company |
| Wells Fargo Bank, N.A. |
| Wells Fargo Clearing Services, LLC |
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. Sullivan & Worcester LLP, located at One Post Office Square, Boston, Massachusetts 02109, 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 2019 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.
43
The following person serves as the portfolio manager of the Fund as of the date of this SAI. The following table lists the number and types of accounts managed and assets under management in those accounts as of December 31, 2019:
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) |
|||||||||||||||||||||
Andrew Xiao |
8 | $ | 9.53 | 4 | $ | 0.62 | 10 | $ | 5.40 | $ | 15.55 |
* |
There are no performance-based fees associated with these accounts. |
The portfolio manager listed above did not beneficially own shares of the Fund as of December 31, 2019.
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 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. 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 Fund. These differences may be such that under certain circumstances, trading activity appropriate for one account managed by the portfolio manager may have adverse consequences for another account managed by the portfolio manager. For example, an account may sell a significant position in a security, which could cause the market price of that security to decrease, while the Fund maintained its position in that security.
A potential conflict may arise when the portfolio 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.
44
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
All portfolio transactions are placed on behalf of the 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 Fund pays 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 the 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; |
45
|
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 the 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 Fund.
The brokerage commissions paid by the Fund for the period since its commencement of operations (May 30, 2019) through December 31, 2019 were $2,134.
In connection with managing the Fund, the Adviser uses soft or equity commission dollars for the purchase of third party research permissible under Section 28(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Research services received by the Adviser on behalf of the Fund includes, among other things, research reports and analysis, stock specific and sector research, market color, market data and regulatory analysis.
46
The following table shows the dollar amount of brokerage commissions the Fund paid to firms that provided research and brokerage services and the approximate dollar amount of transactions involved during the period since its commencement of operations (May 30, 2019) through December 31, 2019:
Amount of Transactions
To Firms Providing Brokerage and Research Services |
Amount of Commissions
on Those Transactions |
|||
$ 1,437,331 | $ | 455 |
The following table shows the dollar amount of brokerage commissions paid to each firm that provided research and brokerage services obtained in compliance with Section 28(e) of the Exchange Act, and the approximate dollar amount of transactions involved during the period since the Funds commencement of operations (May 30, 2019) through December 31, 2019:
Securities of Regular Broker-Dealer. The Trust 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.
The Trusts holdings in Securities of Regular Broker-Dealers as of December 31, 2019 are as follows:
JPMorgan Chase & Co. |
$ | 50,510,614 | ||
Bank of America Corp. |
$ | 32,934,398 | ||
Citigroup, Inc. |
$ | 20,142,426 | ||
UBS Securities LLC |
$ | 13,567,996 | ||
HSBC Holdings PLC |
$ | 12,107,204 | ||
Goldman Sachs & Co. |
$ | 8,449,008 | ||
Morgan Stanley |
$ | 7,252,650 | ||
Macquarie Group, Ltd. |
$ | 3,016,871 | ||
Credit Suisse |
$ | 2,784,767 | ||
Virtu Financial |
$ | 115,080 |
Portfolio turnover may vary from year to year, as well as within a year. High turnover rates are likely to result in comparatively greater brokerage expenses or transaction costs. The overall reasonableness of brokerage commissions and transaction costs is evaluated by the Adviser based upon its knowledge of available information as to the general level of commissions and transaction costs paid by other institutional investors for comparable services.
DECLARATION OF TRUST, CAPITAL STOCK AND OTHER INFORMATION
Capitalization. Under the Declaration of Trust, the Trustees are authorized to issue an unlimited number of shares of the Fund. Upon liquidation or dissolution of the Fund, investors are entitled to share pro rata in the Funds net assets available for distribution to its investors. Investments in the 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 the 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 the 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 the 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 the Fund without the approval of a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of such Fund.
47
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.
The price per share of the 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 Fund 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 Fund 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 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.
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 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
48
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 Funds 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 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 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.
49
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.
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. 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 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 and the Fund level.
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 NAV 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 NAV also reflects unrealized losses.
50
In order for some portion of the dividends received by the Fund shareholder to be qualified dividend income, the Fund must meet holding period and other requirements with respect to the dividend-paying stocks held by the Fund and the shareholder must meet holding period and other requirements with respect to the Funds shares. In general, a dividend will not be treated as qualified dividend income (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 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 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 received by the Fund from domestic corporations. 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 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 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. 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)).
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.
Pursuant to proposed regulations on which the Fund may rely, distributions by the Fund to its shareholders that the Fund 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. See Certain Investments in REITs below.
If the 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 the 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.
51
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 the Funds income and required to be distributed by the Fund over the term of the debt obligation, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt obligation. In addition, payment-in-kind obligations will give rise to income which is required to be distributed and is taxable even though the Fund holding the obligation receives no interest payment in cash on the obligation during the year.
Some debt obligations with a fixed maturity date of more than one year from the date of issuance that are acquired in the secondary market by the 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, the 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 the 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 issued proposed regulations providing that this rule does not apply to accrued market discount. If this rule were to apply to the accrual of market discount, the 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 the 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 the 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 the 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 the 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 the 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 the 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 the Fund may take deductions for bad debts or worthless securities; and how the Fund should allocate payments received on obligations in default between principal and income. These and other related issues will be addressed by the 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 the 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 the Fund from a REIT will not qualify for the corporate dividends-received deduction and generally will not constitute qualified dividend income.
52
Pursuant to proposed regulations on which the Fund may rely, distributions by the Fund to its shareholders that the Fund 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. The Fund is permitted to report such part of its dividends as section 199A dividends as are eligible, but is not required to do so.
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 the 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 the 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 the 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 the 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 the 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, the Fund may elect to avoid the imposition of that tax. For example, the 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. The 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 the 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, the Fund may incur the tax and interest charges described above in some instances.
Options and Futures. In general, option premiums received by the 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 the Fund is exercised and the Fund sells
53
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 the 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 the 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 the Fund expires unexercised, the Fund generally will recognize short-term gain equal to the premium received.
The 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 the 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 the 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 the 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, the 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 the 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 the Fund has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a RIC and avoid the Fund-level tax.
Commodity-Linked Instruments. The 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 the 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 the 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 the 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 the 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
54
income to qualify as a RIC that is accorded special tax treatment and to avoid an entity-level tax. In the alternative, if the 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
The 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. It is expected that at the close of the Funds taxable year, more than 50% of the assets of the Fund will consist of the securities of foreign corporations. In that case, 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 the 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 the 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 the Fund were eligible to make such an election for a given year, it may determine not to do so.
Backup Withholding
The 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 the 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 the 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 the Fund. CRTs are urged to consult their tax advisors concerning the consequences of investing in the Fund.
55
Redemptions and Exchanges
Redemptions and exchanges of the Funds shares are taxable events. Gain, if any, resulting from the redemption of Fund shares generally will also be taxable to you as either short-term or long-term capital gain, depending upon how long you held such Fund shares. 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 will generally be disallowed under the Codes wash sale rule if other substantially identical shares are purchased, including by means of dividend reinvestment, within 30 days before or after the disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss. Upon the redemption or exchange of shares of a Fund, the Fund or, in the case of shares purchased through a financial intermediary, the financial intermediary may be required to provide you and the IRS with cost basis and certain other related tax information about the Fund shares you redeemed or exchanged. See the Funds prospectuses for more information.
Tax Shelter Reporting
Under Treasury regulations, if a shareholder recognizes a loss of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on IRS Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayers treatment of the loss is proper. Shareholders should consult their tax advisers to determine the applicability of these regulations in light of their individual circumstances.
Non-U.S. Shareholders
Non-U.S. shareholders in the Fund should consult their tax advisors concerning the tax consequences of ownership of shares in the Fund. Distributions by the 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 the 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 the 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 the 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 the 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).
56
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 the 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 the 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 the 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. The 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 the Fund is a QIE. If an interest in the 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 the 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 generally does not expect that it will be a QIE.
Foreign shareholders of the 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 the 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 the 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 the 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 the Fund through an intermediary should contact their intermediary, regarding the applicability to them of this reporting requirement.
57
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 the 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 the Fund pays. If a payment by the 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. SSGA FD is not obligated to sell any specific number of shares and will sell shares of the 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 period May 30, 2019, the commencement of operations, through December 31, 2019 for the Fund is included in the Annual Report of the Trust (the Annual Report), which was filed with the SEC on March 6, 2020 as part of the Trusts filing on Form N-CSR (SEC Accession No. 0001193125-20-064502) and are incorporated into this SAI by reference. The Annual Report is available, without charge, upon request, by calling (877) 521-4083.
58
APPENDIX A - TRUSTS PROXY VOTING POLICY AND 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. |
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.
A-1
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 Fund 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
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.
A-2
9. |
Sub-Advisers |
For this Fund, the Adviser may retain investment management firms (Sub-advisers) to provide day-to-day investment management services to the Fund 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 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.
A-3
APPENDIX B - ADVISERS PROXY VOTING PROCEDURES AND GUIDELINES
Insights Asset Stewardship
March 2020 |
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
|
||||
|
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.
|
||||
|
B-1
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 consider 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: | ||||
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. |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
B-2 |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
B-3 |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
B-4 |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
B-5 |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
B-6 |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
B-7 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10-20125 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 Ireland
Limited, registered in Ireland with company number 145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved.
ID181820-3003736.2.1.GLB.RTL 0320 Exp. Date: 03/31/2021
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
B-8 |
|
||||||
|
||||||
B-9 |
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 overrides of Guidelines, 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.
|
||||
Endnotes |
1 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. |
|
|
|||||
|
Managing Conflicts of Interest Arising From State Street Global Advisors Proxy Voting and Engagement Activity |
|||||
B-10 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10 - 20125 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 Ireland
Limited, registered in Ireland with company number 145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved.
ID178863-3002323.1.1.GBL.RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Managing Conflicts of Interest Arising From State Street Global Advisors Proxy Voting and Engagement Activity |
|||||
B-11 |
Insights |
||||
Asset Stewardship
March 2020 |
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 Boards (SASB) Industry Standards |
||||
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) or the Global Reporting Initiative |
||||
Our proprietary R-FactorTM1 score |
|
||||||
|
||||||
B-12 |
|
|
|||||
|
Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues | |||||
B-13 |
|
|
|||||
|
Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues | |||||
B-14 |
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 Maryah Island, Abu Dhabi, United Arab Emirates.
Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered
offi Level 15, 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 offi of State Street Global Advisors Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised and regulated by the Central Bank of Ireland, and whose registered offi is at 78 Sir John Rogersons Quay, Dublin 2. Canada: State Street Global Advisors, Ltd., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai: State Street Global Advisors
Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th fl ), 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, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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 offi 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.
Authorised 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 offi 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, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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 offi is at Via Ferrante Aporti, 10 - 20125 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 fl Herikerbergweg 29 1101 CN Amsterdam, Netherlands. T: 31 20 7181701. SSGA Netherlands is a branch offi of State Street Global Advisors Ireland Limited, registered in
Ireland with company number 145221, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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). T: +65 6826-7555. F: +65 6826-7501.
Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No.
5776591 81. Registered offi 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved. ID179700-3002028.1.1.GBL
.RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues | |||||
B-15 |
Insights Asset Stewardship
March 2020 |
Proxy Voting and Engagement Guidelines: Australia and New Zealand
|
|||
State Street Global Advisors Australia and New Zealand Proxy Voting and Engagement Guidelines1 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, which provide a detailed explanation of our approach to voting and engaging with companies and State Street Global Advisors Conflict Mitigation 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.
|
||||
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. |
|
||||||
|
||||||
B-16 |
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 |
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. |
|||
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
B-17 |
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 voting on the election or re-election of a director, we also consider the number of outside board directorships that a non-executive and an executive may undertake. Thus, we may withhold votes from board chairs and lead independent directors who sit on more than three public company boards, and from non-executive directors who hold more than four public company board mandates. We may also take voting action against named executive officers who undertake more than two public board memberships. We also consider attendance at board meetings and may withhold votes from directors who attend less than 75% of board meetings without appropriate explanation or providing reason for their failure to meet the attendance threshold. 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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
B-18 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
B-19 |
Shareholder Rights and Capital- Related Issues Share Issuances
|
||||
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 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 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
B-20 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
B-21 |
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.
|
|||||
Endnotes |
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 R-FactorTM is a scoring system created by SSGA that measures the performance of a companys business operations and governance as it relates to financially material ESG factors facing the companys industry. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
B-22 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10-20125 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 Ireland |
Limited, registered in Ireland with company number 145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation. All Rights Reserved. ID178858-3001282.1.1.GBL.RTL 0320 Exp. Date: 03/31/2021 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
B-23 |
Insights |
||||
Asset Stewardship
March 2020 |
Proxy Voting and Engagement Guidelines: Europe | |||
State Street Global Advisors European Proxy Voting and Engagement Guidelines1 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, which provide a detailed explanation of our approach to voting and engaging with companies, and State Street Global Advisors Conflict Mitigation 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, as well as environmental, social and other governance-related issues. | ||||
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. |
|
||||||
|
||||||
B-24 |
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. | ||||
|
State Street Global Advisors is a signatory to the United Nations Principles for 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 | 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. | |||
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. |
||||
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 |
||||
Serving as an employee or government representative and |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
B-25 |
Overall average board tenure and individual director tenure at issuers with classified and de-classified boards, respectively |
||||
Company classification of a director as non-independent |
||||
While overall board independence requirements and board structures differ from market to market, we consider voting against directors we deem non-independent 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 may withhold support for a proposal to discharge the board if a company fails to meet adequate governance standards or board level independence. | ||||
We also assess the division of responsibilities between chair 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. However, we may take voting action against the chair or members of the nominating committee at the STOXX Europe 600 companies that have combined the roles of chair and CEO and have not appointed an independent deputy chair or a lead independent director. | ||||
When voting on 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. Thus, we may withhold votes from board chairs and lead independent directors who sit on more than three public company boards, and from non-executive directors who hold more than four public company board mandates. We may also take voting action against named executive officers who undertake more than two public board memberships. | ||||
We also consider attendance at board meetings and may withhold votes from directors who attend less than 75% of board meetings without appropriate explanation or providing reason for their failure to meet the attendance threshold . 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. Moreover, 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. | ||||
Further, we expect boards of STOXX Europe 600 listed companies to have at least one female board member. If a company fails to meet this expectation, State Street Global Advisors may vote against the Chair of the boards nominating committee or the board leader in the absence of a nominating committee, if necessary. | ||||
Although we generally are in favour of the annual election of directors, we recognise 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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
B-26 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
B-27 |
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 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 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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
B-28 |
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 interest 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: | ||||
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. |
||||
|
|
|||
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 anti-takeover 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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
B-29 |
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, 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 sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
B-30 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
B-31 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10 - 20125 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 Ireland Limited, registered in Ireland with company number
145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved.
ID178878-3001282.1.1 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
B-32 |
|
||||||
|
||||||
B-33 |
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 |
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. |
|||
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. If a company fails to meet this expectation, State Street Global Advisors may vote against the Chair of the boards nominating committee or the board leader in the absence of a nominating committee, if necessary. | ||||
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
B-34 |
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, 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 |
||||
State Street Global Advisors may take voting action against board members at companies on the TOPIX 100 that are laggards based on their R-FactorTM scores2 and cannot articulate how they plan to improve their score. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
B-35 |
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 |
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
B-36 |
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 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
B-37 |
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.
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.
|
|||
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.
|
|||
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.
|
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
B-38 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
B-39 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10 - 20125 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 Ireland Limited, registered in Ireland with company number
145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)4424570 00. F: +41 (0)442457016. United Kingdom: State Street Global Advisors Limited. Authorised 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: 02033956000. F: 02033956350. United States: State Street Global Advisors, One Iron Street, Boston, MA 02210 -1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved.
ID178876-3001933.1.1.GBL.RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
B-40 |
Insights |
||||
Asset Allocation
March 2020 |
Proxy Voting and Engagement Guidelines: North America |
|||
State Street Global Advisors North America Proxy Voting and Engagement Guidelines1 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. | ||||
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). |
||||
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. |
|
||||||
|
||||||
B-41 |
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 |
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. |
|||
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. | ||||
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
B-42 |
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 consider 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 |
||||
NEOs of a public company who sit on more than two public company boards |
||||
Board chairs or lead independent directors who sit on more than three public company boards |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
B-43 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
B-44 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
B-45 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
B-46 |
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
B-47 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
B-48 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
B-49 |
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 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
B-50 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
B-51 |
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 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
B-52 |
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.
|
|||||
Endnotes |
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 R-FactorTM is a scoring system created by SSGA that measures the performance of a companys business operations and governance as it relates to financially material ESG factors facing the companys industry.
3 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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
B-53 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10-20125 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 Ireland
Limited, registered in Ireland with company number 145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved.
ID178872-3001365.1.1.GBL.RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
B-54 |
Insights |
||||
Asset Stewardship | Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||
March 2020 |
||||
State Street Global Advisors United Kingdom and Ireland Proxy Voting and Engagement Guidelines1 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. | ||||
|
|
|||
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. | ||||
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 that obtain a primary listing on the London Stock Exchange or the Irish Stock Exchange, regardless of domicile, 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. |
|
||||||
|
||||||
B-55 |
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 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 for 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 | 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. | |||
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. | ||||
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 |
||||
Company classification of a director as non-independent |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
B-56 |
When voting on 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. Thus, we may withhold votes from board chairs and lead independent directors who sit on more than three public company boards, and from non-executive directors who hold more than four public company board mandates. We may also take voting action against Named Executive Officers who undertake more than two public board memberships. |
||||
We also consider attendance at board meetings and may withhold votes from directors who attend less than 75% of board meetings in a given year without appropriate explanation or providing reason for their failure to meet the attendance threshold. 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. | ||||
Further, we expect boards of FTSE 350 listed companies to have at least one female board member. If a company fails to meet this expectation, State Street Global Advisors may vote against the chair of the boards nominating committee or the board leader in the absence of a nominating committee, if necessary. Additionally, if a company fails to meet this expectation for four consecutive years, State Street Global Advisors may vote against all incumbent members of the nominating committee. | ||||
While we are generally supportive of having the roles of chair and CEO separated in the UK market, we assess the division of responsibilities between chair 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 chair/CEO is appointed or a former CEO becomes chair. | ||||
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
B-57 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
B-58 |
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
B-59 |
|
|
|||
Notice Period to Convene a General Meeting | We expect companies to give as much notice as is practicable when calling a general meeting. Generally, we are not supportive of authorizations seeking to reduce the notice period to 14 days. | |||
|
||||
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. | |||
|
|
|||
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 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
B-60 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
B-61 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered offi Level 15, 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 offi of State Street Global Advisors Ireland 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 offi is at 78 Sir John Rogersons Quay, Dublin 2. Canada: State Street Global Advisors, Ltd., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai: State Street Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th fl ), 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 offi 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 offi 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 offi 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 offi 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 offi is at Via Ferrante Aporti, 10 -20125 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 fl Herikerbergweg 29 1101 CN Amsterdam, Netherlands. T: 31 20 7181701. SSGA Netherlands is a branch offi 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 offi 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). 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
2457016. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 577659181. Registered offi 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 02210-1641. T: +1 617 786 3000.
The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investors particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor.
All information has been obtained from sources believed to be reliable, but its accuracy is not guaranteed. There is no representation or warranty as to the current accuracy, reliability or completeness of, nor liability for, decisions based on such information.
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.
© 2020 State Street Corporation.
All Rights Reserved.
ID178865-3002357.1.1.GBL.
RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
B-62 |
Insights |
||||
Asset Stewardship
March 2020 |
Proxy Voting and Engagement Guidelines: Rest of the World | |||
State Street Global Advisors Rest of the World Proxy Voting and Engagement Guidelines1 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.
|
||||
At State Street Global Advisors, we recognize that markets not covered under specific country/ regional guidelines, specifically emerging markets, are disparate in their corporate governance frameworks and practices. While they 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. 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.
|
||||
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 increase the 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 |
|
||||||
|
||||||
B-63 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Rest of the World | |||||
B-64 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Rest of the World | |||||
B-65 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Rest of the World | |||||
B-66 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Rest of the World | |||||
B-67 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered offi Level 15, 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 offi of State Street Global Advisors Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised and regulated by the Central Bank of Ireland, and whose registered offi is at 78 Sir John Rogersons Quay, Dublin 2. Canada: State Street Global Advisors, Ltd., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, Toronto, Ontario M5C 3G6. T: +647
775 5900. Dubai: State Street Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th fl ), 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, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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 offi 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. Authorised 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 offi 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, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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 offi is at Via Ferrante Aporti, 10 - 20125 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 fl Herikerbergweg 29 1101 CN Amsterdam, Netherlands. T: 31 20 7181701. SSGA Netherlands is a branch offi of State Street
Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 5776591 81. Registered offi 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved.
ID178868-3002453.1.1.GBL
.RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Rest of the World | |||||
B-68 |
STATE STREET INSTITUTIONAL INVESTMENT TRUST
(the Trust)
One Iron Street
Boston, Massachusetts 02210
STATEMENT OF ADDITIONAL INFORMATION
April 30, 2020
STATE STREET CASH RESERVES FUND
Institutional Class (CCQXX)
Administration Class (CCVXX)
Investment Class (CCWXX)
Investor Class (MMDXX)
Premier Class (MMEXX)
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 TREASURY MONEY MARKET FUND
Premier Class (TRIXX)
Investment Class (TRVXX)
Select 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)
Select Class (TPSXX)
Institutional Class (SAJXX)
Investor Class (SAEXX)
Administration Class (SSQXX)
Trust Class (TPLXX)
STATE STREET INSTITUTIONAL U.S. GOVERNMENT MONEY MARKET FUND
Premier Class (GVMXX)
Investment Class (GVVXX)
Select Class (GVSXX)
Institutional Class (SAHXX)
Investor Class (SAMXX)
Administration Class (SALXX)
Class G (SSOXX)
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, 2020 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, 2019, 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.
COMBOMMSAI
4 | ||||
5 | ||||
5 | ||||
21 | ||||
30 | ||||
30 | ||||
37 | ||||
46 | ||||
47 | ||||
49 | ||||
49 | ||||
50 | ||||
61 | ||||
61 | ||||
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 Aggregate Bond Index Fund; |
|
State Street Aggregate Bond Index Portfolio; |
|
State Street Cash Reserves Fund (the Cash Reserves Fund); |
|
State Street Cash Reserves Portfolio (the Cash Reserves Portfolio); |
|
State Street Defensive Global Equity Fund; |
|
State Street Emerging Markets Equity Index Fund; |
|
State Street Equity 500 Index Fund; |
|
State Street Equity 500 Index II Portfolio; |
|
State Street ESG Liquid Reserves Fund; |
|
State Street Global All Cap Equity ex-U.S. Index Fund; |
|
State Street Global All Cap Equity ex-U.S. Index Portfolio; |
|
State Street Hedged International Developed Equity Index Fund; |
|
State Street International Developed Equity Index Fund; |
|
State Street Institutional Liquid Reserves Fund (the ILR 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 Institutional U.S. Government Money Market Fund (the U.S. Government 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 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 2065 Fund; |
|
State Street Treasury Obligations Money Market Fund (the Treasury Obligations Fund); |
|
State Street Ultra Short Term Bond Fund (the Ultra Short Bond Fund); and |
|
State Street Ultra Short Term Bond Portfolio (the Ultra Short Bond Portfolio). |
The Trust includes the following non-diversified series:
|
State Street China Equity Select Fund; |
|
State Street International Value Spotlight Fund. |
4
The Cash Reserves Fund, 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, the Cash Reserves Fund and the Ultra Short Bond Fund may be referred to in context as the Fund as appropriate.
Each Fund listed below as a feeder fund (each a Feeder Fund and collectively the Feeder Funds) seeks to achieve its investment objective by investing substantially all of its investable assets in a corresponding master portfolio in the Trust or, as indicated below, the State Street Master Funds that has substantially similar investment strategies to those of the Feeder Fund. The table below shows the respective Portfolio in which each Feeder Fund invests. All Portfolios together are referred to in this SAI as the Portfolios and each Portfolio may be referred to in context as the Portfolio as appropriate.
Feeder Fund |
Master Portfolio |
|
Cash Reserves Fund | Cash Reserves Portfolio | |
ILR Fund | State Street Money Market Portfolio (Money Market Portfolio)* | |
Treasury Fund | State Street Treasury Money Market Portfolio (Treasury Portfolio)* | |
Treasury Plus Fund | State Street Treasury Plus Money Market Portfolio (Treasury Plus Portfolio)* | |
U.S. Government Fund | State Street U.S. Government Money Market Portfolio (U.S. Government 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.
5
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.
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 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.
6
Market Turbulence Resulting from COVID-19
An outbreak of a respiratory disease caused by a novel coronavirus first detected in China in December 2019 has spread globally in a short period of time. In an organized attempt to contain and mitigate the effects of the spread of the coronavirus known as COVID-19, governments and businesses world-wide have taken aggressive measures, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations. COVID-19 has resulted in the disruption of and delays in the delivery of healthcare services and processes, the cancellation of organized events and educational institutions, the disruption of production and supply chains, a decline in consumer demand for certain goods and services, and general concern and uncertainty, all of which have contributed to increased volatility in global markets. The effects of COVID-19 will likely affect certain sectors and industries more dramatically than others, which may adversely affect the value of a Funds investments in those sectors or industries. COVID-19, and other epidemics and pandemics that may arise in the future, could adversely affect the economies of many nations, the global economy, individual companies and capital markets in ways that cannot be foreseen at the present time. In addition, the impact of infectious diseases in developing or emerging market countries may be greater due to limited health care resources. Political, economic and social stresses caused by COVID-19 also may exacerbate other pre-existing political, social and economic risks in certain countries. The duration of COVID- 19 and its effects cannot be determined at this time, but the effects could be present for an extended period of time.
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 SEF 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 (EU) 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 EU 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.
7
In addition, in November 2019, the SEC issued a release re-proposing a rule under the 1940 Act providing for the regulation of registered investment companies use of derivatives and certain related instruments. The ultimate impact, if any, of possible regulation remains unclear, but the proposed rule, if adopted, could, among other things, restrict a Funds ability to engage in derivatives transactions and/or increase the costs of such derivatives transactions such that a Fund may be unable to implement its investment strategy.
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 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
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.
8
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 may invest in illiquid securities. The absence of a regular trading market for illiquid securities imposes additional risks on investments in these securities. Illiquid securities may be difficult to value and may often be disposed of only after considerable expense and delay.
Each Money Market Portfolio (and Money Market Fund) is managed in accordance with Rule 2a-7 under the Investment Company Act of 1940, as amended (the 1940 Act). As a result, each Money Market Portfolio (and Money Market Fund) has adopted the following liquidity policies (except as noted):
1. |
The Portfolio/Fund may not purchase an illiquid security if, immediately after purchase, the Portfolio/Fund would have invested more than 5% of its total assets in illiquid securities (securities that cannot be sold or disposed of in the ordinary course of business within seven days at approximately the market value ascribed to them by the Portfolio/Fund); |
2. |
The Portfolio/Fund may not purchase a security other than a security offering daily liquidity if, immediately after purchase, the Portfolio/Fund would have invested less than 10% of its total assets in securities offering daily liquidity (includes securities that mature or are subject to demand within one business day, cash, direct U.S. Government obligations or amounts receivable and due unconditionally within one business day on pending sales of portfolio securities); and |
3. |
The Portfolio/Fund may not purchase a security other than a security offering weekly liquidity if, immediately after purchase, the Portfolio/Fund would have invested less than 30% of its total assets in securities offering weekly liquidity (includes securities that mature or are subject to demand within five business days, cash, direct U.S. Government obligations, Government agency discount notes with remaining maturities of 60 days or less or amounts receivable and due unconditionally within five business days on pending sales of portfolio securities). |
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.
The SEC has adopted a liquidity risk management rule (the Liquidity Rule) that requires the Ultra Short Bond Portfolio to establish a liquidity risk management program (the LRMP). The Trustees, including a majority of the Independent Trustees (defined infra), have designated the Adviser to administer the Ultra Short Bond Portfolios LRMP. Under the LRMP, the Adviser assesses, manages, and periodically reviews the Ultra Short Bond Portfolios liquidity risk. The Liquidity Rule defines liquidity risk as the risk that the Ultra Short Bond Portfolio could not meet requests to redeem shares issued by the Portfolios without significant dilution of remaining investors interests in the Portfolio. The liquidity of the Ultra Short Bond Portfolios portfolio investments is determined based on relevant market, trading and investment-specific considerations under the LRMP. To the extent that an investment is deemed to be an illiquid investment or a less liquid investment, the Ultra Short Bond Portfolio can expect to be exposed to greater liquidity risk. The Liquidity Rules impact on a Fund, and on the open-end fund industry in general, is not yet fully known, but the rule could affect a the Ultra Short Bond Portfolios performance and its ability to achieve its investment objectives. While the liquidity risk management program attempts to assess and manage liquidity risk, there is no guarantee it will be effective in its operations and may not reduce the liquidity risk inherent in the Ultra Short Bond Portfolios investments.
9
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, epidemics or pandemics 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 Economic and Monetary Union of the European 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. At a referendum in June 2016, the United Kingdom (the U.K.) voted to leave the EU thereby initiating the British exit from the EU (commonly known as Brexit). In March 2017, the U.K. formally notified the European Council of the U.K.s intention to withdraw from the EU pursuant to Article 50 of the Treaty on European Union. This formal notification began a multi-year period of negotiations regarding the terms of the U.K.s exit from the EU, which formally occurred on January 31, 2020. A transition period will take place following the U.K.s exit where the U.K. will remain subject to EU rules but will have no role in the EU law-making process. During this transition period, U.K. and EU representatives will be negotiating the precise terms of their future relationship. There is still considerable uncertainty relating to the potential consequences associated with the exit, how the negotiations for the withdrawal and new trade agreements will be conducted, and whether the U.K.s exit will increase the likelihood of other countries also departing the E.U. Brexit may have a significant impact on the U.K., Europe, and global economies, which may result in increased volatility and illiquidity, and potentially lower economic growth in markets in the U.K., Europe and globally, which may adversely affect the value of the Funds investments.
10
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.
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 U.K.s 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.
The elimination of LIBOR may adversely affect the interest rates on, and value of, certain investments for which the value is tied to LIBOR. Such investments may include bank loans, derivatives, floating rate securities, and other assets or liabilities tied to LIBOR. Actions by regulators have resulted in the establishment of alternative reference rates to LIBOR in most major currencies. The U.S. Federal Reserve, based on the recommendations of the New York Federal Reserves Alternative Reference Rate Committee (comprised of major derivative market participants and their regulators), has begun publishing a Secured Overnight Funding Rate (SOFR), that is intended to replace U.S. dollar LIBOR. Proposals for alternative reference rates for other currencies have also been announced or have already begun publication. Markets are slowly developing in response to these new rates. Questions around liquidity impacted by these rates, and how to appropriately adjust these rates at the time of transition, remain a concern for the Funds.
The effect of any changes to, or discontinuation of, LIBOR on the Funds will vary depending, among other things, on (1) existing fallback or termination provisions in individual contracts and (2) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new products and instruments. Accordingly, it is difficult to predict the full impact of the transition away from LIBOR on the Funds until new reference rates and fallbacks for both legacy and new products, instruments and contracts are commercially accepted.
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-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.
11
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.
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.
12
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.
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 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, except for the Treasury 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
13
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.
Private Placements and Restricted Securities
Each Portfolio, except for the U.S. Government Portfolio and the Treasury Portfolios, may invest in securities that are purchased in private placements and, accordingly, are subject to restrictions on resale as a matter of contract or under federal securities laws. While such private placements may offer attractive opportunities for investment not otherwise available on the open market, the securities so purchased are often restricted securities, i.e., securities which cannot be sold to the public without registration under the Securities Act of 1933 (the Securities Act) or the availability of an exemption from registration (such as Rules 144 or 144A), or which are not readily marketable because they are subject to other legal or contractual delays in or restrictions on resale. Generally speaking, restricted securities may be sold only to qualified institutional buyers, or in a privately negotiated transaction to a limited number of purchasers, or in limited quantities after they have been held for a specified period of time and other conditions are met pursuant to an exemption from registration, or in a public offering for which a registration statement is in effect under the Securities Act. Because there may be relatively few potential purchasers for such investments, especially under adverse market or economic conditions or in the event of adverse changes in the financial condition of the issuer, the Portfolio could find it more difficult to sell such securities when the Adviser believes it advisable to do so or may be able to sell such securities only at prices lower than if such securities were more widely held. Market quotations for such securities are generally less readily available than for publicly traded securities. The absence of a trading market can make it difficult to ascertain a market value for such securities for purposes of computing the Portfolios net asset value, and the judgment of the Adviser may at times play a greater role in valuing these securities than in the case of publicly traded securities. Disposing of such securities, which may be illiquid investments, can involve time-consuming negotiation and legal expenses, and it may be difficult or impossible for the Portfolio to sell them promptly at an acceptable price. The Portfolio may have to bear the extra expense of registering such securities for resale and the risk of substantial delay in effecting such registration.
A Portfolio may be deemed to be an underwriter for purposes of the Securities Act when selling restricted securities to the public, and in such event the Fund may be liable to purchasers of such securities if the registration statement prepared by the issuer, or the prospectus forming a part of it, is materially inaccurate or misleading.
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.
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.
14
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.
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. Variable rate obligations will be deemed to have a maturity equal to the period remaining until the next readjustment of the interest rate.
15
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.
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.
16
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. |
17
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:
7. |
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.
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 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.
18
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, 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 (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.
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.
19
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 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 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.
20
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 Mr. 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). |
67 | Director, the Holland Series Fund, Inc.; Director, The China Fund, Inc.(1992-2017); 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. | 67 | Board Director and Chairman, SPDR Europe 1PLC Board (2011-Present); Board Director and Chairman, SPDR Europe II, PLC (2013- Present). |
21
NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS AND RELEVANT EXPERIENCE |
NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY TRUSTEE |
OTHER DIRECTORSHIPS HELD BY TRUSTEE DURING PAST FIVE YEARS |
|||||
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 2019); Senior Advisor to NGN Capital LLC (2019 -present) ; and Managing Director, Vice President of Walden Capital Management (1996 present). | 67 |
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, Muscular Dystrophy Association (Since 2019);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. | 67 | Director- Graduate Management Admissions Council (2015 present); Trustee of Emmanuel College (2010 2019). | |||||
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). | 67 | 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. |
22
NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS AND RELEVANT EXPERIENCE |
NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY TRUSTEE |
OTHER DIRECTORSHIPS HELD BY TRUSTEE DURING PAST FIVE YEARS |
|||||
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). |
67 |
None. |
|||||
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). | 49 | None. | |||||
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). | 67 | None. |
23
NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS AND RELEVANT EXPERIENCE |
NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY TRUSTEE |
OTHER DIRECTORSHIPS HELD BY TRUSTEE DURING PAST FIVE YEARS |
|||||
INTERESTED TRUSTEE(1) |
||||||||||
Ellen M. Needham(2) SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1967 |
Trustee and President |
Term: Indefinite Elected: 12/18 |
Chairman, SSGA Funds Management, Inc. (March 2020 present); President and Director, SSGA Funds Management, Inc. (2001 present)*; Senior Managing Director, State Street Global Advisors (1992 present)*; Manager, State Street Global Advisors Funds Distributors, LLC (May 2017 present).* |
67 | None. |
|
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 individual listed below is a Trustee who is an interested person, as defined in the 1940 Act, of the Trusts (Interested Trustee). |
(2) |
Ms. Needham is an Interested Trustee because of her employment by SSGA FM, an affiliate of the Trust. |
* |
Served in various capacities and/or with various affiliated entities during noted time period. |
24
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 | Chairman, SSGA Funds Management, Inc. (March 2020 present); President and Director, SSGA Funds Management, Inc. (2001 present)*; Senior Managing Director, State Street Global Advisors (1992 present); Manager, 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 at 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). |
25
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 |
|||
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). | |||
Sean OMalley SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1969 |
Chief Legal Officer |
Term: Indefinite Elected: 8/19 |
Senior Vice President and Deputy General Counsel, State Street Global Advisors (November 2013 present). | |||
Andrew DeLorme SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1975 |
Secretary |
Term: Indefinite Elected: 8/19 |
Vice President and Senior Counsel, State Street Global Advisors (April 2016 present); Vice President and Counsel, State Street Global Advisors (August 2014 March 2016). | |||
Kevin Morris SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1982 |
Assistant Secretary |
Term: Indefinite Elected: 8/19 |
Vice President and Senior Counsel, State Street Global Advisors (April 2019 present); Vice President and Counsel, State Street Global Advisors (January 2016 April 2019); Director, Asset Management Compliance, Fidelity Investments (June 2015 January 2016); Senior Compliance Advisor, Asset Management Compliance, Fidelity Investments (June 2012 June 2015). | |||
David Urman SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1985 |
Assistant Secretary |
Term: Indefinite Elected: 8/19 |
Vice President and Senior Counsel, State Street Global Advisors (April 2019 present); Vice President and Counsel, State Street Global Advisors (August 2015 April 2019); Associate, Ropes & Gray LLP (November 2012 August 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.
26
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 49 years of experience in the financial services industry including 23 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 31 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 State Street Institutional Investment Trust, State Street Master Funds, 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 a manager of 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 State Street Institutional Investment Trust, State Street Master Funds, 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 39 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 20 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 State Street Institutional Investment Trust, State Street Master Funds, Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
Patrick J. Riley: Mr. Riley is an experienced business executive with over 43 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 31 years and possesses significant experience regarding the operations and history of the Trust. Mr. Riley serves as a Trustee of the State Street Institutional Investment Trust, State Street Master Funds, 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 51 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 State Street Institutional Investment Trust, State Street Master Funds, 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 46 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 State Street Institutional Investment Trust, State Street Master Funds, Navigator Trust, State Street Institutional Investment Trust and State Street Master Funds.
27
Michael A. Jessee: Mr. Jessee is an experienced business executive with approximately 43 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 State Street Institutional Investment Trust, State Street Master Funds, 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 QLCC).
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, 2019, 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, 2019, the Governance Committee held two meeting and Nominating Committee held one 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, 2019, 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, 2019, the QLCC held four meetings.
28
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, who is an employee of the Adviser, serves as a Trustee and as the President of the Trust. The Board believes that this leadership structure is appropriate, since Ms. Needham provides 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, 2019, 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, 2019.
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 |
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 |
None | None | ||
Michael A. Jessee |
None | None | ||
Name of Interested Trustees |
||||
James E. Ross(1) |
None | Over $100,000 | ||
Ellen M. Needham |
None | None |
1. |
Mr. Ross resigned as a Trustee on March 27, 2020. |
Trustee Compensation
Independent Trustees are compensated on a calendar year basis. Any Trustee who is deemed to be an interested person (as defined in the 1940 Act) of the Funds does not receive compensation from the Funds for his or her service as a Trustee. As of January 1, 2020, 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. (together, the Fund Entities), a $210,000 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 Co-Chairpersons receive
29
an additional $60,000 annual retainer. The annual base retainer paid to Mr. Taber is $197,400 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. As of January 1, 2020, the total annual compensation paid to the Independent Trustees (other than telephonic and special meeting fees) will be allocated to each Fund Entity as follows: 50% will be allocated to each Fund Entity or, if applicable, each series thereof, equally based on the number of Fund Entities; and 50% will be allocated among the Fund Entities or, if applicable, each series based on relative net assets excluding, however, any feeder fund that invests in a master fund that is a Fund Entity or series thereof. 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 following table sets forth the total remuneration of Trustees and officers of the Trust for the fiscal year ended December 31, 2019:
1. |
Mr. Ross resigned as a Trustee on March 27, 2020. |
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 March 31, 2020, 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 March 31, 2020, 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.
30
31
Name and Address |
Percentage | |||
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 |
54.26 | % | ||
State Street Institutional Treasury Money Market Fund Investment Class |
||||
State Street Bank and Trust Co. Ascust FBO |
||||
WMS Clients 1200 Crown Colony DR |
||||
Quincy MA 02169-0938 |
90.02 | % | ||
State Street Institutional Treasury Money Market Fund Institutional Class |
||||
The PNC Financial Services Group INC |
||||
249 5TH Ave MSC PI-POPP-11-A |
||||
Pittsburgh PA 15222-2707 |
69.05 | % | ||
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 |
88.04 | % | ||
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 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 |
48.76 | % | ||
State Street Institutional Treasury Plus Money Market Fund Investment Class |
||||
SSB WMS State Street Bank & Trust Co As |
||||
Cust FBO WMS Clients 1200 Crown Colony DR |
||||
Quincy MA 02169-0938 |
58.36 | % |
32
Name and Address |
Percentage | |||
State Street Institutional Treasury Plus Money Market Fund Institutional Class |
||||
Bank Of New York Mellon |
||||
Hare & Co 2 Attn: STIF 111 Sanders Creek PKWY East Syracuse NY 13057-1382 |
87.74 | % | ||
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 |
97.11 | % | ||
State Street Institutional Treasury Plus Money Market Fund Administration Class |
||||
SSGA Pvt Funds LLC Attn : Fund Services Team 1 Lincoln St Boston MA 02111-2901 |
100.00 | % | ||
State Street Institutional Treasury Plus Money Market Fund Trust Class |
||||
GFAS Control Acct MT01 State Street Bank PO Box 1992 Quincy MA 02171 |
89.07 | % | ||
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 |
53.10 | % | ||
State Street Institutional U.S. Government Money Market Fund Investment Class |
||||
State Street Bank And Trust Co As |
||||
Cust FBO WMS Clients 1200 Crown Colony DR |
||||
Quincy MA 02169-0938 |
55.69 | % | ||
State Street Institutional U.S. Government Money Market Fund Institutional Class |
||||
Bank Of New York Mellon |
||||
Hare & Co 2 Attn: STIF 111 Sanders Creek PKWY |
||||
East Syracuse NY 13057-1382 |
86.30 | % |
33
Name and Address |
Percentage | |||
State Street Institutional U.S. Government Money Market Fund Investor Class |
||||
State Street Bank And Trust FBO Cash Sweep Clients Attn : Cash Sweep Sup - Rick Letham 1200 Crown Colony DR CC13 |
||||
Quincy MA 02169-0938 |
54.16 | % | ||
Bank Of New York Mellon |
||||
Hare & Co 2 Attn: STIF 111 Sanders Creek PKWY |
||||
East Syracuse NY 13057-1382 |
45.84 | % | ||
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 |
98.39 | % | ||
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 |
99.73 | % |
As of March 31 2020, 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, Ultra Short Bond Portfolio, Cash Reserves Fund and the Cash Reserves Portfolio or 5% or more of the outstanding shares of any class of any such Fund.
As of March 31, 2020, 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 Liquid Reserves Fund Premier Class |
||||
State Street Bank And Trust FBO SSGA Pooled Investments Attn : Csh Sweep Sup 1200 Crown Colony DR # CC13 Quincy MA 12169-0938 |
19.84 | % | ||
State Street Institutional Liquid Reserves Fund Institutional Class |
||||
CITIBANK NA As Agent For Client UAUTO 388 Greenwich ST Fl 4th New York NY 10013-2362 |
16.93 | % | ||
INC Retirement Plan, University Hospitals Health System Retirement Plan 3605 Warrensville Center Rd Beachwood OH 44122-9100 |
11.94 | % | ||
Citibank NA As Agent For Client ULIFE 388 Greenwich ST FL 4TH New York NY 10013-2362 |
6.77 | % |
34
State Street Institutional Treasury Money Market Fund Premier Class |
||||
BOFA Securities INC For The |
||||
Sole Benefit Of Its Customers 200 North College ST FL 3 |
||||
Charlotte NC 28202-2191 |
14.74 | % | ||
State Street Institutional Treasury Money Market Fund Institutional Class |
||||
JP Morgan Chase Bank NA |
||||
JPMS - Chase Processing 28521 JPMS IB 352 |
||||
FBO 0215728825728 FBO Hollis Park Value Master Fund |
||||
4 Chase Metrotech Center 7TH Fl |
||||
Brooklyn NY 11245-0003 |
21.59 | % | ||
JP Morgan Chase Bank NA |
||||
JPMS - Chase Processing 28521 JPMS IB 352 |
||||
FBO 0215104324104 FBO Hollis Park Liquidity Master F |
||||
Pittsburgh PA 15222-2707 |
5.12 | % | ||
State Street Institutional Treasury Money Market Fund Investor Class |
||||
Goldman Sachs & Co. LLC Special Custody Account For The |
||||
Exclusive Benefit Of Customers of GS & Co (Customers Of Citi) 71 S Wacker DR STE 500 |
||||
Chicago IL 60606-4673 |
11.96 | % | ||
State Street Institutional Treasury Plus Money Market Fund Premier Class |
||||
FIS Brokerage & Securities Services |
||||
Bristol Myers Squibb Company |
||||
Attn Bms Corp Treasury - Will Chao 100 Nassau Park Blvd Princeton NJ 08540-5997 |
8.64 | % | ||
SSGM-Fund Connect |
||||
D.E. Shaw Valence Holdings LLC |
||||
Attn The D.E. Shaw Group 1166 Avenue Of The Americas FL 9 New York NY 10036-2750 |
|
5.47
|
%
|
|
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 |
14.87 | % |
35
State Street Institutional Treasury Plus Money Market Fund Institutional Class |
||||
Astignes Asia Rates Compass Fund |
||||
Ltd Cayman Islands PO Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands |
12.25 | % | ||
State Street Institutional Treasury Plus Money Market Fund Trust Class |
||||
State Street Bank And Trust Co AsCust FBO WMS Clients 1200 Crown Colony DR |
||||
Quincy MA 02169-0938 |
9.76 | % | ||
State Street Institutional U.S. Government Money Market Fund Premier Class |
||||
BOFA Securities Inc For The Sole Benefit Of Its Customers |
||||
Attn : Money Market Fund 200 North College ST FL 3 |
||||
Charlotte NC 28202-2191 |
6.43 | % | ||
State Street Institutional U.S. Government Money Market Fund Investment Class |
||||
State Street Bank WMS - State Street Bank And Trust Co. AS |
||||
Cust FBO USIS Clients 1200 Crown Colony DR Quincy MA 02169-0938 |
13.79 | % | ||
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 |
9.68 | % | ||
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 |
6.88 | % | ||
CITIBANK NA As Agent For Various 388 Greenwich St Fl 4TH |
||||
New York NY 10013-2362 |
6.28 | % | ||
State Street Institutional U.S. Government Money Market Fund Administration Class |
||||
State Street Bank and Trust Co. As cust FBO WMS Clients 1200 Crown Colony DR Quincy MA 02169-0938 |
12.83 | % | ||
Maryland Cash 120 Es Baltimore ST 16TH FL Baltimore MD 21202 |
11.50 | % |
36
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, Treasury Obligations Fund, Treasury Plus Fund, U.S. Government Fund, and Treasury Fund: Each Fund currently invests all of its assets in a related Portfolio that has the same investment objectives and substantially the same investment policies as the relevant Fund. As long as a Fund remains completely invested in its related Portfolio (or any other investment company), the Adviser is not entitled to receive any investment advisory fee with respect to the Fund. A Fund may withdraw its investment from the related Portfolio at any time. The Trust has retained the Adviser as investment adviser to manage a Funds assets in the event that the Fund withdraws its investment from its related Portfolio.
The Adviser is also the investment adviser to each of the related Portfolios pursuant to an investment advisory agreement (the Portfolio Advisory Agreement) between the Adviser and State Street Master Funds, on behalf of the Portfolios. The Adviser receives an investment advisory fee with respect to each related Portfolio. The Portfolio Advisory Agreement is the same in all material respects as the Advisory Agreement between the Trust on behalf of the Funds and the Adviser. Each Fund that invests in a related Portfolio bears a proportionate part of the management fees paid by the Portfolio (based on the percentage of the Portfolios assets attributable to the Fund).
For the services provided under the Advisory Agreement and the Portfolio Advisory Agreement, each Fund pays the Adviser a fee at an annual rate set forth below of the Funds average daily net assets.
Fund |
Fee Rate | |||
ILR Fund |
0.05 | % | ||
Treasury Fund |
0.05 | % | ||
Treasury Plus Fund |
0.05 | % | ||
U.S. Government Fund |
0.05 | % | ||
Treasury Obligations Fund |
0.05 | % |
37
Cash Reserves Fund and Ultra Short Bond Fund: Each Fund expects to invest substantially all of its assets in a related Portfolio, which has the same investment objectives and substantially similar investment policies as the relevant Fund. The Portfolios pay no investment advisory fees to SSGA FM. For the services provided under the Advisory Agreement, each Fund pays the Adviser a fee at an annual rate set forth below of the Funds average daily net assets.
Fund |
Fee Rate | |||
Ultra Short Bond Fund |
0.25 | % | ||
Cash Reserves Fund |
0.10 | % |
The advisory fees paid by the Ultra Short Bond Fund and the Cash Reserves 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, 2019.
Total Annual Fund Operating Expense Waivers and Reimbursements. The Adviser has contractually agreed with the Trust through April 30, 2021, to waive up to the full amount of the advisory fee payable by the Cash Reserves Fund, the ILR Fund, the Treasury Plus Fund, the Treasury Money Market Fund, the U.S. Government Fund and the Ultra Short Term Bond Fund and/or 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:
Fund |
Expense
Limitation |
Expiration
Date |
||||||
Cash Reserves Fund |
0.12 | % | 4/30/2021 | |||||
ILR Fund |
0.07 | % | 4/30/2021 | |||||
Treasury Plus Fund |
0.07 | % | 4/30/2021 | |||||
Treasury Money Fund |
0.07 | % | 4/30/2021 | |||||
U.S. Government Fund |
0.07 | % | 4/30/2021 | |||||
Ultra Short Bond Fund |
0.30 | % | 4/30/2021 |
With respect to the Treasury Obligations Money Market Fund, the Adviser has contractually agreed with the Trust through April 30, 2021, to waive up to the full amount of the advisory fee payable by the Treasury Obligations Money Market Fund and/or reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of non-recurring account fees, interest, taxes, and extraordinary expenses) exceed 0.10% of the Funds average daily net assets on an annual basis.
Expense Reimbursements. The Adviser has contractually agreed with the Trust through April 30, 2021, to reimburse the U.S. Government Fund, the Treasury Money Fund and the Treasury Plus Fund for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of interest, brokerage commissions, taxes, extraordinary expenses, deferred organizational expenses or acquired fund fees and expenses) of the Select Class shares of the Funds exceed 0.08% of a Funds average daily net assets on an annual basis.
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. Each of SSGA FM and SSGA FD (each a Service Provider) may reimburse expenses or waive fees to avoid negative yield (the Voluntary Reduction), or a yield below a specified level, for a Money Market Fund. Any such waiver or reimbursement would be voluntary and may be revised or cancelled at any time without notice. The Money Market Funds have agreed, subject to certain limitations, to reimburse the Service Provider for the full dollar amount of any Voluntary Reduction incurred after May 1, 2020. Each Service Provider may, in its sole discretion, irrevocably waive receipt of any or all reimbursement amounts due from a Fund, without limitation. For the year ended December 31, 2019, the Service Providers had not waived fees and/or reimbursed expenses under the Voluntary Reduction.
38
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, 2017 |
Fiscal year
ended December 31, 2018 |
Fiscal year
ended December 31, 2019 |
|||||||||
State Street Institutional Liquid Reserves Fund |
$ | 4,878,264 | $ | 6,048,744 | $ | 8,651,875 | ||||||
State Street Institutional Treasury Money Market Fund |
$ | 6,569,201 | $ | 5,481,415 | $ | 5,367,392 | ||||||
State Street Institutional Treasury Plus Money Market Fund |
$ | 5,128,505 | $ | 5,321,372 | $ | 7,380,190 | ||||||
State Street Institutional U.S. Government Money Market Fund |
$ | 21,975,985 | $ | 22,874,871 | $ | 24,948,979 | ||||||
State Street Treasury Obligations Money Market Fund(1) |
$ | 207,692 | $ | 1,643,013 | $ | 1,845,948 |
(1) |
Commencement of Operations August 21, 2017. |
39
The administration fees paid by the Ultra Short Bond Fund and the Cash Reserves 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, 2019.
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.
The custodian and fund accounting fees paid by the Funds to State Street for the last three fiscal years are set forth in the table below.
Fund |
Fiscal year
ended December 31, 2017 |
Fiscal year
ended December 31, 2018 |
Fiscal year
ended December 31, 2019 |
|||||||||
State Street Institutional Liquid Reserves Fund |
$ | 18,492 | $ | 98,370 | $ | 60,783 | ||||||
State Street Institutional Treasury Money Market Fund |
$ | 17,652 | $ | 37,349 | $ | 30,786 | ||||||
State Street Institutional Treasury Plus Money Market Fund |
$ | 19,319 | $ | 408,857 | $ | 34,506 | ||||||
State Street Institutional U.S. Government Money Market Fund |
$ | 22,662 | $ | 424,858 | $ | 45,141 | ||||||
State Street Treasury Obligations Money Market Fund(1) |
$ | 6,027 | $ | 142,823 | $ | 21,898 |
(1) |
Commencement of Operations August 21, 2017. |
The sub-administration and custodian fees paid by the Ultra Short Bond Fund and Cash Reserves 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, 2019.
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.
40
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, 2017 |
Fiscal year ended
December 31, 2018 |
Fiscal year ended
December 31, 2019 |
|||||||||
State Street Institutional Liquid Reserves Fund |
$ | 217,476 | $ | 344,152 | $ | 370,147 | ||||||
State Street Institutional Treasury Money Market Fund |
$ | 41,588 | $ | 34,662 | $ | 8,923 | ||||||
State Street Institutional Treasury Plus Money Market Fund |
$ | 56,634 | $ | 40,679 | $ | 9,295 | ||||||
State Street Institutional U.S. Government Money Market Fund |
$ | 140,703 | $ | 117,997 | $ | 122,852 | ||||||
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 and the Cash Reserves Fund to DST for the last three fiscal years have been omitted because the Funds had not commenced investment operations as of December 31, 2019.
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.
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, 2019 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:
41
Premier Class* |
0.00 | % | ||
Select Class** |
0.00 | % | ||
Service Class*** |
0.00 | % | ||
Investment Class |
0.10 | % | ||
Institutional Class |
0.00 | % | ||
Investor Class |
0.00 | % | ||
Administration Class |
0.05 | % | ||
Class G |
0.00 | % | ||
Trust Class |
0.00 | % |
* |
All Funds except for Ultra Short Bond Fund. |
** |
U.S. Government Fund, Treasury Fund and Treasury Plus Fund only. |
*** |
ILR Fund only. All Funds except for Ultra Short Bond Fund. |
|
U.S. Government Fund only. |
|
ILR Fund and Treasury Plus Fund only. |
For the fiscal year ended December 31, 2019, 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, 20191 |
Intermediaries
Fiscal Year Ended December 31, 20192 |
||||||
ILR Fund: |
||||||||
Investment Class |
$ | 4 | $ | 12 | ||||
Administration Class |
$ | 2,642 | $ | 393,996 | ||||
Treasury Fund: |
||||||||
Investment Class |
1,004 | $ | 357,397 | |||||
Administration Class |
$ | 26 | | |||||
Treasury Plus Fund: |
||||||||
Investment Class |
$ | 11,647 | $ | 41,525 | ||||
Administration Class |
$ | 26 | | |||||
U.S. Government Fund: |
||||||||
Investment Class |
$ | 43,728 | $ | 403,308 | ||||
Administration Class |
$ | 7,648 | $ | 912,290 |
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 12b-1 fees paid by the Ultra Short Bond Fund and Cash Reserves Fund to SSGA FD and Intermediaries have been omitted because the Funds have not commenced investment operations as of December 31, 2019.
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 Cash Reserves Fund, ILR Fund, the Treasury Fund, the Treasury Plus Fund and the U.S. Government 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
42
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 Bank (on behalf of all of its North America business units) and State Street Global Markets, LLC 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 Cash Reserves Fund, ILR Fund, Treasury Fund, Treasury Plus Fund and U.S. Government Fund at an annual rate (based on average net assets) as follows:
Premier Class |
None | |||
Institutional Class |
0.03 | % | ||
Service Class (ILR Fund) |
0.05 | % | ||
Trust Class (Treasury Plus Fund) |
0.056 | % | ||
Trust Class (ILR Fund) |
0.058 | % | ||
Investor |
0.08 | % | ||
Administration |
0.20 | % | ||
Investment |
0.25 | % |
The total shareholder servicing fees paid to SSGA FD pursuant to the Shareholder Servicing Agreement by the ILR Fund, the Treasury Fund, the Treasury Plus Fund and the U.S. Government Fund for the last three fiscal years are reflected in the chart below:
Fund |
Fiscal year
ended December 31, 20171 |
Fiscal year
ended December 31, 2018 |
Fiscal year
ended December 31, 2019 |
|||||||||
State Street Institutional Liquid Reserves Fund |
$ | 2,558,171 | $ | 2,381,664 | $ | 2,019,493 | ||||||
State Street Institutional Treasury Money Market Fund |
$ | 1,266,547 | $ | 943,755 | $ | 1,030,142 | ||||||
State Street Institutional Treasury Plus Money Market Fund |
$ | 4,205,817 | $ | 3,188,124 | $ | 2,792,817 | ||||||
State Street Institutional U.S. Government Money Market Fund |
$ | 7,556,858 | $ | 6,131,521 | $ | 6,074,317 |
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.
43
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 FINRA. The level of payments made to a financial intermediary in any given year will vary and, in the case of most financial intermediaries, will not exceed 0.05% of the value of assets attributable to the financial intermediary invested in shares of funds in the SSGA FM-fund complex. In certain cases, the payments described in the preceding sentence are subject to minimum payment levels.
If payments to financial intermediaries by the distributor or adviser for a particular mutual fund complex exceed payments by other mutual fund complexes, your financial advisor and the financial intermediary employing him or her may have an incentive to recommend that fund complex over others. Please speak with your financial advisor to learn more about the total amounts paid to your financial advisor and his or her firm by SSGA FD and its affiliates, and by sponsors of other mutual funds he or she may recommend to you. You should also consult disclosures made by your financial intermediary at the time of purchase. Because the Funds pay distribution, service and other fees for the sale of their shares and for services provided to shareholders out of the Funds assets on an ongoing basis, over time those fees will increase the cost of an investment in a Fund.
A Fund may pay distribution fees, service fees and other amounts described above at a time when shares of the Fund are not being actively promoted to new investors generally, or when shares of that Fund are unavailable for purchase.
For the fiscal year ended December 31, 2019, 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 |
$ | 2,127 | $ | | $ | 394,008 | $ | 51,037 | | $ | 164,240 | |||||||||||||
State Street Institutional Treasury Money Market Fund |
$ | 1,246 | $ | | $ | 357,397 | $ | 29,692 | | $ | 95,969 | |||||||||||||
State Street Institutional Treasury Plus Money Market Fund |
$ | 1,719 | $ | | $ | 41,525 | $ | 40,632 | | $ | 131,150 | |||||||||||||
State Street Institutional U.S. Government Money Market Fund |
$ | 6,302 | $ | | $ | 1,315,598 | $ | 150,248 | | $ | 483,743 |
* |
Includes such items as compensation for travel, conferences and seminars for staff, professional fees, technology, services, and overhead (including space/facilities and management). Rule 12b-1 fees paid by the State Street Ultra Short Bond Fund and the State Street Cash Reserves Fund have been omitted because the Funds had not commenced investment operations as of December 31, 2019. |
44
Set forth below is a list of those financial intermediaries to which SSGA FD (and its affiliates) expects, as of April 30, 2020, to pay compensation in the manner described in this Payments to Financial Intermediaries section. This list may change over time. Please contact your financial intermediary to determine whether it or its affiliate currently may be receiving such compensation and to obtain further information regarding any such compensation.
|
American Portfolios Financial |
|
Ariel Distributors Inc. |
|
Ascensus Broker Dealer Services, LLC |
|
AXA Advisors, LLC |
|
BMO Capital Markets Corp. |
|
BofA Securities, Inc. |
|
Brown Brothers Harriman & Co. |
|
Chicago Mercantile Exchange Inc. |
|
Citibank, N.A. |
|
FIS Brokerage & Securities Services LLC |
|
GM Brokerage |
|
Goldman Sachs & Co |
|
GWFS Equities, Inc. |
|
Institutional Cash Distributors, LLC |
|
J.P. Morgan Securities LLC |
|
Lasalle Street Securities |
|
Mid-Atlantic Capital Corporation |
|
Morgan Stanley Smith Barney LLC |
|
MSCS Financial Services LLC |
|
MUFG Union Bank, National Association |
|
National Financial Securities Corp |
|
Pershing LLC |
|
PNC Capital Markets, LLC |
|
Raymond James & Associates, Inc. |
|
RBC Capital Markets, LLC |
|
SEI Trust Company |
|
State Street Bank and Trust Company Global Services Business Units |
|
State Street Global Markets, LLC |
|
TD Ameritrade Trust Company |
|
TD Ameritrade, Inc. |
|
TD Prime Services LLC |
|
The Bank of New York Mellon |
|
Valic Financial Advisors, Inc. |
|
Wells Fargo Advisors |
|
Wells Fargo Bank, N.A. |
|
Wells Fargo Clearing Services |
|
Wells Fargo Securities LLC |
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. Sullivan & Worcester LLP, located at One Post Office Square, Boston, Massachusetts 02109, serves as independent counsel to the Independent Trustees.
45
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 2019 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, 2019:
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) |
|||||||||||||||||||||
John Mele |
6 | $ | 3.98 | 1 | $ | 0.06 | 90 | * | $ | 58.82 | $ | 62.86 | ||||||||||||||||
James Palmeiri |
6 | $ | 3.98 | 1 | $ | 0.06 | 90 | * | $ | 58.82 | $ | 62.86 |
* |
Includes 3 accounts (totaling $2.27 billion in assets under management) with performance-based fees. SSGA recognizes and rewards outstanding 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. |
The portfolio managers do not beneficially own any shares of any Fund as of December 31, 2019.
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 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.
46
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
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; |
47
|
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:
(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.
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.
48
DECLARATION OF TRUST, CAPITAL STOCK AND OTHER INFORMATION
Capitalization
Under the Declaration of Trust, the Trustees are authorized to issue an unlimited number of shares of each Fund. Upon liquidation or dissolution of a Fund, investors are entitled to share pro rata in the Funds net assets available for distribution to its investors. Investments in a Fund have no preference, preemptive, conversion or similar rights, except as determined by the Trustees or as set forth in the Bylaws, and are fully paid and non-assessable, except as set forth below.
Declarations of Trust
The Declarations of Trust of the Trust and the Master Trust each provide that a Trust may redeem shares of a Fund at the redemption price that would apply if the share redemption were initiated by a shareholder. It is the policy of each Trust that, except upon such conditions as may from time to time be set forth in the then current prospectus of a Fund or to facilitate a Trusts or a Funds compliance with applicable law or regulation, a Trust would not initiate a redemption of shares unless it were to determine that failing to do so may have a substantial adverse consequence for a Fund or the Trust.
Each Trusts Declaration of Trust provides that a Trustee who is not an interested person (as defined in the 1940 Act) of a Trust will be deemed independent and disinterested with respect to any demand made in connection with a derivative action or proceeding. It is the policy of each Trust that it will not assert that provision to preclude a shareholder from claiming that a Trustee is not independent or disinterested with respect to any demand made in connection with a derivative action or proceeding; provided, however, that the foregoing policy will not prevent the Trusts from asserting applicable law (including Section 2B of Chapter 182 of the Massachusetts General Laws) to preclude a shareholder from claiming that a Trustee is not independent or disinterested with respect to any demand made in connection with a derivative action or proceeding.
A Trust will not deviate from the foregoing policies in a manner that adversely affects the rights of shareholders of a Fund without the approval of a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of such Fund.
Voting
Each shareholder is entitled to a vote in proportion to the number of Fund shares it owns. Shares do not have cumulative voting rights in the election of Trustees, and shareholders holding more than 50% of the aggregate outstanding shares in the Trust may elect all of the Trustees if they choose to do so. The Trust is not required and has no current intention to hold annual meetings of shareholders but the Trust will hold special meetings of shareholders when in the judgment of the Trustees it is necessary or desirable to submit matters for a shareholder vote.
Massachusetts Business Trust
Under Massachusetts law, shareholders in a Massachusetts business trust could, under certain circumstances, be held personally liable for the obligations of the trust. However, the Declaration of Trust disclaims shareholder liability for acts or obligations of the Trust and provides for indemnification out of the property of the applicable series of the Trust for any loss to which the shareholder may become subject by reason of being or having been a shareholder of that series and for reimbursement of the shareholder for all expense arising from such liability. Thus the risk of a shareholder incurring financial loss on account of shareholder liability should be limited to circumstances in which the series would be unable to meet its obligations.
Pricing of shares of the Funds does not occur on New York Stock Exchange (NYSE) holidays. The NYSE is open for trading every weekday except for: (a) the following holidays: New Years Day, Martin Luther King, Jr.s Birthday, Washingtons Birthday (the third Monday in February), Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas; and (b) the preceding Friday or the subsequent Monday when one of the calendar-determined holidays falls on a Saturday or Sunday, respectively. Purchases and withdrawals will be effected at the time of determination of NAV next following the receipt of any purchase or withdrawal order which is determined to be in good order. The Funds securities will be valued pursuant to guidelines established by the Board of Trustees.
49
Cash Reserves Fund, Treasury Fund, Treasury Plus Fund, Treasury Obligations Fund and U.S. Government 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 3:00 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.
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.
50
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.
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.
51
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.
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.
52
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 NAV 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 NAV 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.
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
53
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.
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.
54
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 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 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 obligations will give rise to income which is required to be distributed and is taxable even though the Fund holding the obligation receives no interest payment in cash on the obligation during the year.
Some debt obligations with a fixed maturity date of more than one year from the date of issuance that are acquired in the secondary market by a Fund may be treated as having market discount. Very generally, market discount is the excess of the stated redemption price of a debt obligation (or in the case of an obligation issued with OID, its revised issue price) over the purchase price of such obligation. Subject to the discussion below regarding Section 451 of the Code, (i)generally, any gain recognized on the disposition of, and any partial payment of principal on, a debt obligation having market discount is treated as ordinary income to the extent the gain, or principal payment, does not exceed the accrued market discount on such debt obligation, (ii) alternatively, a Fund may elect to
55
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 issued proposed regulations providing that this rule does not apply to the accrual of market discount. If this rule 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 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.
56
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.
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.
57
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 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
58
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.
59
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.
60
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.
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, 2019 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, 2020 as part of the Trusts filing on Form N-CSR (SEC Accession No. 0001193125-20-064502) and are incorporated into this SAI by reference. The Annual Report is available, without charge, upon request, by calling (877) 521-4083.
61
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.
A-5
APPENDIX B TRUSTS PROXY VOTING POLICY AND 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. |
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.
B-1
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
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 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
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.
B-2
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
Insights Asset Stewardship
March 2020 |
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
|
||||
|
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.
|
||||
|
C-1
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 consider 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: | ||||
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. |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
C-2 |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
C-3 |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
C-4 |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
C-5 |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
C-6 |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
C-7 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10-20125 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 Ireland
Limited, registered in Ireland with company number 145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved.
ID181820-3003736.2.1.GLB.RTL 0320 Exp. Date: 03/31/2021
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
C-8 |
|
||||||
|
||||||
C-9 |
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 overrides of Guidelines, 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.
|
||||
Endnotes |
1 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. |
|
|
|||||
|
Managing Conflicts of Interest Arising From State Street Global Advisors Proxy Voting and Engagement Activity |
|||||
C-10 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10 - 20125 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 Ireland
Limited, registered in Ireland with company number 145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved.
ID178863-3002323.1.1.GBL.RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Managing Conflicts of Interest Arising From State Street Global Advisors Proxy Voting and Engagement Activity |
|||||
C-11 |
Insights |
||||
Asset Stewardship
March 2020 |
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 Boards (SASB) Industry Standards |
||||
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) or the Global Reporting Initiative |
||||
Our proprietary R-FactorTM1 score |
|
||||||
|
||||||
C-12 |
|
|
|||||
|
Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues | |||||
C-13 |
|
|
|||||
|
Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues | |||||
C-14 |
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 Maryah Island, Abu Dhabi, United Arab Emirates.
Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered
offi Level 15, 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 offi of State Street Global Advisors Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised and regulated by the Central Bank of Ireland, and whose registered offi is at 78 Sir John Rogersons Quay, Dublin 2. Canada: State Street Global Advisors, Ltd., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai: State Street Global Advisors
Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th fl ), 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, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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 offi 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.
Authorised 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 offi 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, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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 offi is at Via Ferrante Aporti, 10 - 20125 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 fl Herikerbergweg 29 1101 CN Amsterdam, Netherlands. T: 31 20 7181701. SSGA Netherlands is a branch offi of State Street Global Advisors Ireland Limited, registered in
Ireland with company number 145221, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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). T: +65 6826-7555. F: +65 6826-7501.
Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No.
5776591 81. Registered offi 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved. ID179700-3002028.1.1.GBL
.RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues | |||||
C-15 |
Insights Asset Stewardship
March 2020 |
Proxy Voting and Engagement Guidelines: Australia and New Zealand
|
|||
State Street Global Advisors Australia and New Zealand Proxy Voting and Engagement Guidelines1 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, which provide a detailed explanation of our approach to voting and engaging with companies and State Street Global Advisors Conflict Mitigation 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.
|
||||
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. |
|
||||||
|
||||||
C-16 |
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 |
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. |
|||
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
C-17 |
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 voting on the election or re-election of a director, we also consider the number of outside board directorships that a non-executive and an executive may undertake. Thus, we may withhold votes from board chairs and lead independent directors who sit on more than three public company boards, and from non-executive directors who hold more than four public company board mandates. We may also take voting action against named executive officers who undertake more than two public board memberships. We also consider attendance at board meetings and may withhold votes from directors who attend less than 75% of board meetings without appropriate explanation or providing reason for their failure to meet the attendance threshold. 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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
C-18 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
C-19 |
Shareholder Rights and Capital- Related Issues Share Issuances
|
||||
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 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 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
C-20 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
C-21 |
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.
|
|||||
Endnotes |
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 R-FactorTM is a scoring system created by SSGA that measures the performance of a companys business operations and governance as it relates to financially material ESG factors facing the companys industry. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
C-22 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10-20125 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 Ireland |
Limited, registered in Ireland with company number 145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation. All Rights Reserved. ID178858-3001282.1.1.GBL.RTL 0320 Exp. Date: 03/31/2021 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
C-23 |
Insights |
||||
Asset Stewardship
March 2020 |
Proxy Voting and Engagement Guidelines: Europe | |||
State Street Global Advisors European Proxy Voting and Engagement Guidelines1 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, which provide a detailed explanation of our approach to voting and engaging with companies, and State Street Global Advisors Conflict Mitigation 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, as well as environmental, social and other governance-related issues. | ||||
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. |
|
||||||
|
||||||
C-24 |
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. | ||||
|
State Street Global Advisors is a signatory to the United Nations Principles for 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 | 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. | |||
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. |
||||
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 |
||||
Serving as an employee or government representative and |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-25 |
Overall average board tenure and individual director tenure at issuers with classified and de-classified boards, respectively |
||||
Company classification of a director as non-independent |
||||
While overall board independence requirements and board structures differ from market to market, we consider voting against directors we deem non-independent 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 may withhold support for a proposal to discharge the board if a company fails to meet adequate governance standards or board level independence. | ||||
We also assess the division of responsibilities between chair 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. However, we may take voting action against the chair or members of the nominating committee at the STOXX Europe 600 companies that have combined the roles of chair and CEO and have not appointed an independent deputy chair or a lead independent director. | ||||
When voting on 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. Thus, we may withhold votes from board chairs and lead independent directors who sit on more than three public company boards, and from non-executive directors who hold more than four public company board mandates. We may also take voting action against named executive officers who undertake more than two public board memberships. | ||||
We also consider attendance at board meetings and may withhold votes from directors who attend less than 75% of board meetings without appropriate explanation or providing reason for their failure to meet the attendance threshold . 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. Moreover, 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. | ||||
Further, we expect boards of STOXX Europe 600 listed companies to have at least one female board member. If a company fails to meet this expectation, State Street Global Advisors may vote against the Chair of the boards nominating committee or the board leader in the absence of a nominating committee, if necessary. | ||||
Although we generally are in favour of the annual election of directors, we recognise 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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-26 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-27 |
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 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 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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-28 |
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 interest 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: | ||||
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. |
||||
|
|
|||
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 anti-takeover 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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-29 |
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, 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 sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-30 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-31 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10 - 20125 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 Ireland Limited, registered in Ireland with company number
145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved.
ID178878-3001282.1.1 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-32 |
|
||||||
|
||||||
C-33 |
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 |
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. |
|||
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. If a company fails to meet this expectation, State Street Global Advisors may vote against the Chair of the boards nominating committee or the board leader in the absence of a nominating committee, if necessary. | ||||
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
C-34 |
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, 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 |
||||
State Street Global Advisors may take voting action against board members at companies on the TOPIX 100 that are laggards based on their R-FactorTM scores2 and cannot articulate how they plan to improve their score. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
C-35 |
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 |
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
C-36 |
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 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
C-37 |
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.
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.
|
|||
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.
|
|||
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.
|
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
C-38 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
C-39 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10 - 20125 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 Ireland Limited, registered in Ireland with company number
145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)4424570 00. F: +41 (0)442457016. United Kingdom: State Street Global Advisors Limited. Authorised 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: 02033956000. F: 02033956350. United States: State Street Global Advisors, One Iron Street, Boston, MA 02210 -1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved. ID178876-3001933.1.1.GBL.RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
C-40 |
Insights |
||||
Asset Allocation
March 2020 |
Proxy Voting and Engagement Guidelines: North America |
|||
State Street Global Advisors North America Proxy Voting and Engagement Guidelines1 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. | ||||
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). |
||||
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. |
|
||||||
|
||||||
C-41 |
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 |
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. |
|||
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. | ||||
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-42 |
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 consider 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 |
||||
NEOs of a public company who sit on more than two public company boards |
||||
Board chairs or lead independent directors who sit on more than three public company boards |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-43 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-44 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-45 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-46 |
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-47 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-48 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-49 |
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 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-50 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-51 |
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 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-52 |
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.
|
|||||
Endnotes |
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 R-FactorTM is a scoring system created by SSGA that measures the performance of a companys business operations and governance as it relates to financially material ESG factors facing the companys industry.
3 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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-53 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10-20125 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 Ireland
Limited, registered in Ireland with company number 145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved.
ID178872-3001365.1.1.GBL.RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-54 |
Insights |
||||
Asset Stewardship | Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||
March 2020 |
||||
State Street Global Advisors United Kingdom and Ireland Proxy Voting and Engagement Guidelines1 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. | ||||
|
|
|||
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. | ||||
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 that obtain a primary listing on the London Stock Exchange or the Irish Stock Exchange, regardless of domicile, 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. |
|
||||||
|
||||||
C-55 |
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 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 for 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 | 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. | |||
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. | ||||
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 |
||||
Company classification of a director as non-independent |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
C-56 |
When voting on 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. Thus, we may withhold votes from board chairs and lead independent directors who sit on more than three public company boards, and from non-executive directors who hold more than four public company board mandates. We may also take voting action against Named Executive Officers who undertake more than two public board memberships. |
||||
We also consider attendance at board meetings and may withhold votes from directors who attend less than 75% of board meetings in a given year without appropriate explanation or providing reason for their failure to meet the attendance threshold. 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. | ||||
Further, we expect boards of FTSE 350 listed companies to have at least one female board member. If a company fails to meet this expectation, State Street Global Advisors may vote against the chair of the boards nominating committee or the board leader in the absence of a nominating committee, if necessary. Additionally, if a company fails to meet this expectation for four consecutive years, State Street Global Advisors may vote against all incumbent members of the nominating committee. | ||||
While we are generally supportive of having the roles of chair and CEO separated in the UK market, we assess the division of responsibilities between chair 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 chair/CEO is appointed or a former CEO becomes chair. | ||||
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
C-57 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
C-58 |
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
C-59 |
|
|
|||
Notice Period to Convene a General Meeting | We expect companies to give as much notice as is practicable when calling a general meeting. Generally, we are not supportive of authorizations seeking to reduce the notice period to 14 days. | |||
|
||||
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. | |||
|
|
|||
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 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
C-60 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
C-61 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered offi Level 15, 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 offi of State Street Global Advisors Ireland 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 offi is at 78 Sir John Rogersons Quay, Dublin 2. Canada: State Street Global Advisors, Ltd., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai: State Street Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th fl ), 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 offi 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 offi 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 offi 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 offi 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 offi is at Via Ferrante Aporti, 10 -20125 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 fl Herikerbergweg 29 1101 CN Amsterdam, Netherlands. T: 31 20 7181701. SSGA Netherlands is a branch offi 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 offi 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). 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
2457016. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 577659181. Registered offi 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 02210-1641. T: +1 617 786 3000.
The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investors particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor.
All information has been obtained from sources believed to be reliable, but its accuracy is not guaranteed. There is no representation or warranty as to the current accuracy, reliability or completeness of, nor liability for, decisions based on such information.
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.
© 2020 State Street Corporation.
All Rights Reserved.
ID178865-3002357.1.1.GBL.
RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
C-62 |
Insights |
||||
Asset Stewardship
March 2020 |
Proxy Voting and Engagement Guidelines: Rest of the World | |||
State Street Global Advisors Rest of the World Proxy Voting and Engagement Guidelines1 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.
|
||||
At State Street Global Advisors, we recognize that markets not covered under specific country/ regional guidelines, specifically emerging markets, are disparate in their corporate governance frameworks and practices. While they 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. 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.
|
||||
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 increase the 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 |
|
||||||
|
||||||
C-63 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Rest of the World | |||||
C-64 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Rest of the World | |||||
C-65 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Rest of the World | |||||
C-66 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Rest of the World | |||||
C-67 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered offi Level 15, 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 offi of State Street Global Advisors Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised and regulated by the Central Bank of Ireland, and whose registered offi is at 78 Sir John Rogersons Quay, Dublin 2. Canada: State Street Global Advisors, Ltd., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, Toronto, Ontario M5C 3G6. T: +647
775 5900. Dubai: State Street Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th fl ), 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, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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 offi 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. Authorised 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 offi 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, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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 offi is at Via Ferrante Aporti, 10 - 20125 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 fl Herikerbergweg 29 1101 CN Amsterdam, Netherlands. T: 31 20 7181701. SSGA Netherlands is a branch offi of State Street
Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 5776591 81. Registered offi 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved.
ID178868-3002453.1.1.GBL
.RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Rest of the World | |||||
C-68 |
STATE STREET INSTITUTIONAL INVESTMENT TRUST
(the Trust)
One Iron Street
Boston, Massachusetts 02210
STATEMENT OF ADDITIONAL INFORMATION
April 30, 2020
STATE STREET ESG LIQUID RESERVES FUND
Institutional Class (ELFXX)
Administration Class (ESBXX)
Investment Class (ELGXX)
Investor Class (ENVXX)
Premier Class (ELRXX)
This Statement of Additional Information (SAI) relates to the prospectus dated April 30, 2020 as may be revised and/or supplemented from time to time thereafter for the State Street ESG Liquid Reserves Fund (the Prospectus).
The SAI is not a prospectus and should be read in conjunction with the Prospectus. A copy of the 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 Funds audited financial statements for the period December 4, 2019, the commencement of operations, through December 31, 2019, including the independent registered public accounting firm report 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.
SSIITESGSAI
3 | ||||
4 | ||||
4 | ||||
17 | ||||
26 | ||||
27 | ||||
27 | ||||
33 | ||||
34 | ||||
35 | ||||
35 | ||||
45 | ||||
45 | ||||
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 Aggregate Bond Index Fund; |
|
State Street Aggregate Bond Index Portfolio; |
|
State Street Cash Reserves Fund; |
|
State Street Cash Reserves Portfolio; |
|
State Street Defensive Global Equity Fund; |
|
State Street Emerging Markets Equity Index Fund; |
|
State Street Equity 500 Index Fund; |
|
State Street Equity 500 Index II Portfolio; |
|
State Street ESG Liquid Reserves Fund; |
|
State Street Global All Cap Equity ex-U.S. Index Fund; |
|
State Street Global All Cap Equity ex-U.S. Index Portfolio; |
|
State Street Hedged International Developed Equity Index Fund; |
|
State Street 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 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 2065 Fund; |
|
State Street Treasury Obligations Money Market Fund; |
|
State Street Ultra Short Term Bond Fund; and |
|
State Street Ultra Short Term Bond Portfolio. |
The Trust includes the following non-diversified series:
|
State Street China Equity Select Fund; |
|
State Street International Value Spotlight Fund. |
3
The Fund is a feeder fund (the Feeder Fund) and seeks to achieve its investment objective by investing substantially all of its investable assets in State Street ESG Liquid Reserves Portfolio (the Portfolio), a master portfolio in State Street Master Funds that has substantially similar investment strategies to those of the Feeder Fund.
DESCRIPTION OF THE FUND AND ITS INVESTMENTS AND RISKS
The Funds Prospectus contains information about its investment objective and policies. This SAI should only be read in conjunction with the Prospectus of the Fund.
In addition to the principal investment strategies and the principal risks of the Fund described in the Funds Prospectus, the Fund may employ other investment practices and may be subject to additional risks, which are described below. In reviewing these practices of the Feeder Fund, you should assume that the practices of the Portfolio are the same in all material respects.
Additional Information Concerning Sustainalytics
Sustainalytics proprietary information may not be reproduced, used, disseminated, modified nor published in any manner without the express written consent of Sustainalytics. Nothing provided by Sustainalytics shall be construed as to make a representation or warranty, express or implied, regarding the advisability to invest in or include companies in investable universes and/or portfolios. The Sustainalytics information is provided as is and, therefore Sustainalytics assumes no responsibility for errors or omissions. Sustainalytics accepts no liability for damage arising from the use of their information in any manner whatsoever.
ADDITIONAL INVESTMENTS AND RISKS
To the extent consistent with its investment objective and restrictions, the 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. 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 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.
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 is not a member of a clearing house, and only members of a clearing house can participate directly in the clearing house, the Portfolio holds 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
4
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 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 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. 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.
Market Turbulence Resulting from COVID-19
An outbreak of a respiratory disease caused by a novel coronavirus first detected in China in December 2019 has spread globally in a short period of time. In an organized attempt to contain and mitigate the effects of the spread of the coronavirus known as COVID-19, governments and businesses world-wide have taken aggressive measures, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations. COVID-19 has resulted in the disruption of and delays in the delivery of healthcare services and processes, the cancellation of organized events and educational institutions, the disruption of production and supply chains, a decline in consumer demand for certain goods and services, and general concern and uncertainty, all of which have contributed to increased volatility in global markets. The effects of COVID-19 will likely affect certain sectors and industries more dramatically than others, which may adversely affect the value of a Funds investments in those sectors or industries. COVID-19, and other epidemics and pandemics that may arise in the future, could adversely affect the economies of many nations, the global economy, individual companies and capital markets in ways that cannot be foreseen at the present time. In addition, the impact of infectious diseases in developing or emerging market countries may be greater due to limited health care resources. Political, economic and social stresses caused by COVID-19 also may exacerbate other pre-existing political, social and economic risks in certain countries. The duration of COVID- 19 and its effects cannot be determined at this time, but the effects could be present for an extended period of time.
5
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.
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.
In addition, in November 2019, the SEC issued a release re-proposing a rule under the 1940 Act providing for the regulation of registered investment companies use of derivatives and certain related instruments. The ultimate impact, if any, of possible regulation remains unclear, but the proposed rule, if adopted, could, among other things, restrict the Portfolios ability to engage in derivatives transactions and/or increase the costs of such derivatives transactions such that the Portfolio may be unable to implement its investment strategy.
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.
6
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 Fund may invest in forward commitments. The 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. The 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 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 the 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 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.
7
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) has adopted the following liquidity policies:
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.
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 shareholders subject to such tax.
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, epidemics or pandemics 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 Economic and Monetary Union of the European (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. At a referendum in June 2016, the United Kingdom (the U.K.) voted to leave the European Union (E.U.) thereby initiating the British exit from the E.U. (commonly known as Brexit). In March 2017, the U.K. formally notified the European Council of the U.K.s intention to withdraw from the E.U. pursuant to Article 50 of the Treaty on European Union. This formal notification began a multi-year period of negotiations regarding the terms of the U.K.s exit from the E.U., which formally occurred on January 31, 2020. A transition period will take place following the U.K.s exit where the U.K. will remain subject to E.U. rules but will have no role in the E.U. law-making process. During this transition period, U.K. and E.U. representatives will be negotiating the precise terms of their future relationship. There is still considerable uncertainty relating to the potential consequences associated with the exit, how the negotiations for the withdrawal and new trade agreements will be conducted, and whether the U.K.s
8
exit will increase the likelihood of other countries also departing the E.U. Brexit may have a significant impact on the U.K., Europe, and global economies, which may result in increased volatility and illiquidity, and potentially lower economic growth in markets in the U.K., Europe and globally, which may adversely affect the value of the 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 the Fund.
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 U.K.s 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.
The elimination of LIBOR may adversely affect the interest rates on, and value of, certain investments for which the value is tied to LIBOR. Such investments may include bank loans, derivatives, floating rate securities, and other assets or liabilities tied to LIBOR. Actions by regulators have resulted in the establishment of alternative reference rates to LIBOR in most major currencies. The U.S. Federal Reserve, based on the recommendations of the New York Federal Reserves Alternative Reference Rate Committee (comprised of major derivative market participants and their regulators), has begun publishing a Secured Overnight Funding Rate (SOFR), that is intended to replace U.S. dollar LIBOR. Proposals for alternative reference rates for other currencies have also been announced or have already begun publication. Markets are slowly developing in response to these new rates. Questions around liquidity impacted by these rates, and how to appropriately adjust these rates at the time of transition, remain a concern for the Fund.
The effect of any changes to, or discontinuation of, LIBOR on the Fund will vary depending, among other things, on (1) existing fallback or termination provisions in individual contracts and (2) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new products and instruments. Accordingly, it is difficult to predict the full impact of the transition away from LIBOR on the Fund until new reference rates and fallbacks for both legacy and new products, instruments and contracts are commercially accepted.
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.
Mortgage-Related Securities
The 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
9
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 the 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.
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 the 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.
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
10
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.
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 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 the Portfolios restriction on investments in illiquid securities will be determined in accordance with procedures established by the Board of Trustees.
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 (NAV) 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.
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.
Private Placements and Restricted Securities
The Portfolio may invest in securities that are purchased in private placements and, accordingly, are subject to restrictions on resale as a matter of contract or under federal securities laws. While such private placements may offer attractive opportunities for investment not otherwise available on the open market, the securities so purchased are often restricted securities, i.e., securities which cannot be sold to the public without registration under the Securities Act of 1933 (the Securities Act) or the availability of an exemption from registration (such as Rules 144 or 144A), or which are not readily marketable because they are subject to other legal or contractual delays in or restrictions on resale. Generally speaking, restricted securities may be sold only to qualified institutional buyers, or in a privately negotiated transaction to a limited number of purchasers, or in limited quantities after they have been held for a specified period of time and other conditions are met pursuant to an exemption from registration, or in a public offering for which a registration statement is in effect under the Securities Act.
Because there may be relatively few potential purchasers for such investments, especially under adverse market or economic conditions or in the event of adverse changes in the financial condition of the issuer, the Portfolio could find it more difficult to sell such securities when the Adviser believes it advisable to do so or may be able to sell such securities only at prices lower than if such securities were more widely held. Market quotations for such securities are generally less readily available than for publicly traded securities. The absence of a trading market can make it difficult to ascertain a market value for such securities for purposes of computing the Portfolios net asset value, and the judgment of the Adviser may at times play a greater role in valuing these securities than in the case of publicly traded securities. Disposing of such securities, which may be illiquid investments, can involve time-
11
consuming negotiation and legal expenses, and it may be difficult or impossible for the Portfolio to sell them promptly at an acceptable price. The Portfolio may have to bear the extra expense of registering such securities for resale and the risk of substantial delay in effecting such registration.
The Portfolio may be deemed to be an underwriter for purposes of the Securities Act when selling restricted securities to the public, and in such event the Portfolio may be liable to purchasers of such securities if the registration statement prepared by the issuer, or the prospectus forming a part of it, is materially inaccurate or misleading.
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.
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.
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 Portfolios will only invest in commercial paper rated at the time of purchase not less than Prime-1 by Moodys, A-1 by S&P or F-1 by Fitch Ratings. See Appendix A for more information on the ratings of debt instruments.
Tender Option Bonds
A tender option is a municipal obligation (generally held pursuant to a custodial arrangement) having a relatively long maturity and bearing interest at a fixed rate substantially higher than prevailing short-term tax exempt rates, that has been coupled with the agreement of a third party, such as a bank, broker-dealer or other financial institution, pursuant to which such institution grants the security holders the option, at periodic intervals, to tender their securities to the institution and receive the face value thereof. As consideration for providing the option, the financial institution receives periodic fees equal to the difference between the municipal obligations fixed coupon rate and the rate, as determined by a remarketing or similar agent at or near the commencement of such period, that would cause the securities, coupled with the tender option, to trade at par on the date of such determination. Thus, after
12
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.
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 each 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. 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. Variable rate obligations will be deemed to have a maturity equal to the period remaining until the next readjustment of the interest rate.
13
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 its 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 the Fund 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 qualification of the Fund for treatment as a regulated investment company (RIC) under the Internal Revenue Code of 1986, as amended (the Code), the Portfolio or the Fund 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 its 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 Portfolio in which the Fund invests has substantially the same investment restrictions as the Fund. In reviewing the description of the Funds investment restrictions below, you should assume that the investment restrictions of the Portfolio are the same in all material respects as those of the Fund.
The Trust has adopted the following fundamental investment restrictions with respect to the Fund, 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 may borrow money and issue senior securities to the extent consistent with applicable law from time to time. |
14
2. |
The Fund may make loans, including to affiliated investment companies, to the extent consistent with applicable law from time to time. |
3. |
The Fund may purchase or sell commodities to the extent consistent with applicable law from time to time. |
4. |
The Fund may purchase, sell or hold real estate to the extent consistent with applicable law from time to time. |
5. |
The Fund may underwrite securities to the extent consistent with applicable law from time to time. |
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), 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 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 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. 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 the 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.
Additional Information
Fundamental Investment Restrictions (1) through (6), as numbered above limit the 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 the 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 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.
15
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 the 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 Funds 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 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 generally will post on its website (or, in the case of the Portfolio, on the 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 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. The 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.
Information about the 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 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 no later than its next regularly scheduled quarterly meeting.
16
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 Fund 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 Fund 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 Mr. 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
|
OTHER DIRECTORSHIPS HELD BY TRUSTEE
DURING PAST
|
|||||
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). |
67 | Director, the Holland Series Fund, Inc.; Director, The China Fund, Inc.(1992-2017); Director, The Taiwan Fund, Inc. (2007-2017); Director, Reaves Utility Income Fund, Inc.; and Director, Blackstone/GSO Loans (and Real Estate) Funds. |
17
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
|
OTHER DIRECTORSHIPS HELD BY TRUSTEE
DURING PAST
|
|||||
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). | 67 | 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. |
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
|
OTHER DIRECTORSHIPS HELD BY TRUSTEE
DURING PAST
|
|||||
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). |
67 | None. | |||||
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 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). | 49 | 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). | 67 | None. |
20
NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS AND RELEVANT EXPERIENCE |
NUMBER OF
|
OTHER DIRECTORSHIPS HELD BY TRUSTEE
DURING PAST
|
|||||
INTERESTED TRUSTEE(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 | Chairman, SSGA Funds Management, Inc. (March 2020 present); President and Director, SSGA Funds Management, Inc. (2001 present)*; Senior Managing Director, State Street Global Advisors (1992 present)*; Manager, State Street Global Advisors Funds Distributors, LLC (May 2017 present).* | 67 | None. |
|
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 individual listed below is a Trustee who is an interested person, as defined in the 1940 Act, of the Trusts (Interested Trustee). |
(2) |
Ms. Needham is an Interested Trustee because of her employment by SSGA FM, an affiliate of the Trust. |
The following lists the principal officers for the Trust and State Street Master Funds, as well as their mailing addresses and ages, positions with the Trusts and length of time served, and present and principal occupations:
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 |
|||
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 2013 Present); Senior Vice President and Global Head of Investment Compliance, BofA Global Capital Management (September 2010 May 2013). | |||
Sean OMalley SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1969 |
Chief Legal Officer |
Term: Indefinite Elected: 8/19 |
Senior Vice President and Deputy General Counsel, State Street Global Advisors (November 2013 present). | |||
Andrew DeLorme SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1975 |
Secretary |
Term: Indefinite Elected: 8/19 |
Vice President and Senior Counsel, State Street Global Advisors (April 2016 present); Vice President and Counsel, State Street Global Advisors (August 2014 March 2016). | |||
Kevin Morris SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1982 |
Assistant Secretary |
Term: Indefinite Elected: 8/19 |
Vice President and Senior Counsel, State Street Global Advisors (April 2019 present); Vice President and Counsel, State Street Global Advisors (January 2016 April 2019); Director, Asset Management Compliance, Fidelity Investments (June 2015 January 2016); Senior Compliance Advisor, Asset Management Compliance, Fidelity Investments (June 2012 June 2015). |
22
David Urman SSGA Funds Management, Inc One Iron Street Boston, MA 02210 YOB: 1985 |
Assistant Secretary |
Term: Indefinite Elected: 8/19 |
Vice President and Senior Counsel, State Street Global Advisors (April 2019 present); Vice President and Counsel, State Street Global Advisors (August 2015 April 2019); Associate, Ropes & Gray LLP (November 2012 August 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 23 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 20 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 State Street Institutional Investment Trust, State Street Master Funds, 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 a manager of 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 State Street Institutional Investment Trust, State Street Master Funds, 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 39 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 20 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 State Street Institutional Investment Trust, State Street Master Funds, Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
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 the Trust for 31 years and possesses significant experience regarding the operations and history of the Trust. Mr. Riley serves as a Trustee of the State Street Institutional Investment Trust, State Street Master Funds, Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
23
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 31 years and possesses significant experience regarding the operations and history of the Trust. Mr. Shirk serves as a Trustee of the State Street Institutional Investment Trust, State Street Master Funds, 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 the Trust for 28 years and possesses significant experience regarding the operations and history of the Trust. Mr. Taber also serves as a Trustee of the State Street Institutional Investment Trust, State Street Master Funds and 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 24 years and possesses significant experience regarding the Trusts operations and history. Mr. Jesse serves as a Trustee of the State Street Institutional Investment Trust, State Street Master Funds, 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 QLCC).
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, 2019, 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, 2019, the Governance Committee held two meetings and Nominating Committee held one 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, 2019, the Valuation Committee held four meetings.
24
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, 2019, 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, who is an employee of the Adviser, serves as a Trustee and as President of the Trust. The Board believes that this leadership structure is appropriate, since Ms. Needham provides 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 Fund, 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 Fund. 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, 2019 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, 2019.
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 |
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 |
None | None | ||||||
Michael A. Jessee |
None | None | ||||||
Name of Interested Trustees |
||||||||
James E. Ross(1) |
None | Over $100,000 | ||||||
Ellen M. Needham |
None | None |
1. |
Mr. Ross resigned as a Trustee on March 27, 2020. |
25
Trustee Compensation
Independent Trustees are compensated on a calendar year basis. Any Trustee who is deemed to be an interested person (as defined in the 1940 Act) of the Funds does not receive compensation from the Funds for his or her service as a Trustee. As of January 1, 2020, 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. (together, the Fund Entities), a $210,000 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 Co-Chairpersons receive an additional $60,000 annual retainer. The annual base retainer paid to Mr. Taber is $197,400 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. As of January 1, 2020, the total annual compensation paid to the Independent Trustees (other than telephonic and special meeting fees) will be allocated to each Fund Entity as follows: 50% will be allocated to each Fund Entity or, if applicable, each series thereof, equally based on the number of Fund Entities; and 50% will be allocated among the Fund Entities or, if applicable, each series based on relative net assets excluding, however, any feeder fund that invests in a master fund that is a Fund Entity or series thereof. 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, 2019:
1. |
Mr. Ross resigned as a Trustee on March 27, 2020. |
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 Portfolio to the Adviser as part of the Advisers general management of the Portfolio, 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.
26
Shareholders may receive information regarding how the Fund 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 March 31, 2020, the Trustees and officers of the Trust owned in the aggregate less than 1% of the shares of each class of the Fund.
Persons or organizations owning 25% or more of the outstanding shares of the Fund 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 the Fund for their approval.
As of March 31, 2020, 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 any class of the Fund.
Name and Address |
Percentage | |||
State Street ESG Liquid Reserves Fund- Institutional Class |
||||
SSGA Private Funds LLC Attn: Fund Services Team 1 Lincoln Street Boston, MA 02111-2901 |
100 | % | ||
State Street ESG Liquid Reserves Fund- Investor Class |
||||
SSGA Private Funds LLC Attn: Fund Services Team 1 Lincoln Street Boston, MA 02111-2901 |
100 | % | ||
State Street ESG Liquid Reserves Fund- Premier Class |
||||
State Street Bank and Trust FBO Cash Sweep Clients Attn: Cash Sweep Clients 1200 Crown Colony DR CC13 Quincy, MA 02169-0938 |
89.07 | % |
As of March 31, 2020, 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 any class of the Fund.
Name and Address |
Percentage | |||
State Street ESG Liquid Reserves Fund- Premier Class |
||||
JP Morgan Chase Bank NA FBO Cisco Systems INC 4 Chase Metrotech Center 7th HFL Brooklyn, NY 11245-0003 |
10.93 | % |
Investment Advisory Agreement
The Adviser is responsible for the investment management of the Fund 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.
27
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 the 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 Fund, 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 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 the 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 the 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 the Fund is concerned. However, it is believed that the ability of the Fund to participate in volume transactions will produce better executions for the Fund.
The Fund currently invests all of its assets in the Portfolio, which has the same investment objectives and substantially the same investment policies as the Fund. As long as the Fund remains completely invested in the Portfolio (or any other investment company), the Adviser is not entitled to receive any investment advisory fee with respect to the Fund. The Fund may withdraw its investment from the Portfolio at any time. The Trust has retained the Adviser as investment adviser to manage the Funds assets in the event that the Fund withdraws its investment from the Portfolio.
The Adviser is also the investment adviser to the Portfolio pursuant to an investment advisory agreement (the Portfolio Advisory Agreement) between the Adviser and State Street Master Funds, on behalf of the Portfolio. The Adviser receives an investment advisory fee with respect to the Portfolio. The Portfolio Advisory Agreement is the same in all material respects as the Advisory Agreement between the Trust on behalf of the Fund and the Adviser. If the Fund invests in the Portfolio it will bear a proportionate part of the management fees paid by the Portfolio (based on the percentage of the Portfolios assets attributable to the Fund).
For the services provided under the Advisory Agreement and the Portfolio Advisory Agreement, the Fund pays the Adviser a fee at an annual rate of 0.05% of the Funds average daily net assets.
The advisory fees paid by the Portfolio to SSGA FM for period since the Portfolios commencement of operations (December 4, 2019) through December 31, 2019 was $ 35,403.
Total Annual Fund Operating Expense Waivers. The Adviser has contractually agreed with the Trust, through April 30, 2021, (i) to waive up to the full amount of the advisory fee payable by the Fund, and/or (ii) to reimburse the Fund for expenses to the extent that Total Annual Fund Operating Expenses (subject to certain exclusions as described in the Funds prospectus) exceed 0.07% of average daily net assets on an annual basis.
Voluntary Yield Waiver. Each of SSGA FM and SSGA FD (each a Service Provider) may reimburse expenses or waive fees to avoid negative yield (the Voluntary Reduction), or a yield below a specified level, for the Fund. Any such waiver or reimbursement would be voluntary and may be revised or cancelled at any time without notice. The Fund has agreed, subject to certain limitations, to reimburse the Service Provider for the full dollar amount of any Voluntary Reduction incurred after May 1, 2020. Each Service Provider may, in its sole discretion, irrevocably waive receipt of any or all reimbursement amounts due from the Fund, without limitation. For the year ended December 31, 2019, the Service Providers had not waived fees and/or reimbursed expenses under the Voluntary Reduction.
Administrator
SSGA FM serves as the administrator for the Fund 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 will generally, subject to the general oversight of the Trustees and except as
28
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 the Fund, and the 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, 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 to SSGA FM for the period since the Funds commencement of operations (December 4, 2019) through December 31, 2019 was $ 35,396.
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, 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.
The custodian fees and fund accounting fees paid by the Fund to State Street for the period since the Funds commencement of operations (December 4, 2019) through December 31, 2019 was $ 2,070.
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; 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 based on the average NAV 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 period since the Funds commencement of operations (December 4, 2019) through December 31, 2019 was $ 840.
Codes of Ethics
The Trust, the Adviser and SSGA FD have each adopted a code of ethics (together, the Codes of Ethics) as required by Rule 17j-1 under the 1940 Act, 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 (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 pursuant to the Distribution Agreement by and between SSGA FD and the Trust. Pursuant to the Distribution Agreement, the Fund pays 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.
29
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 Fund, SSGA FD will be entitled to receive any front-end sales load applicable to the sale of shares of the Fund. The 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 the 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 the 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, 2019 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:
Premier Class |
0.00 | % | ||
Investment Class |
0.10 | % | ||
Institutional Class |
0.00 | % | ||
Investor Class |
0.00 | % | ||
Administration Class |
0.05 | % |
The total Rule 12b-1 fees paid by the Fund to SSGA FD and other intermediaries since the commencement of operations (December 4, 2019), through December 31, 2019 are reflected in the chart below.
SSGA FD
Period Ended December 31, 20191 |
Other
Intermediaries Period Ended December 31, 20192 |
|||||||
Investment Class |
$ | 0.00 | $ | 0.00 | ||||
Administration Class |
$ | 0.00 | $ | 0.00 |
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 Fund. Because Rule 12b-1 fees are paid out of the 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.
30
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, Trust 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. 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 Fund at an annual rate (based on average net assets) as follows:
Premier Class |
None | % | ||
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 for the period since the commencement of operations (December 4, 2019) to December 31, 2019 are $3.00.
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.
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 NAV 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.
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.
31
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 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 the Fund are unavailable for purchase.
Set forth below is a list of those financial intermediaries to which SSGA FD (and its affiliates) expects, as of April 20, 2020, to 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 |
32
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. Sullivan & Worcester LLP, located at One Post Office Square, Boston, Massachusetts 02109, 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 2019 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.
BROKERAGE ALLOCATION AND OTHER PRACTICES
All portfolio transactions are placed on behalf of the 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 Fund pays 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 the 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; |
|
Availability of lendable securities; |
|
Sophistication of the trading counterpartys trading capabilities and infrastructure/facilities; |
33
|
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 the 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 Fund.
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 Fund 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 the Fund. Upon liquidation or dissolution of the Fund, investors are entitled to share pro rata in the Funds net assets available for distribution to its investors. Investments in the 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 the 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 the Fund or to facilitate a Trusts or the 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 the 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.
34
A Trust will not deviate from the foregoing policies in a manner that adversely affects the rights of shareholders of the Fund without the approval of a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the 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 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 Funds NAV per share will float. The Fund determines its NAV per share three times each business day at 9:00 am, 12:00 pm and 3:00 pm Eastern Time (ET) except for days when the NYSEs regular closing is prior to 3:00 pm ET, in which event the Fund determines its final NAV for the day at the earlier closing time (each time when the Fund determines its NAV per share is referred to herein as a Valuation Time). The Fund calculates its NAV to four decimal places.
The following discussion of U.S. federal income tax consequences of an investment in the Fund 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 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 the Portfolio and so substantially all of the Funds income will result from distributions or deemed distributions, or allocations, as the case may be, from the 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 the Portfolio, and, as applicable, the assets owned and the income earned by the Portfolio. See Tax Considerations Applicable to Fund as a Result of its Investment in a Portfolio Treated as a Partnership 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 to be treated as a 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
35
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 Funds 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 such failure, including by paying the Fund-level tax, paying interest or disposing of certain assets. If the Fund were ineligible to or otherwise did not cure such failure for any year, or if the 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.
36
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.
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 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 and the Portfolio level. The Fund does 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 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.
37
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 NAV 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 NAV also reflects unrealized losses.
In order for some portion of the dividends received by the Fund 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 Funds shares. 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 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 allocated to the Fund by 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 for the taxable year. A dividend so allocated 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. Additionally, 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 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 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, 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 the Fund is eligible to pass through tax credits to shareholders, the Fund may choose not to do so.
38
Tax Considerations Applicable to the Fund as a Result of its Investment in Portfolio Treated as Partnership
The Fund expects to invest substantially all of its investable assets in a corresponding Portfolio that is treated as a partnership for U.S. federal income tax purposes. As a result, the nature and character of the Funds income, gains, losses and deductions will generally be determined at the Portfolio level and the Fund will be allocated its share of Portfolio income and gains. As applicable, references to income, gains, losses and deductions of the 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 the Fund will be to the Funds allocable share of the assets of the Portfolio.
The Fund may be required to redeem a portion of its interest in the 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 Portfolio interests that have generated losses. A wash sale occurs if equity interests of an issuer are sold by the 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 the Funds hands on interests in the Portfolio (to the extent such sales are wash sales) for extended (and, in certain cases, potentially indefinite) periods of time.
Investments in Other RICs.
If 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 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 the 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.
The foregoing rules may cause the tax treatments 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 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.
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 the Funds income and required to be distributed by the Fund over the term of the debt obligation, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt obligation. In addition, payment-in-kind obligations will give rise to income which is required to be distributed and is taxable even though the Fund holding the obligation receives no interest payment in cash on the obligation during the year.
Some debt obligations with a fixed maturity date of more than one year from the date of issuance that are acquired in the secondary market by the 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, the 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 the 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
39
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 issued proposed regulations providing that this rule does not apply to the accrual of market discount. If this rule were to apply to the accrual of market discount the 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 the 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 the 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 the 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 the 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 the 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 the 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 the Fund may take deductions for bad debts or worthless securities; and how the Fund should allocate payments received on obligations in default between principal and income. These and other related issues will be addressed by the 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 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 the 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 the 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 the 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 the 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.
40
Because it is not always possible to identify a foreign corporation as a PFIC, the Fund may incur the tax and interest charges described above in some instances.
Options and Futures. In general, option premiums received by the 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 the 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 the 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 the 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 the Fund expires unexercised, the Fund generally will recognize short-term gain equal to the premium received.
The 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 the 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 the 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 the 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, the 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 the 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 the Fund has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a RIC and avoid the Fund-level tax.
Book-Tax Differences. Certain of the 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 the 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 the 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.
41
Foreign Taxation
The 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
The 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 the 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 the 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 the Fund. CRTs are urged to consult their tax advisors concerning the consequences of investing in the Fund.
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.
42
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 the Fund using such method of accounting will recognize gain or loss with respect to the 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 disposition will not apply to redemptions of shares in a so-called floating NAV money market fund, such as the Fund. Shareholders of the Fund are urged to consult their own tax advisors regarding their investment in the Fund.
Upon the redemption or exchange of shares of the 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 the Fund should consult their tax advisors concerning the tax consequences of ownership of shares in the Fund. Distributions by the 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 the 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 the 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 the 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 the 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 the 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).
43
Foreign shareholders with respect to whom income from the 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 the 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. The 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 the Fund is a QIE. If an interest in the 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 the 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 generally does not expect that it will be a QIE.
Foreign shareholders of the 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 the 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 the 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 the 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 the 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 the 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
44
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 the Fund pays. If a payment by the 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 pays 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 the 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 period December 4, 2019, the commencement of operations, through December 31, 2019 for the Fund are included in the Annual Report of the Trust (the Annual Report), which was filed with the SEC on March 6, 2020 as part of the Trusts filing on Form N-CSR (SEC Accession No. 0001193125-20-064502) and are incorporated into this SAI by reference. The Annual Report is available, without charge, upon request, by calling (877) 521-4083
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.
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.
A-3
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. |
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.
A-4
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. |
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.
B-1
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 Fund 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
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 this Funds, the Adviser may retain investment management firms (Sub-advisers) to provide day-to-day investment management services to the Fund 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 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-2
APPENDIX C ADVISERS PROXY VOTING PROCEDURES AND GUIDELINES
Insights Asset Stewardship
March 2020 |
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
|
||||
|
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.
|
||||
|
C-1
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 consider 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: | ||||
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. |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
C-2 |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
C-3 |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
C-4 |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
C-5 |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
C-6 |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
C-7 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10-20125 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 Ireland
Limited, registered in Ireland with company number 145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved.
ID181820-3003736.2.1.GLB.RTL 0320 Exp. Date: 03/31/2021
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
C-8 |
|
||||||
|
||||||
C-9 |
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 overrides of Guidelines, 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.
|
||||
Endnotes |
1 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. |
|
|
|||||
|
Managing Conflicts of Interest Arising From State Street Global Advisors Proxy Voting and Engagement Activity |
|||||
C-10 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10 - 20125 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 Ireland
Limited, registered in Ireland with company number 145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved.
ID178863-3002323.1.1.GBL.RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Managing Conflicts of Interest Arising From State Street Global Advisors Proxy Voting and Engagement Activity |
|||||
C-11 |
Insights |
||||
Asset Stewardship
March 2020 |
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 Boards (SASB) Industry Standards |
||||
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) or the Global Reporting Initiative |
||||
Our proprietary R-FactorTM1 score |
|
||||||
|
||||||
C-12 |
|
|
|||||
|
Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues | |||||
C-13 |
|
|
|||||
|
Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues | |||||
C-14 |
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 Maryah Island, Abu Dhabi, United Arab Emirates.
Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered
offi Level 15, 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 offi of State Street Global Advisors Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised and regulated by the Central Bank of Ireland, and whose registered offi is at 78 Sir John Rogersons Quay, Dublin 2. Canada: State Street Global Advisors, Ltd., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai: State Street Global Advisors
Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th fl ), 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, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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 offi 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.
Authorised 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 offi 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, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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 offi is at Via Ferrante Aporti, 10 - 20125 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 fl Herikerbergweg 29 1101 CN Amsterdam, Netherlands. T: 31 20 7181701. SSGA Netherlands is a branch offi of State Street Global Advisors Ireland Limited, registered in
Ireland with company number 145221, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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). T: +65 6826-7555. F: +65 6826-7501.
Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No.
5776591 81. Registered offi 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved. ID179700-3002028.1.1.GBL
.RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues | |||||
C-15 |
Insights Asset Stewardship
March 2020 |
Proxy Voting and Engagement Guidelines: Australia and New Zealand
|
|||
State Street Global Advisors Australia and New Zealand Proxy Voting and Engagement Guidelines1 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, which provide a detailed explanation of our approach to voting and engaging with companies and State Street Global Advisors Conflict Mitigation 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.
|
||||
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. |
|
||||||
|
||||||
C-16 |
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 |
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. |
|||
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
C-17 |
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 voting on the election or re-election of a director, we also consider the number of outside board directorships that a non-executive and an executive may undertake. Thus, we may withhold votes from board chairs and lead independent directors who sit on more than three public company boards, and from non-executive directors who hold more than four public company board mandates. We may also take voting action against named executive officers who undertake more than two public board memberships. We also consider attendance at board meetings and may withhold votes from directors who attend less than 75% of board meetings without appropriate explanation or providing reason for their failure to meet the attendance threshold. 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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
C-18 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
C-19 |
Shareholder Rights and Capital- Related Issues Share Issuances
|
||||
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 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 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
C-20 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
C-21 |
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.
|
|||||
Endnotes |
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 R-FactorTM is a scoring system created by SSGA that measures the performance of a companys business operations and governance as it relates to financially material ESG factors facing the companys industry. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
C-22 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10-20125 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 Ireland |
Limited, registered in Ireland with company number 145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation. All Rights Reserved. ID178858-3001282.1.1.GBL.RTL 0320 Exp. Date: 03/31/2021 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
C-23 |
Insights |
||||
Asset Stewardship
March 2020 |
Proxy Voting and Engagement Guidelines: Europe | |||
State Street Global Advisors European Proxy Voting and Engagement Guidelines1 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, which provide a detailed explanation of our approach to voting and engaging with companies, and State Street Global Advisors Conflict Mitigation 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, as well as environmental, social and other governance-related issues. | ||||
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. |
|
||||||
|
||||||
C-24 |
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. | ||||
|
State Street Global Advisors is a signatory to the United Nations Principles for 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 | 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. | |||
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. |
||||
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 |
||||
Serving as an employee or government representative and |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-25 |
Overall average board tenure and individual director tenure at issuers with classified and de-classified boards, respectively |
||||
Company classification of a director as non-independent |
||||
While overall board independence requirements and board structures differ from market to market, we consider voting against directors we deem non-independent 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 may withhold support for a proposal to discharge the board if a company fails to meet adequate governance standards or board level independence. | ||||
We also assess the division of responsibilities between chair 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. However, we may take voting action against the chair or members of the nominating committee at the STOXX Europe 600 companies that have combined the roles of chair and CEO and have not appointed an independent deputy chair or a lead independent director. | ||||
When voting on 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. Thus, we may withhold votes from board chairs and lead independent directors who sit on more than three public company boards, and from non-executive directors who hold more than four public company board mandates. We may also take voting action against named executive officers who undertake more than two public board memberships. | ||||
We also consider attendance at board meetings and may withhold votes from directors who attend less than 75% of board meetings without appropriate explanation or providing reason for their failure to meet the attendance threshold . 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. Moreover, 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. | ||||
Further, we expect boards of STOXX Europe 600 listed companies to have at least one female board member. If a company fails to meet this expectation, State Street Global Advisors may vote against the Chair of the boards nominating committee or the board leader in the absence of a nominating committee, if necessary. | ||||
Although we generally are in favour of the annual election of directors, we recognise 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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-26 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-27 |
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 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 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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-28 |
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 interest 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: | ||||
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. |
||||
|
|
|||
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 anti-takeover 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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-29 |
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, 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 sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-30 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-31 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10 - 20125 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 Ireland Limited, registered in Ireland with company number
145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved.
ID178878-3001282.1.1 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-32 |
|
||||||
|
||||||
C-33 |
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 |
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. |
|||
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. If a company fails to meet this expectation, State Street Global Advisors may vote against the Chair of the boards nominating committee or the board leader in the absence of a nominating committee, if necessary. | ||||
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
C-34 |
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, 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 |
||||
State Street Global Advisors may take voting action against board members at companies on the TOPIX 100 that are laggards based on their R-FactorTM scores2 and cannot articulate how they plan to improve their score. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
C-35 |
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 |
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
C-36 |
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 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
C-37 |
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.
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.
|
|||
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.
|
|||
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.
|
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
C-38 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
C-39 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10 - 20125 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 Ireland Limited, registered in Ireland with company number
145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)4424570 00. F: +41 (0)442457016. United Kingdom: State Street Global Advisors Limited. Authorised 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: 02033956000. F: 02033956350. United States: State Street Global Advisors, One Iron Street, Boston, MA 02210 -1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved. ID178876-3001933.1.1.GBL.RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
C-40 |
Insights |
||||
Asset Allocation
March 2020 |
Proxy Voting and Engagement Guidelines: North America |
|||
State Street Global Advisors North America Proxy Voting and Engagement Guidelines1 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. | ||||
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). |
||||
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. |
|
||||||
|
||||||
C-41 |
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 |
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. |
|||
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. | ||||
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-42 |
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 consider 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 |
||||
NEOs of a public company who sit on more than two public company boards |
||||
Board chairs or lead independent directors who sit on more than three public company boards |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-43 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-44 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-45 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-46 |
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-47 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-48 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-49 |
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 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-50 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-51 |
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 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-52 |
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.
|
|||||
Endnotes |
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 R-FactorTM is a scoring system created by SSGA that measures the performance of a companys business operations and governance as it relates to financially material ESG factors facing the companys industry.
3 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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-53 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10-20125 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 Ireland
Limited, registered in Ireland with company number 145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved.
ID178872-3001365.1.1.GBL.RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-54 |
Insights |
||||
Asset Stewardship | Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||
March 2020 |
||||
State Street Global Advisors United Kingdom and Ireland Proxy Voting and Engagement Guidelines1 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. | ||||
|
|
|||
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. | ||||
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 that obtain a primary listing on the London Stock Exchange or the Irish Stock Exchange, regardless of domicile, 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. |
|
||||||
|
||||||
C-55 |
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 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 for 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 | 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. | |||
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. | ||||
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 |
||||
Company classification of a director as non-independent |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
C-56 |
When voting on 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. Thus, we may withhold votes from board chairs and lead independent directors who sit on more than three public company boards, and from non-executive directors who hold more than four public company board mandates. We may also take voting action against Named Executive Officers who undertake more than two public board memberships. |
||||
We also consider attendance at board meetings and may withhold votes from directors who attend less than 75% of board meetings in a given year without appropriate explanation or providing reason for their failure to meet the attendance threshold. 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. | ||||
Further, we expect boards of FTSE 350 listed companies to have at least one female board member. If a company fails to meet this expectation, State Street Global Advisors may vote against the chair of the boards nominating committee or the board leader in the absence of a nominating committee, if necessary. Additionally, if a company fails to meet this expectation for four consecutive years, State Street Global Advisors may vote against all incumbent members of the nominating committee. | ||||
While we are generally supportive of having the roles of chair and CEO separated in the UK market, we assess the division of responsibilities between chair 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 chair/CEO is appointed or a former CEO becomes chair. | ||||
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
C-57 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
C-58 |
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
C-59 |
|
|
|||
Notice Period to Convene a General Meeting | We expect companies to give as much notice as is practicable when calling a general meeting. Generally, we are not supportive of authorizations seeking to reduce the notice period to 14 days. | |||
|
||||
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. | |||
|
|
|||
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 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
C-60 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
C-61 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered offi Level 15, 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 offi of State Street Global Advisors Ireland 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 offi is at 78 Sir John Rogersons Quay, Dublin 2. Canada: State Street Global Advisors, Ltd., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai: State Street Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th fl ), 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 offi 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 offi 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 offi 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 offi 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 offi is at Via Ferrante Aporti, 10 -20125 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 fl Herikerbergweg 29 1101 CN Amsterdam, Netherlands. T: 31 20 7181701. SSGA Netherlands is a branch offi 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 offi 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). 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
2457016. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 577659181. Registered offi 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 02210-1641. T: +1 617 786 3000.
The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investors particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor.
All information has been obtained from sources believed to be reliable, but its accuracy is not guaranteed. There is no representation or warranty as to the current accuracy, reliability or completeness of, nor liability for, decisions based on such information.
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.
© 2020 State Street Corporation.
All Rights Reserved.
ID178865-3002357.1.1.GBL.
RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
C-62 |
Insights |
||||
Asset Stewardship
March 2020 |
Proxy Voting and Engagement Guidelines: Rest of the World | |||
State Street Global Advisors Rest of the World Proxy Voting and Engagement Guidelines1 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.
|
||||
At State Street Global Advisors, we recognize that markets not covered under specific country/ regional guidelines, specifically emerging markets, are disparate in their corporate governance frameworks and practices. While they 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. 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.
|
||||
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 increase the 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 |
|
||||||
|
||||||
C-63 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Rest of the World | |||||
C-64 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Rest of the World | |||||
C-65 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Rest of the World | |||||
C-66 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Rest of the World | |||||
C-67 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered offi Level 15, 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 offi of State Street Global Advisors Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised and regulated by the Central Bank of Ireland, and whose registered offi is at 78 Sir John Rogersons Quay, Dublin 2. Canada: State Street Global Advisors, Ltd., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, Toronto, Ontario M5C 3G6. T: +647
775 5900. Dubai: State Street Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th fl ), 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, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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 offi 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. Authorised 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 offi 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, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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 offi is at Via Ferrante Aporti, 10 - 20125 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 fl Herikerbergweg 29 1101 CN Amsterdam, Netherlands. T: 31 20 7181701. SSGA Netherlands is a branch offi of State Street
Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 5776591 81. Registered offi 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved.
ID178868-3002453.1.1.GBL
.RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Rest of the World | |||||
C-68 |
STATE STREET INSTITUTIONAL INVESTMENT TRUST
(the Trust)
One Iron Street
Boston, Massachusetts 02210
FUND | TICKER | |||
STATE STREET AGGREGATE BOND INDEX PORTFOLIO |
SSAFX | |||
STATE STREET CASH RESERVES PORTFOLIO |
MMWXX | |||
STATE STREET EQUITY 500 INDEX II PORTFOLIO |
SSEYX | |||
STATE STREET GLOBAL ALL CAP EQUITY EX-U.S. INDEX PORTFOLIO (FORMERLY, 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, 2020
This Statement of Additional Information (SAI) relates to the prospectuses dated April 30, 2020, 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, 2019, 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 | ||||
Description of the Portfolios and Their Investments and Risks |
4 | |||
4 | ||||
30 | ||||
39 | ||||
39 | ||||
40 | ||||
43 | ||||
45 | ||||
47 | ||||
48 | ||||
48 | ||||
58 | ||||
58 | ||||
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 Aggregate Bond Index Fund; |
|
State Street Aggregate Bond Index Portfolio (the Aggregate Bond Index Portfolio); |
|
State Street Cash Reserves Fund; |
|
State Street Cash Reserves Portfolio (the Cash Reserves Portfolio); |
|
State Street Defensive Global Equity Fund; |
|
State Street Emerging Markets Equity Index Fund; |
|
State Street Equity 500 Index Fund; |
|
State Street Equity 500 Index II Portfolio (the Equity 500 Index II Portfolio); |
|
State Street ESG Liquid Reserves Fund; |
|
State Street Global All Cap Equity ex-U.S. Index Fund; |
|
State Street Global All Cap Equity ex-U.S. Index Portfolio (the Global All Cap Equity ex-U.S. Index Portfolio); |
|
State Street Hedged International Developed Equity Index Fund; |
|
State Street 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 (the Small/Mid Cap Equity Index Portfolio); |
|
State Street Target Retirement 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 2065 Fund; |
|
State Street Treasury Obligations Money Market Fund; |
|
State Street Ultra Short Term Bond Fund; and |
|
State Street Ultra Short Term Bond Portfolio (the Ultra Short Term Bond Portfolio). |
The Trust includes the following non-diversified series:
|
State Street China Equity Select Fund; |
|
State Street International Value Spotlight Fund. |
The Cash Reserves Portfolio, the Aggregate Bond Index Portfolio, the Equity 500 Index II Portfolio, the Global All Cap Equity ex-U.S. Index Portfolio (formerly, 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.
3
The Aggregate Bond Index Portfolio, the Equity 500 Index II Portfolio, the Global All Cap Equity ex-U.S. Index Portfolio, and the Small/Mid Cap Equity Index Portfolio are referred to in this SAI as the Index Portfolios.
Effective October 9, 2019, the State Street Global Equity ex-U.S. Index Portfolio changed its name to State Street Global All Cap Equity ex-U.S. Index Portfolio.
DESCRIPTION OF THE PORTFOLIOS AND THEIR INVESTMENTS AND RISKS
Each Portfolios Prospectus contains information about the investment objective and policies of that Portfolio. This SAI should only be read in conjunction with the Prospectus of the Portfolio or Portfolios in which you intend to invest.
In addition to the principal investment strategies and the principal risks of the Portfolios described in each Portfolios Prospectus, a Portfolio may employ other investment practices and may be subject to additional risks, which are described below.
Additional Information Concerning the MSCI All Country World Index ex USA Investable Market Index (the MSCI ACWI ex USA IMI Index or sometimes referred to in context as the Index)
The Global All Cap 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 All Cap Equity ex-U.S. Index Portfolio or any member of the public regarding the advisability of investing in securities generally or in the Global All Cap Equity ex-U.S. Index Portfolio particularly or the ability of the MSCI Index to track general performance. MSCIs only relationship to the Global All Cap 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 All Cap Equity ex-U.S. Index Portfolio. MSCI has no obligation to take the needs of the Global All Cap Equity ex-U.S. Index Portfolio or the owners of shares of the Global All Cap 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 All Cap Equity ex-U.S. Index Portfolio or the timing of the issuance or sale of shares of Global All Cap Equity ex-U.S. Index Portfolio, or calculation of the equation by which shares of the Global All Cap 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 All Cap 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 All Cap Equity ex-U.S. Index Portfolio, owners of shares of the Global All Cap 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 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.
4
Bonds
The Portfolios may invest a portion of their assets in bonds. A bond is an interest-bearing security issued by a company, governmental unit or, in some cases, a non-U.S. entity. The issuer of a bond has a contractual obligation to pay interest at a stated rate on specific dates and to repay principal (the bonds face value) periodically or on a specified maturity date; provided, however, a zero coupon bond pays no interest to its holder during its life. The value of a zero coupon bond to a Portfolio consists of the difference between such bonds face value at the time of maturity and the price for which it was acquired, which may be an amount significantly less than its face value (sometimes referred to as a deep discount price).
An issuer may have the right to redeem or call a bond before maturity, in which case the investor may have to reinvest the proceeds at lower market rates. Most bonds bear interest income at a coupon rate that is fixed for the life of the bond. The value of a fixed rate bond usually rises when market interest rates fall, and falls when market interest rates rise. Accordingly, a fixed rate bonds yield (income as a percent of the bonds current value) may differ from its coupon rate as its value rises or falls. Fixed rate bonds generally are also subject to inflation risk, which is the risk that the value of the bond or income from the bond will be worth less in the future as inflation decreases the value of money. This could mean that, as inflation increases, the real value of the assets of a Portfolio holding fixed rate bonds can decline, as can the value of the Portfolios distributions. Other types of bonds bear income at an interest rate that is adjusted periodically. Because of their adjustable interest rates, the value of floating-rate or variable-rate bonds fluctuates much less in response to market interest rate movements than the value of fixed rate bonds. A Portfolio may treat some of these bonds as having a shorter maturity for purposes of calculating the weighted average maturity of its investment portfolio. Bonds may be senior or subordinated obligations. Senior obligations generally have the first claim on a corporations earnings and assets and, in the event of liquidation, are paid before subordinated obligations. Bonds may be unsecured (backed only by the issuers general creditworthiness) or secured (also backed by specified collateral).
The investment return of corporate bonds reflects interest on the bond and changes in the market value of the bond. The market value of a corporate bond may be affected by the credit rating of the corporation, the corporations performance and perceptions of the corporation in the market place. There is a risk that the issuers of the securities may not be able to meet their obligations on interest or principal payments at the time called for by such a security.
Cash Reserves
Each Portfolio may hold portions of its assets in 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.
5
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.
Market Turbulence Resulting from COVID-19
An outbreak of a respiratory disease caused by a novel coronavirus first detected in China in December 2019 has spread globally in a short period of time. In an organized attempt to contain and mitigate the effects of the spread of the coronavirus known as COVID-19, governments and businesses world-wide have taken aggressive measures, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations. COVID-19 has resulted in the disruption of and delays in the delivery of healthcare services and processes, the cancellation of organized events and educational institutions, the disruption of production and supply chains, a decline in consumer demand for certain goods and services, and general concern and uncertainty, all of which have contributed to increased volatility in global markets. The effects of COVID-19 will likely affect certain sectors and industries more dramatically than others, which may adversely affect the value of a Funds investments in those sectors or industries. COVID-19, and other epidemics and pandemics that may arise in the future, could adversely affect the economies of many nations, the global economy, individual companies and capital markets in ways that cannot be foreseen at the present time. In addition, the impact of infectious diseases in developing or emerging market countries may be greater due to limited health care resources. Political, economic and social stresses caused by COVID-19 also may exacerbate other pre-existing political, social and economic risks in certain countries. The duration of COVID- 19 and its effects cannot be determined at this time, but the effects could be present for an extended period of time.
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 SEF 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.
6
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.
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 EU 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.
In addition, in November 2019, the SEC issued a release re-proposing a rule under the 1940 Act providing for the regulation of registered investment companies use of derivatives and certain related instruments. The ultimate impact, if any, of possible regulation remains unclear, but the proposed rule, if adopted, could, among other things, restrict a Portfolios ability to engage in derivatives transactions and/or increase the costs of such derivatives transactions such that a Portfolio may be unable to implement its investment strategy. 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.
7
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 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 Cash Reserves 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.
8
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.
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 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 Cash Reserves 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.
9
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.
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.
10
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.
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
11
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.
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
12
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.
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 Cash Reserves 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.
13
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.
Illiquid Securities
Each Portfolio may invest in illiquid securities. Each Portfolio will invest no more than 15% of its net assets in illiquid securities, including repurchase agreements and time deposits of more than seven days duration. The absence of a regular trading market for illiquid securities imposes additional risks on investments in these securities. Illiquid securities may be difficult to value and may often be disposed of only after considerable expense and delay.
The SEC has adopted a liquidity risk management rule (the Liquidity Rule) that requires the Portfolios to establish a liquidity risk management program (the LRMP). The Trustees, including a majority of the Independent Trustees (defined infra), have designated the Adviser to administer the Portfolios LRMP. Under the LRMP, the Adviser assesses, manages, and periodically reviews the Portfolios liquidity risk. The Liquidity Rule defines liquidity risk as the risk that the Portfolios could not meet requests to redeem shares issued by the Portfolios without significant dilution of remaining investors interests in the Portfolios. The liquidity of the Portfolios portfolio investments is determined based on relevant market, trading and investment-specific considerations under the LRMP. To the extent that an investment is deemed to be an illiquid investment or a less liquid investment, the Portfolios can expect to be exposed to greater liquidity risk. The Liquidity Rules impact on a Portfolio, and on the open-end fund industry in general, is not yet fully known, but the rule could affect a Portfolios performance and its ability to achieve its investment objectives. While the liquidity risk management program attempts to assess and manage liquidity risk, there is no guarantee it will be effective in its operations and may not reduce the liquidity risk inherent in a Portfolios investments.
Industrial Development and Private Activity Bonds (Cash Reserves Portfolio and 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
14
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 (Cash Reserves Portfolio and 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, except for the Cash Reserves Portfolio, may invest in corporate notes and bonds that are rated investment-grade by a nationally recognized statistical rating organization (NRSRO) or, if unrated, are of comparable quality to the rated securities described above, as determined by the Adviser, in accordance with procedures established by the Board of Trustees. Investment-grade securities include securities rated Baa or higher by Moodys or BBB- or higher by S&P (and securities of comparable quality); securities rated Baa by Moodys or BBB by S&P may have speculative characteristics.
Lending of Portfolio Securities
Each 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.
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,
15
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, epidemics or pandemics 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 Economic and Monetary Union of the European 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. At a referendum in June 2016, the United Kingdom (the U.K.) voted to leave the European Union (E.U.) thereby initiating the British exit from the E.U. (commonly known as Brexit). In March 2017, the U.K. formally notified the European Council of the U.K.s intention to withdraw from the EU pursuant to Article 50 of the Treaty on European Union. This formal notification began a multi-year period of negotiations regarding the terms of the U.K.s exit from the E.U., which formally occurred on January 31, 2020. A transition period will take place following the U.K.s exit where the U.K. will remain subject to E.U. rules but will have no role in the E.U. law-making process. During this transition period, U.K. and E.U. representatives will be negotiating the precise terms of their future relationship. There is still considerable uncertainty relating to the potential consequences associated with the exit, how the negotiations for the withdrawal and new trade agreements will be conducted, and whether the U.K.s exit will increase the likelihood of other countries also departing the E.U. Brexit may have a significant impact on the U.K., Europe, and global economies, which may result in increased volatility and illiquidity, and potentially lower economic growth in markets in the U.K., Europe and globally, which may adversely affect the value of the 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 Portfolio.
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 U.K.s 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.
16
The elimination of LIBOR may adversely affect the interest rates on, and value of, certain investments for which the value is tied to LIBOR. Such investments may include bank loans, derivatives, floating rate securities, and other assets or liabilities tied to LIBOR. Actions by regulators have resulted in the establishment of alternative reference rates to LIBOR in most major currencies. The U.S. Federal Reserve, based on the recommendations of the New York Federal Reserves Alternative Reference Rate Committee (comprised of major derivative market participants and their regulators), has begun publishing a Secured Overnight Funding Rate (SOFR), that is intended to replace U.S. dollar LIBOR. Proposals for alternative reference rates for other currencies have also been announced or have already begun publication. Markets are slowly developing in response to these new rates. Questions around liquidity impacted by these rates, and how to appropriately adjust these rates at the time of transition, remain a concern for the Portfolios.
The effect of any changes to, or discontinuation of, LIBOR on the Portfolios will vary depending, among other things, on (1) existing fallback or termination provisions in individual contracts and (2) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new products and instruments. Accordingly, it is difficult to predict the full impact of the transition away from LIBOR on the Portfolios until new reference rates and fallbacks for both legacy and new products, instruments and contracts are commercially accepted.
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 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 Cash Reserves 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 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 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
17
of the mortgage, and other social and demographic conditions. During periods of falling interest rates, the rate of mortgage prepayments tends to increase, thereby tending to decrease the life of mortgage-related securities. During periods of rising interest rates, the rate of mortgage prepayments usually decreases, thereby tending to increase the life of mortgage-related securities. Because of the possibility of prepayments (and due to scheduled repayments of principal), mortgage-related securities are less effective than other types of securities as a means of locking in attractive long-term interest rates. Prepayments would have to be reinvested at lower rates. As a result, these securities may have less potential for capital appreciation during periods of declining interest rates than other securities of comparable maturities, although they may have a similar risk of decline in market value during periods of rising interest rates. Prepayments may also significantly shorten the effective maturities of these securities, especially during periods of declining interest rates. Conversely, during periods of rising interest rates, a reduction in prepayments may increase the effective maturities of these securities, subjecting them to a greater risk of decline in market value in response to rising interest rates than traditional debt securities, and, therefore, potentially increasing the volatility of the Portfolios.
Collateralized mortgage obligations (CMOs) may be issued by a U.S. Government agency or instrumentality or by a private issuer. CMOs are typically structured with classes or series that have different maturities and are generally retired in sequence. Each class of obligations receives periodic interest payments according to its terms. However, monthly principal payments and any prepayments from the collateral pool are generally paid first to the holders of the most senior class. Thereafter, payments of principal are generally allocated to the next most senior class of obligations until that class of obligations has been fully repaid. Any or all classes of obligations of a CMO may be paid off sooner than expected because of an increase in the payoff speed of the pool. Changes in prepayment rates may have significant effects on the values and the volatility of the various classes and series of a CMO. Payment of interest or principal on some classes or series of a CMO may be subject to contingencies or some classes or series may bear some or all of the risk of default on the underlying mortgages.
Stripped mortgage-related securities are usually structured with two classes that receive different portions of the interest and principal distributions on a pool of mortgage loans. The yield to maturity on an interest only or IO class of stripped mortgage-related securities is extremely sensitive not only to changes in prevailing interest rates but also to the rate of principal payments (including prepayments) on the underlying assets. A rapid rate of principal prepayments may have a measurable adverse effect on a Portfolios yield to maturity to the extent it invests in IOs. If the assets underlying the IO experience greater than anticipated prepayments of principal, a Portfolio may fail to recoup fully, or at all, its initial investment in these securities. Conversely, principal only securities or POs tend to increase in value if prepayments are greater than anticipated and decline if prepayments are slower than anticipated. The secondary market for stripped mortgage-related securities may be more volatile and less liquid than that for other mortgage-related securities, potentially limiting a Portfolios ability to buy or sell those securities at any particular time.
Municipal and Municipal-Related Securities
Municipal securities may bear fixed, floating or variable rates of interest or may be zero coupon securities. Municipal securities are generally of two types: general obligations and revenue obligations. General obligations are backed by the full faith and credit of the issuer. These securities include tax anticipation notes, bond anticipation notes, general obligation bonds and commercial paper. Revenue obligations are backed by the revenues generated from a specific project or facility and include industrial development bonds and private activity bonds. Tax anticipation notes are issued to finance working capital needs of municipalities and are generally issued in anticipation of future tax revenues. Bond anticipation notes are issued in expectation of the issuer obtaining longer-term financing.
Municipal Leases (Cash Reserves Portfolio and 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.
18
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 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.
19
Purchasing put and call options. A Portfolio may also purchase put options to protect portfolio holdings against a decline in market value. This protection lasts for the life of the put option because a Portfolio, as a holder of the option, may sell the underlying security at the exercise price regardless of any decline in its market price. In order for a put option to be profitable, the market price of the underlying security must decline sufficiently below the exercise price to cover the premium and transaction costs that a Portfolio must pay. These costs will reduce any profit the Portfolio might have realized had it sold the underlying security instead of buying the put option.
A Portfolio may purchase call options to hedge against an increase in the price of securities that the Portfolio wants ultimately to buy. Such hedge protection is provided during the life of the call option since a Portfolio, as holder of the call option, is able to buy the underlying security at the exercise price regardless of any increase in the underlying securitys market price. In order for a call option to be profitable, the market price of the underlying security must rise sufficiently above the exercise price to cover the premium and transaction costs. These costs will reduce any profit a Portfolio might have realized had it bought the underlying security at the time it purchased the call option.
A Portfolio may also purchase put and call options to attempt to enhance its current return.
Options on foreign securities. A Portfolio may purchase and sell options on foreign securities if the Adviser believes that the investment characteristics of such options, including the risks of investing in such options, are consistent with the Portfolios investment objective. It is expected that risks related to such options will not differ materially from risks related to options on U.S. securities. However, position limits and other rules of foreign exchanges may differ from those in the United States. In addition, options markets in some countries, many of which are relatively new, may be less liquid than comparable markets in the United States.
Options on securities indices. A Portfolio may write or purchase options on securities indices. Index options are similar to options on individual securities in that the purchaser of an index option acquires the right to buy (in the case of a call) or sell (in the case of a put), and the writer undertakes the obligation to sell or buy (as the case may be), units of an index at a stated exercise price during the term of the option. Instead of the right to take or make actual delivery of securities, the holder of an index option has the right to receive a cash exercise settlement amount. This amount is equal to the amount by which the fixed exercise price of the option exceeds (in the case of a put) or is less than (in the case of a call) the closing value of the underlying index on the date of the exercise, multiplied by a fixed index multiplier.
Price movements in securities which a Portfolio owns or intends to purchase probably will not correlate perfectly with movements in the level of a securities index and, therefore, if a Portfolio uses an option for hedging purposes, it bears the risk of a loss on a securities index option which is not completely offset by movements in the price of such securities. Because securities index options are settled in cash, a call writer cannot determine the amount of its settlement obligations in advance and, unlike call writing on a specific security, cannot provide in advance for, or cover, its potential settlement obligations by acquiring and holding underlying securities. A Portfolio may, however, cover call options written on a securities index by holding a mix of securities which substantially replicate the movement of the index or by holding a call option on the securities index with an exercise price no higher than the call option sold.
Compared to the purchase or sale of futures contracts, the purchase of call or put options on an index involves less potential risk to a Portfolio because the maximum amount at risk is the premium paid for the options plus transactions costs. The writing of a put or call option on an index involves risks similar to those risks relating to the purchase or sale of index futures contracts.
Risks involved in the use of options. The successful use of a Portfolios options strategies depends on the ability of the Adviser to forecast correctly interest rate and market movements. For example, if a Portfolio were to write a call option based on the Advisers expectation that the price of the underlying security would fall, but the price were to rise instead, the Portfolio could be required to sell the security upon exercise at a price below the current market price. Similarly, if a Portfolio were to write a put option based on the Advisers expectation that the price of the underlying security would rise, but the price were to fall instead, the Portfolio could be required to purchase the security upon exercise at a price higher than the current market price.
When a Portfolio purchases an option, it runs the risk that it will lose its entire investment in the option in a relatively short period of time, unless the Portfolio exercises the option or enters into a closing sale transaction before the options expiration. If the price of the underlying security does not rise (in the case of a call) or fall (in the case of a put) to an extent sufficient to cover the option premium and transaction costs, a Portfolio will lose part or all of its investment in the option. This contrasts with an investment by a Portfolio in the underlying security, since the Portfolio will not realize a loss if the securitys price does not change.
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.
20
If a secondary market in options were to become unavailable, a Portfolio could no longer engage in closing transactions. Lack of investor interest might adversely affect the liquidity of the market for particular options or series of options. A market may discontinue trading of a particular option or options generally. In addition, a market could become temporarily unavailable if unusual events such as volume in excess of trading or clearing capability were to interrupt its normal operations.
A market may at times find it necessary to impose restrictions on particular types of options transactions, such as opening transactions. For example, if an underlying security ceases to meet qualifications imposed by the market or the Options Clearing Corporation, new series of options on that security will no longer be opened to replace expiring series, and opening transactions in existing series may be prohibited. If an options market were to become unavailable, a Portfolio as a holder of an option would be able to realize profits or limit losses only by exercising the option, and the Portfolio, as option writer, would remain obligated under the option until expiration or exercise.
Disruptions in the markets for the securities underlying options purchased or sold by a Portfolio could result in losses on the options. If trading is interrupted in an underlying security, the trading of options on that security is normally halted as well. As a result, a Portfolio as purchaser or writer of an option will be unable to close out its positions until options trading resumes, and it may be faced with considerable losses if trading in the security reopens at a substantially different price. In addition, the Options Clearing Corporation or options markets may impose exercise restrictions. If a prohibition on exercise is imposed at the time when trading in the option has also been halted, a Portfolio as purchaser or writer of an option will be locked into its position until one of the two restrictions has been lifted. If the Options Clearing Corporation were to determine that the available supply of an underlying security appears insufficient to permit delivery by the writers of all outstanding calls in the event of exercise, it may prohibit indefinitely the exercise of put options. A Portfolio, as holder of such a put option, could lose its entire investment if the prohibition remained in effect until the put options expiration.
Foreign-traded options are subject to many of the same risks presented by internationally-traded securities. In addition, because of time differences between the United States and various foreign countries, and because different holidays are observed in different countries, foreign options markets may be open for trading during hours or on days when U.S. markets are closed. As a result, option premiums may not reflect the current prices of the underlying interest in the United States.
Over-the-counter (OTC) options purchased by a Portfolio and assets held to cover OTC options written by the Portfolio may, under certain circumstances, be considered illiquid securities for purposes of any limitation on the Portfolios ability to invest in illiquid securities.
Other Asset-Backed Securities
In addition to the mortgage-related securities discussed above, the Portfolios 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.
21
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)
Each 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 favorable 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.
22
Private Placements and Restricted Securities
Each Portfolio may invest in securities that are purchased in private placements and, accordingly, are subject to restrictions on resale as a matter of contract or under federal securities laws. While such private placements may offer attractive opportunities for investment not otherwise available on the open market, the securities so purchased are often restricted securities, i.e., securities which cannot be sold to the public without registration under the Securities Act of 1933 (the Securities Act) or the availability of an exemption from registration (such as Rules 144 or 144A), or which are not readily marketable because they are subject to other legal or contractual delays in or restrictions on resale. Generally speaking, restricted securities may be sold only to qualified institutional buyers, or in a privately negotiated transaction to a limited number of purchasers, or in limited quantities after they have been held for a specified period of time and other conditions are met pursuant to an exemption from registration, or in a public offering for which a registration statement is in effect under the Securities Act.
Because there may be relatively few potential purchasers for such investments, especially under adverse market or economic conditions or in the event of adverse changes in the financial condition of the issuer, the Portfolio could find it more difficult to sell such securities when the Adviser believes it advisable to do so or may be able to sell such securities only at prices lower than if such securities were more widely held. Market quotations for such securities are generally less readily available than for publicly traded securities. The absence of a trading market can make it difficult to ascertain a market value for such securities for purposes of computing the Portfolios net asset value, and the judgment of the Adviser may at times play a greater role in valuing these securities than in the case of publicly traded securities. Disposing of such securities, which may be illiquid investments, can involve time-consuming negotiation and legal expenses, and it may be difficult or impossible for the Portfolio to sell them promptly at an acceptable price. The Portfolio may have to bear the extra expense of registering such securities for resale and the risk of substantial delay in effecting such registration.
A Portfolio may be deemed to be an underwriter for purposes of the Securities Act when selling restricted securities to the public, and in such event the Portfolio may be liable to purchasers of such securities if the registration statement prepared by the issuer, or the prospectus forming a part of it, is materially inaccurate or misleading.
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 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.
In addition, unexpected political, regulatory and diplomatic events, such as the U.S.-China trade war that intensified in 2018, may affect investor and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and to a significant degree. The current political climate and the further escalation of a trade war between China and the United States may have an adverse effect on both the U.S. and Chinese economies, as each country has recently imposed tariffs on the other countrys products. Some U.S. politicians have recently sought to limit certain U.S. investors from investing in Chinese companies. In January 2020, the U.S. and China signed a Phase 1 trade agreement that reduced some U.S. tariffs on Chinese goods while boosting Chinese purchases of American goods. However, this agreement left in place a number of existing tariffs, and it is unclear whether further trade agreements may be reached in the future. Events such as these and their impact on the Portfolios are difficult to predict and it is unclear whether further tariffs may be imposed or other escalating actions may be taken in the future.
23
Tax Exempt Commercial Paper (Cash Reserves Portfolio and 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 (Cash Reserves Portfolio and 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 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.
24
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 taxation (which could potentially be confiscatory), 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 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.
25
Variable and Floating Rate Securities
The Portfolios 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. Variable rate obligations will be deemed to have a maturity equal to the period remaining until the next readjustment of the interest rate.
When-Issued, Delayed Delivery and Forward Commitment Transactions
To secure an advantageous price or yield, certain Portfolios may purchase securities on a when-issued, delayed delivery, to-be-announced (TBA) or forward commitment basis and may sell securities on a forward commitment or delayed delivery basis. A Portfolio will enter into when-issued, delayed delivery, TBA or forward commitment transactions for the purpose of acquiring securities and not for the purpose of leverage.
When purchasing a security on a when-issued, delayed delivery, TBA or forward commitment basis, a Portfolio assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its net asset value. When such transactions are negotiated, certain terms may be fixed at the time the commitment is made, but delivery and payment for the securities takes place at a later date. In general, a Portfolio does not pay for the securities until received and does not start earning interest or other income until the contractual settlement date. A Portfolio may take delivery of the securities or it may sell the securities before the settlement date.
At the time of delivery of the securities, the value may be more or less than the purchase or sale price. If a Portfolio remains substantially fully invested at a time when when-issued, delayed delivery, TBA or forward commitment purchases are outstanding, the purchases may result in a form of leverage and give rise to increased volatility of the Portfolios net asset value. Default by, or bankruptcy of, a counterparty to a when-issued, delayed delivery, TBA or forward commitment transaction would expose the Portfolio to possible losses because of an adverse market action, expenses or delays in connection with the purchase or sale of the pools specified in such transaction. Purchases of when-issued, delayed delivery, TBA or forward commitment securities also involve a risk of loss if the seller fails to deliver after the value of the securities has risen.
Cash or other liquid assets in an amount equal to the amount of a Portfolios when-issued, delayed-delivery, TBA or forward commitment purchase obligations will be earmarked on the Portfolios books. There is no guarantee, however, that such earmarking will be successful in reducing or eliminating the leveraging effect of such transactions or the risks associated with leverage.
A TBA transaction involves a commitment to purchase securities sold for a fixed price where the underlying securities are announced at a future date. The seller does not specify the particular securities to be delivered. Instead, a Portfolio agrees to accept any security that meets specified terms. For example, in a TBA mortgage-backed security transaction, a Portfolio and the seller would agree upon the issuer, interest rate and terms of the underlying mortgages. The seller would not identify the specific underlying mortgages until it issues the security. For this reason, in a TBA transaction, a Portfolio commits to purchase securities for which all specific information is not yet known at the time of the trade, particularly the exact face amount in forward commitment mortgage-backed securities transactions. The purchaser in a TBA transaction generally is subject to increased market risk and interest rate risk because the delivered securities may be less favorable than anticipated by the purchaser.
Certain Portfolios may also enter into a forward commitment to sell securities it owns. The use of forward commitments enables a Portfolio 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.
26
Recently finalized rules of the Financial Industry Regulatory Authority, Inc. (FINRA) would impose mandatory margin requirements for Covered Agency Transactions, which include TBA Transactions, certain transactions in pass-through mortgage-backed securities or small-business administration-backed asset-backed securities and transactions in collateralized mortgage obligations, in each case where such transactions have delayed contractual settlement dates of a specified period. There are limited exceptions to these margin requirements. Covered Agency Transactions historically have not been required to be collateralized. The collateralization of Covered Agency Transactions is intended to mitigate counterparty credit risk between trade and settlement, but could increase the cost of such transactions and impose added operational complexity.
Zero Coupon Securities
The Portfolios 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. |
27
For the Cash Reserves Portfolio:
6. |
The Portfolio may not purchase any security if, as a result, 25% or more of the Portfolios total assets (taken at current value) would be invested in a particular industry (for purposes of this restriction, investment companies are not considered to constitute a particular industry or group of industries), except as is consistent with applicable law from time to time and as follows: the Portfolio is permitted to invest without limit in government securities (as defined in the 1940 Act), tax-exempt securities issued by a U.S. territory or possession, a state or local government, or a political subdivision of any of the foregoing and bankers acceptances, certificates of deposit and similar instruments issued by: (i) U.S. banks, (ii) U.S. branches of foreign banks (in circumstances in which the Adviser determines that the U.S. branches of foreign banks are subject to the same regulation as U.S. banks), (iii) foreign branches of U.S. banks (in circumstances in which the Adviser determines that the Portfolio will have recourse to the U.S. bank for the obligations of the foreign branch), and (iv) foreign branches of foreign banks (to the extent that the Adviser determines that the foreign branches of foreign banks are subject to the same or substantially similar regulations as U.S. banks). |
With respect to investment policy on concentration (#6 above), the Portfolio may concentrate in bankers acceptances, certificates of deposit and similar instruments when, in the opinion of the Adviser, the yield, marketability and availability of investments meeting the Portfolios quality standards in the banking industry justify any additional risks associated with the concentration of the Portfolios assets in such industry.
For the Equity 500 Index II Portfolio, Global All Cap Equity ex-U.S Index Portfolio, and the Aggregate Bond Index 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: each Portfolio is permitted to invest without limit in government securities (as defined in the 1940 Act) and tax-exempt securities issued by a U.S. territory or possession, a state or local government, or a political subdivision of any of the foregoing. Each Portfolio may concentrate its investments in securities of issuers in the same industry as may be necessary to approximate the composition of the Portfolios underlying Index. |
For Ultra Short Term Bond Portfolio:
8. |
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 All Cap 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.
28
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 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 must approve all material amendments to the policy.
General Policy
It is the policy of the Service Providers to protect the confidentiality of client holdings and prevent the selective disclosure of non-public information concerning the Trust.
No information concerning the portfolio holdings of the Trust may be disclosed to any party (including shareholders) except as provided below. The Service Providers are not permitted to receive compensation or other consideration in connection with disclosing information about a Portfolios portfolio to third parties. In order to address potential conflicts between the interest of Portfolio shareholders, on the one hand, and those of the Service Providers or any affiliated person of those entities or of the Portfolio, on the other hand, the Portfolios policies require that non-public disclosures of information regarding the Portfolios portfolio may be made only if there is a legitimate business purpose consistent with fiduciary duties to all shareholders of the Portfolio.
The Board of Trustees 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.
29
Press Interviews Brokers and Other Discussions
Portfolio managers and other senior officers or spokespersons of the Service Providers or the Trust may disclose or confirm the ownership of any individual portfolio holding position to reporters, brokers, shareholders, consultants or other interested persons only if such information has been previously publicly disclosed in accordance with these disclosure policies. For example, a portfolio manager discussing the Trust may indicate that he owns XYZ Company for the Trust only if the Trusts ownership of such company has previously been publicly disclosed.
Trading Desk Reports
State Street Global Advisors (SSGA) trading desk may periodically distribute lists of investments held by its clients (including the Trust) for general analytical research purposes. In no case may such lists identify individual clients or individual client position sizes. Furthermore, in the case of equity securities, such lists shall not show aggregate client position sizes.
Miscellaneous
Confidentiality Agreement. No non-public disclosure of the Trusts portfolio holdings will be made to any party unless such party has signed a written Confidentiality Agreement. For purposes of the disclosure policies, any Confidentiality Agreement must be in a form and substance acceptable to, and approved by, the Trusts officers.
Evaluation Service Providers. There are numerous mutual fund evaluation services (such as Morningstar, Inc. and Broadridge Financial Solutions, Inc., formerly Lipper, Inc.) and due diligence departments of broker-dealers and wirehouses that regularly analyze the portfolio holdings of mutual funds in order to monitor and report on various attributes. These services and departments then distribute the results of their analysis to the public, paid subscribers and/or in-house brokers. In order to facilitate the review of the Trust by these services and departments, the Trust may distribute (or authorize the Service Providers and the Trusts custodian or fund accountants to distribute) month-end portfolio holdings to such services and departments only if such entity has executed a confidentiality agreement.
Additional Restrictions. Notwithstanding anything herein to the contrary, the 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 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 Mr. 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.
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 |
|||||
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). |
67 |
Director, the Holland Series
Fund, Inc.; Director, The China Fund, Inc.(1992- 2017); 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. |
67 |
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 2019); Senior Advisor to NGN Capital LLC (2019 - present); and Managing Director, Vice President of Walden Capital Management (1996 present). |
67 |
Director of Kleinfeld Bridal
Corp. (March 2016
present); Trustee of
|
31
NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION
DURING PAST FIVE YEARS AND RELEVANT EXPERIENCE |
NUMBER OF
FUNDS IN FUND COMPLEX OVERSEEN BY TRUSTEE |
OTHER
DIRECTORSHIPS HELD BY TRUSTEE DURING PAST FIVE YEARS |
|||||
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). |
67 |
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
|
67 | None. | |||||
Bruce D. Taber c/o SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1943 |
Trustee and 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
Cash Management Fund
|
49 | None. |
32
|
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 individual listed below is a Trustee who is an interested person, as defined in the 1940 Act, of the Trusts (Interested Trustee). |
(2) |
Ms. Needham is an Interested Trustee because of her 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 | Chairman, SSGA Funds Management, Inc. (March 2020 present); President and Director, SSGA Funds Management, Inc. (2001 present)*; Senior Managing Director, State Street Global Advisors (1992 present); Manager, State Street Global Advisors Funds Distributors, LLC (May 2017 present).* |
33
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 |
|||
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 at 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). |
34
NAME, ADDRESS, AND YEAR OF BIRTH |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS |
|||
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). | |||
Sean OMalley SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1969 |
Chief Legal Officer |
Term: Indefinite Elected: 8/19 |
Senior Vice President and Deputy General Counsel, State Street Global Advisors (November 2013 present). | |||
Andrew DeLorme SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1975 |
Secretary |
Term: Indefinite Elected: 8/19 |
Vice President and Senior Counsel, State Street Global Advisors (April 2016 present); Vice President and Counsel, State Street Global Advisors (August 2014 March 2016). | |||
Kevin Morris SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1982 |
Assistant Secretary |
Term: Indefinite Elected: 8/19 |
Vice President and Senior Counsel, State Street Global Advisors (April 2019 present); Vice President and Counsel, State Street Global Advisors (January 2016 April 2019); Director, Asset Management Compliance, Fidelity Investments (June 2015 January 2016); Senior Compliance Advisor, Asset Management Compliance, Fidelity Investments (June 2012 June 2015). | |||
David Urman SSGA Funds Management, Inc. One Iron Street Boston, MA 02210 YOB: 1985 |
Assistant Secretary |
Term: Indefinite Elected: 8/19 |
Vice President and Senior Counsel, State Street Global Advisors (April 2019 present); Vice President and Counsel, State Street Global Advisors (August 2015 April 2019); Associate, Ropes & Gray LLP (November 2012 August 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 49 years of experience in the financial services industry including 23 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.
35
John R. Costantino: In addition to his tenure as a board member of various other funds advised by SSGA FM, Mr. Costantino has over 31 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 State Street Institutional Investment Trust, State Street Master Funds, 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 a manager of 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 State Street Institutional Investment Trust, State Street Master Funds, 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 39 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 20 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 State Street Institutional Investment Trust, State Street Master Funds, Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
Patrick J. Riley: Mr. Riley is an experienced business executive with over 43 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 31 years and possesses significant experience regarding the operations and history of the Trust. Mr. Riley serves as a Trustee of the State Street Institutional Investment Trust, State Street Master Funds, 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 51 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 State Street Institutional Investment Trust, State Street Master Funds, 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 46 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 State Street Institutional Investment Trust, State Street Master Funds, Navigator Trust, State Street Institutional Investment Trust and State Street Master Funds.
Michael A. Jessee: Mr. Jessee is an experienced business executive with approximately 43 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 State Street Institutional Investment Trust, State Street Master Funds, Navigator Trust, SSGA Funds, Elfun Funds, State Street Institutional Funds and State Street Variable Insurance Funds, Inc.
36
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 QLCC).
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, 2019, 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, 2019, the Governance Committee held two meetings and the Nominating Committee held one 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, 2019, 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, 2019, 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, is an employee of the Adviser, and serves as a Trustee and as the President of the Trust. The Board believes that this leadership structure is appropriate, since Ms. Needham provides 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.
37
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, 2019, none of the Independent Trustees or their immediate family members had any ownership of securities of the Adviser or State Street Global Advisors Funds Distributors, LLC (SSGA FD), the Trusts distributor, or any person directly or indirectly controlling, controlled by or under common control with the Adviser or SSGA FD.
The following table sets forth information describing the dollar range of the Trusts equity securities beneficially owned by each Trustee as of December 31, 2019.
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 |
None | None | ||||||
Donna M. Rapaccioli |
None | None | ||||||
Name of Interested Trustees |
||||||||
James E. Ross(1) |
None | Over $100,000 | ||||||
Ellen M. Needham |
None | None |
1. |
Mr. Ross resigned as a Trustee on March 27, 2020. |
Trustee Compensation
Independent Trustees are compensated on a calendar year basis. Any Trustee who is deemed to be an interested person (as defined in the 1940 Act) of the Funds does not receive compensation from the Funds for his or her service as a Trustee. As of January 1, 2020, 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. (together, the Fund Entities), a $210,000 annual base retainer in addition to $22,500 for each in-person
38
meeting, $6,000 for each special in-person meeting and $2,500 for each telephonic meeting from the Trusts. The Co-Chairpersons receive an additional $60,000 annual retainer. The annual base retainer paid to Mr. Taber is $197,400 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. As of January 1, 2020, the total annual compensation paid to the Independent Trustees (other than telephonic and special meeting fees) will be allocated to each Fund Entity as follows: 50% will be allocated to each Fund Entity or, if applicable, each series thereof, equally based on the number of Fund Entities; and 50% will be allocated among the Fund Entities or, if applicable, each series based on relative net assets excluding, however, any feeder fund that invests in a master fund that is a Fund Entity or series thereof. 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 following table sets forth the total remuneration of Trustees and officers of the Trust for the fiscal year ended December 31, 2019:
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 |
$ | 90,072 | $ | 0 | $ | 0 | $ | 353,750 | ||||||||
Patrick J. Riley |
$ | 90,072 | $ | 0 | $ | 0 | $ | 353,750 | ||||||||
Richard D. Shirk |
$ | 73,920 | $ | 0 | $ | 0 | $ | 303,750 | ||||||||
Rina K. Spence |
$ | 73,920 | $ | 0 | $ | 0 | $ | 303,750 | ||||||||
Bruce D. Taber |
$ | 76,018 | $ | 0 | $ | 0 | $ | 294,563 | ||||||||
Michael A. Jessee |
$ | 73,920 | $ | 0 | $ | 0 | $ | 303,750 | ||||||||
John R. Costantino |
$ | 73,920 | $ | 0 | $ | 0 | $ | 303,750 | ||||||||
Donna M. Rapaccioli |
$ | 73,920 | $ | 0 | $ | 0 | $ | 303,750 | ||||||||
NAME OF INTERESTED TRUSTEES |
||||||||||||||||
James E. Ross(1) |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
Ellen M. Needham |
$ | 0 | $ | 0 | $ | 0 | $ | 0 |
1. |
Mr. Ross resigned as a Trustee on March 27, 2020. |
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 March 31, 2020, 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 March 31, 2020, 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 Aggregate Bond index Portfolio |
||||
State Street Aggregate Bond Index Feeder Fund One Lincoln Street Boston, MA 02210 |
27.45 | % | ||
State Street Equity 500 Index II Portfolio |
||||
State Street Equity 500 Index Feeder Fund One Lincoln Street Boston, MA 02210 |
39.37 | % |
As of March 31, 2020, 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 Aggregate Bond index Portfolio |
||||
State Street Aggregate Bond Index Feeder Fund One Lincoln Street Boston, MA 02210 |
27.45 | % | ||
State Street Target Retirement 2025 Fund One Lincoln Street Boston, MA 02210 |
18.03 | % | ||
State Street Target Retirement 2030 Fund One Lincoln Street Boston, MA 02210 |
15.38 | % | ||
State Street Target Retirement 2020 Fund One Lincoln Street Boston, MA 02210 |
14.59 | % | ||
State Street Target Retirement 2035 Fund One Lincoln Street Boston, MA 02210 |
9.44 | % | ||
State Street Target Retirement Feeder Fund One Lincoln Street Boston, MA 02210 |
8.70 | % | ||
State Street Target Retirement 2040 Fund One Iron Street Boston, MA 02210 |
5.18 | % | ||
State Street Equity 500 Index II Portfolio |
||||
State Street Equity 500 Index Feeder Fund One Lincoln Street Boston, MA 02210 |
39.37 | % | ||
State Street Target Retirement 2030 Feeder Fund One Lincoln Street Boston, MA 02210 |
10.69 | % | ||
State Street Target Retirement 2035 Feeder Fund One Lincoln Street Boston, MA 02210 |
9.88 | % | ||
State Street Target Retirement 2040 Feeder Fund |
||||
One Lincoln Street Boston, MA 02210 |
8.89 | % | ||
State Street Target Retirement 2025 Feeder Fund One Lincoln Street Boston, MA 02210 |
8.85 | % | ||
State Street Target Retirement 2045 Feeder Fund One Lincoln Street Boston, MA 02210 |
6.93 | % | ||
State Street Target Retirement 2020 Feeder Fund One Lincoln Street Boston, MA 02210 |
5.25 | % | ||
State Street Global All Cap Equity ex-US Index Portfolio (Formerly State Street Global All Cap Equity ex-US Index Portfolio) |
||||
State Street Global EX-US Index Feeder Fund One Lincoln Street Boston, MA 02210 |
18.34 | % | ||
State Street Target Retirement 2030 Feeder Fund One Iron Street Boston, MA 02210 |
13.94 | % | ||
State Street Target Retirement 2035 Feeder Fund One Iron Street Boston, MA 02210 |
13.23 | % | ||
State Street Target Retirement 2040 Feeder Fund One Iron Street Boston, MA 02210 |
12.35 | % | ||
State Street Target Retirement 2025 Feeder Fund One Iron Street Boston, MA 02210 |
10.53 | % | ||
State Street Target Retirement 2045 Feeder Fund One Iron Street Boston, MA 02210 |
10.00 | % | ||
State Street Target Retirement 2050 Feeder Fund One Iron Street Boston, MA 02210 |
6.71 | % | ||
State Street Target Retirement 2020 Feeder Fund One Iron Street Boston, MA 02210 |
5.58 | % | ||
State Street Small/Mid Cap Equity Index Portfolio |
||||
State Street Target Retirement 2040 Feeder Fund One Iron Street Boston, MA 02210 |
14.41 | % | ||
State Street Target Retirement 2035 Feeder Fund One Iron Street Boston, MA 02210 |
13.94 | % | ||
State Street Target Retirement 2030 Feeder Fund One Iron Street Boston, MA 02210 |
13.21 | % | ||
State Street Equity Index Fund State Street Financial Center Boston, MA 02210 |
13.09 | % | ||
State Street Target Retirement 2045 Feeder Fund One Iron Street Boston, MA 02210 |
13.02 | % | ||
State Street Target Retirement 2025 Feeder Fund One Iron Street Boston, MA 02210 |
9.64 | % | ||
State Street Target Retirement 2050 Feeder Fund One Iron Street Boston, MA 02210 |
9.12 | % | ||
State Street Target Retirement 2020 Feeder Fund One Iron Street Boston, MA 02210 |
5.02 | % |
39
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.
Total Annual Fund Operating Expense Waivers. The Adviser has contractually agreed with the Trust, through April 30, 2021 (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 |
|||
Aggregate Bond Index Portfolio |
0.025 | % | ||
Equity 500 Index II Portfolio |
0.02 | % | ||
Global All Cap Equity ex-U.S. Index Portfolio |
0.08 | % | ||
Small/Mid Cap Equity Index Portfolio |
0.03 | % |
Voluntary Yield Waiver. Each of SSGA FM and SSGA FD (each a Service Provider) may reimburse expenses or waive fees to avoid negative yield (the Voluntary Reduction), or a yield below a specified level, for the Cash Reserves Portfolio. Any such waiver or reimbursement would be voluntary and may be revised or cancelled at any time without notice. The Cash Reserves Portfolio has agreed, subject to certain limitations, to reimburse the Service Provider for the full dollar amount of any Voluntary Reduction incurred after May 1, 2020. Each Service Provider may, in its sole discretion, irrevocably waive receipt of any or all reimbursement amounts due from the Portfolio, without limitation. For the year ended December 31, 2019, the Service Providers had not waived fees and/or reimbursed expenses under the Voluntary Reduction.
40
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, 2017, December 31, 2018, and December 31, 2019 are set forth in the table below:
Portfolio |
Fiscal year
ended December 31, 2017 |
Fiscal year
ended December 31, 2018 |
Fiscal year
ended December 31, 2019 |
|||||||||
Aggregate Bond Index Portfolio |
$ | 1,400 | $ | 0 | $ | 0 | ||||||
Equity 500 Index II Portfolio |
$ | 5,785 | $ | 0 | $ | 0 | ||||||
Global All Cap Equity ex-U.S. Index Portfolio |
$ | 3,470 | $ | 0 | $ | 0 | ||||||
Small/Mid Cap Equity Index Portfolio |
$ | 954 | $ | 0 | $ | 0 |
The administration fees paid by the Cash Reserves Portfolio and the Ultra Short Term Bond Portfolio to SSGA FM have been omitted because the Portfolios had not commenced investment operations as of December 31, 2019.
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 sub-administration, custody, fund accounting and transfer agency 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, fund accounting and transfer agency fees paid by the Portfolios to State Street for the last three fiscal years are set forth in the table below.
Portfolio |
Fiscal year
ended December 31, 2017 |
Fiscal year
ended December 31, 2018 |
Fiscal year
ended December 31, 2019 |
|||||||||
Aggregate Bond Index Portfolio |
$ | 53,670 | $ | 124,114 | $ | 161,180 | ||||||
Equity 500 Index II Portfolio |
$ | 221,594 | $ | 366,437 | $ | 437,115 | ||||||
Global All Cap Equity ex-U.S. Index Portfolio |
$ | 355,582 | $ | 789,977 | $ | 876,304 | ||||||
Small/Mid Cap Equity Index Portfolio(1) |
$ | 36,574 | $ | 104,584 | $ | 129,340 |
The sub-administration, custodian and transfer agency fees paid by the Cash Reserves Portfolio and the Ultra Short Term Bond Portfolio to State Street have been omitted because the Portfolios had not commenced investment operations as of December 31, 2019.
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.
41
For the fiscal year ended December 31, 2019, 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 |
||||||||||||||||||||||||||||
Aggregate Bond Index Portfolio |
$ | 810,789.24 | $ | 18,648.02 | $ | 13,839.31 | $ | 0.00 | $ | 0.00 | $ | 672,572.14 | $ | 0.00 | $ | 705,059.47 | $ | 105,729.77 | ||||||||||||||||||
Equity 500 Index II Portfolio |
$ | 358,645.43 | $ | 14,655.47 | $ | 4,762.88 | $ | 0.00 | $ | 0.00 | $ | 256,147.26 | $ | 0.00 | $ | 275,565.61 | $ | 83,079.82 | ||||||||||||||||||
Global All Cap Equity ex-U.S. Index Portfolio |
$ | 1,820,322.02 | $ | 154,215.95 | $ | 18,487.41 | $ | 0.00 | $ | 0.00 | $ | 773,665.21 | $ | 0.00 | $ | 946,368.57 | $ | 873,953.45 | ||||||||||||||||||
Small/Mid Cap Equity Index Portfolio |
$ | 1,798,545.29 | $ | 114,740.69 | $ | 21,441.29 | $ | 0.00 | $ | 0.00 | $ | 1,011,080.43 | $ | 0.00 | $ | 1,147,262.41 | $ | 651,282.88 |
For the fiscal year ended December 31, 2019, 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.
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.
42
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. Sullivan & Worcester LLP, located at One Post Office Square, Boston, Massachusetts 02109, 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 2019 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 Index Portfolios and the Ultra Short Term Bond Portfolio as of the date of this SAI. The following table lists the number and types of accounts managed by each individual and assets under management in those accounts as of December 31, 2019:
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 |
138 | $ | 631.17 | 255 | $ | 361.45 | 397 | $ | 306.95 | $ | 1,299.57 | |||||||||||||||||
Karl Schneider |
138 | $ | 631.17 | 255 | $ | 361.45 | 397 | $ | 306.95 | $ | 1,299.57 | |||||||||||||||||
Ted Janowsky |
138 | $ | 631.17 | 255 | $ | 361.45 | 397 | $ | 306.95 | $ | 1,299.57 | |||||||||||||||||
Amy Scofield |
138 | $ | 631.17 | 255 | $ | 361.45 | 397 | $ | 306.95 | $ | 1,299.57 | |||||||||||||||||
Olga Winner |
138 | $ | 631.17 | 255 | $ | 361.45 | 397 | $ | 306.95 | $ | 1,299.57 | |||||||||||||||||
Marc DiCosimo |
31 | $ | 71.30 | 108 | $ | 86.78 | 143 | $ | 68.12 | $ | 226.20 | |||||||||||||||||
Joanna Madden |
31 | $ | 71.30 | 108 | $ | 86.78 | 143 | $ | 68.12 | $ | 226.20 | |||||||||||||||||
John Mele |
6 | $ | 3.98 | 1 | $ | 0.06 | 90 | * | $ | 58.82 | * | $ | 62.86 | |||||||||||||||
James Palmieri |
6 | $ | 3.98 | 1 | $ | 0.06 | 90 | * | $ | 58.82 | $ | 62.86 |
* |
Includes 3 accounts (totaling $2.27 billion in assets under management) with performance-based fees. |
The portfolio managers do not beneficially own any shares of any Portfolio as of December 31, 2019.
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.
43
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:
|
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. |
44
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; |
|
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. |
45
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 2017 |
Fiscal year ended
December 31 2018 |
Fiscal year ended
December 31 2019 |
|||||||||
Aggregate Bond Index Portfolio |
| | | |||||||||
Equity 500 Index II Portfolio |
$ | 91,884 | $ | 67,990 | $ | 114,983 | ||||||
Global All Cap Equity ex-U.S. Index Portfolio |
$ | 310,966 | $ | 215,870 | $ | 443,301 | ||||||
Small/Mid Cap Equity Index Portfolio |
$ | 52,601 | $ | 60,610 | $ | 121,376 |
The increase in brokerage commissions paid by the Global All Cap Equity ex-U.S. Index Portfolio and the Small/Mid Cap Equity Index Portfolio for the fiscal year ended December 31, 2019 as compared to the fiscal year ended December 31, 2018 was generally due to an increase in trading due to changing the underlying index which it tracks.
The brokerage commission fees paid by the Cash Reserves Portfolio and the Ultra Short Term Bond Portfolio have been omitted because the Portfolios had not commenced investment operations as of December 31, 2019. The increase in brokerage commissions paid by the Equity 500 Index II Portfolio and the Small/Mid Cap Equity Index Portfolio for the fiscal years ended December 31, 2019 and/or December 31, 2018 as compared to the fiscal year ended December 31, 2017 was generally due to an increase in trading activity caused by an increase in assets during the year.
Securities of Regular Broker-Dealer. Each Trust 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.
The Trusts holdings in Securities of Regular Broker-Dealers as of December 31, 2019 are as follows.
JPMorgan Chase & Co. |
$ | 50,510,614 | ||
Bank of America Corp |
$ | 32,934,398 | ||
Citigroup, Inc. |
$ | 20,142,426 | ||
UBS Securities LLC |
$ | 13,567,996 | ||
HSBC Holdings PLC |
$ | 12,107,204 | ||
Goldman Sachs & Co. |
$ | 8,449,008 | ||
Morgan Stanley |
$ | 7,252,650 | ||
Macquarie Group, Ltd |
$ | 3,016,871 | ||
Credit Suisse |
$ | 2,784,767 | ||
Virtu Financial |
$ | 115,080 |
46
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, 2019 the Global All Cap Equity ex-U.S. Index Fund experienced an increase in portfolio turnover, compared to the previous period, due changing 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.
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.
47
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.
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.
48
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.
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
49
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. Distributions of net short-term capital gain (as reduced by any net long-term capital loss for the taxable year) will be taxable to shareholders as ordinary income. Distributions of investment income properly reported by a Portfolio as derived from qualified dividend income will be taxed in the hands of individuals at the rates applicable to net capital gain, provided holding period and other requirements are met at both the shareholder and Portfolio level. The Aggregate Bond Index Portfolio does not expect its distributions to be derived from qualified dividend income.
The Code generally imposes a 3.8% Medicare contribution tax on the net investment income of certain individuals, trusts and estates to the extent their income exceeds certain threshold amounts. For these purposes, net investment income generally includes, among other things, (i) distributions paid by a Portfolio of net investment income and capital gains, and (ii) any net gain from the sale, redemption, exchange or other taxable disposition of Portfolio shares. Shareholders are advised to consult their tax advisors regarding the possible implications of this additional tax on their investment in a Portfolio.
If a Portfolio makes a distribution to a shareholder in excess of the Portfolios current and accumulated earnings and profits in any taxable year, the excess distribution will be treated as a return of capital to the extent of such shareholders tax basis in its shares, and thereafter as capital gain. A return of capital is not taxable, but it reduces a shareholders tax basis in its shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the shareholder of its shares.
Shareholders of a Portfolio will be subject to federal income taxes as described herein on distributions made by the Portfolio whether received in cash or reinvested in additional shares of the Portfolio.
Distributions with respect to a Portfolios shares are generally subject to U.S. federal income tax as described herein to the extent they do not exceed the Portfolios realized income and gains, even though such distributions may economically represent a return of a particular shareholders investment. Such distributions are likely to occur in respect of shares purchased at a time when a Portfolios NAV 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.
50
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.
If a Portfolio holds, directly or indirectly, one or more tax credit bonds, issued on or before December 31, 2017, on one or more applicable dates during a taxable year, the Portfolio may elect to permit its shareholders to claim a tax credit on their income tax returns equal to each shareholders proportionate share of tax credits from the bond otherwise allowed to the Portfolio. In such a case, shareholders must include in gross income (as interest) their proportionate share of the income attributable to the tax credits. A shareholders ability to claim a tax credit associated with one or more tax credit bonds may be subject to certain limitations imposed by the Code, and the amount of the tax credits may not exceed the amount reported by the Portfolio in a written notice to shareholders. Even if a Portfolio is eligible to pass through tax credits to shareholders, the Portfolio may choose not to do so.
As required by federal law, detailed federal tax information with respect to each calendar year will be furnished to each shareholder early in the succeeding year.
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.
51
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 issued proposed regulations providing that this rule does not apply to the accrual of market discount. If this rule 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.
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
52
retroactively, a portion of a Portfolios income (including income allocated to the Portfolio from certain pass-through entities) that is attributable to a residual interest in a REMIC or an equity interest in a TMP (referred to in the Code as an excess inclusion) will be subject to U.S. federal income tax in all events. This notice also provides, and the regulations are expected to provide, that excess inclusion income of a RIC, such as a Portfolio, will be allocated to shareholders of the RIC in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related interest directly. As a result, a RIC investing in such securities may not be a suitable investment for charitable remainder trusts, as noted below.
In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (UBTI) to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or other tax-exempt entity) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and that otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign shareholder will not qualify for any reduction in U.S. federal withholding tax. A shareholder will be subject to U.S. federal income tax on such inclusions notwithstanding any exemption from such income tax otherwise available under the Code.
Foreign Currency Transactions. Any transaction by a Portfolio in foreign currencies, foreign currency-denominated debt obligations or certain foreign currency options, futures contracts or forward contracts (or similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. Any such net gains could require a larger dividend toward the end of the calendar year. Any such net losses will generally reduce and potentially require the recharacterization of prior ordinary income distributions. Such ordinary income treatment may accelerate a Portfolios distributions to shareholders and increase the distributions taxed to shareholders as ordinary income. Any net ordinary losses so created cannot be carried forward by the Portfolio to offset income or gains earned in subsequent taxable years.
Passive Foreign Investment Companies. Equity investments by a Portfolio in certain passive foreign investment companies (PFICs) could potentially subject the Portfolio to a U.S. federal income tax (including interest charges) on distributions received from the company or on proceeds received from the disposition of shares in the company. This tax cannot be eliminated by making distributions to Portfolio shareholders. However, a Portfolio may elect to avoid the imposition of that tax. For example, a Portfolio may elect to treat a PFIC as a qualified electing fund (i.e., make a QEF election), in which case the Portfolio will be required to include its share of the PFICs income and net capital gains annually, regardless of whether it receives any distribution from the PFIC. A Portfolio also may make an election to mark the gains (and to a limited extent losses) in such holdings to the market as though it had sold (and, solely for purposes of this mark-to-market election, repurchased) its holdings in those PFICs on the last day of the Portfolios taxable year. Such gains and losses are treated as ordinary income and loss. The QEF and mark-to-market elections may accelerate the recognition of income (without the receipt of cash) and increase the amount required to be distributed by the Portfolio to avoid taxation. Either of these elections therefore may require a Portfolio to liquidate other investments (including when it is not advantageous to do so) to meet its distribution requirement, which also may accelerate the recognition of gain and affect the Portfolios total return. Dividends paid by PFICs will not be eligible to be treated as qualified dividend income.
Because it is not always possible to identify a foreign corporation as a PFIC, a Portfolio may incur the tax and interest charges described above in some instances.
Options and Futures. In general, option premiums received by a Portfolio are not immediately included in the income of the Portfolio. Instead, the premiums are recognized when the option contract expires, the option is exercised by the holder, or the Portfolio transfers or otherwise terminates the option (e.g., through a closing transaction). If a call option written by a Portfolio is exercised and the Portfolio sells or delivers the underlying stock, the Portfolio generally will recognize capital gain or loss equal to (a) the sum of the strike price and the option premium received by the Portfolio minus (b) the Portfolios basis in the stock. Such gain or loss generally will be short-term or long-term depending upon the holding period of the underlying stock. If securities are purchased by a Portfolio pursuant to the exercise of a put option written by it, the Portfolio generally will subtract the premium received for purposes of computing its cost basis in the securities purchased. Gain or loss arising in respect of a termination of a Portfolios obligation under an option other than through the exercise of the option will be short-term gain or loss depending on whether the premium income received by the Portfolio is greater or less than the amount paid by the Portfolio (if any) in terminating the transaction. Thus, for example, if an option written by a Portfolio expires unexercised, the Portfolio generally will recognize short-term gain equal to the premium received.
A Portfolios options activities may include transactions constituting straddles for U.S. federal income tax purposes, that is, that trigger the U.S. federal income tax straddle rules contained primarily in Section 1092 of the Code. Such straddles include, for example, positions in a particular security, or an index of securities, and one or more options that offset the former position, including 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
53
property, to the extent of unrealized gain in the latter, and (ii) that the holding period of such a straddle position that has not already been held for the long-term holding period be terminated and begin anew once the position is no longer part of a straddle. Options on single stocks that are not deep in the money may constitute qualified covered calls, which generally are not subject to the straddle rules; the holding period on stock underlying qualified covered calls that are in the money although not deep in the money will be suspended during the period that such calls are outstanding. Thus, the straddle rules and the rules governing qualified covered calls could cause gains that would otherwise constitute long-term capital gains to be treated as short-term capital gains, and distributions that would otherwise constitute qualified dividend income or qualify for the dividends-received deduction to fail to satisfy the holding period requirements and therefore to be taxed as ordinary income or fail to qualify for the dividends-received deduction, as the case may be.
The tax treatment of certain positions entered into by a Portfolio, including regulated futures contracts, certain foreign currency positions and certain listed non-equity options, will be governed by section 1256 of the Code (section 1256 contracts). Gains or losses on section 1256 contracts generally are considered 60% long-term and 40% short-term capital gains or losses (60/40), although certain foreign currency gains and losses from such contracts may be treated as ordinary in character. Also, section 1256 contracts held by a Portfolio at the end of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under the Code) are marked to market with the result that unrealized gains or losses are treated as though they were realized and the resulting gain or loss is treated as ordinary or 60/40 gain or loss, as applicable.
Derivatives, Hedging, and Related Transactions. In addition to the special rules described above in respect of futures and options transactions, a Portfolios transactions in other derivative instruments (e.g., forward contracts and swap agreements), as well as any of its hedging, short sale, securities loan or similar transactions, may be subject to one or more special tax rules (e.g., notional principal contract, straddle, constructive sale, wash sale and short sale rules). These rules may affect whether gains and losses recognized by a Portfolio are treated as ordinary or capital, accelerate the recognition of income or gains to the Portfolio, defer losses to the Portfolio, and cause adjustments in the holding periods of the Portfolios securities, thereby affecting whether capital gains and losses are treated as short-term or long-term. These rules could therefore affect the amount, timing and/or character of distributions to shareholders.
Because these and other tax rules applicable to these types of transactions are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a Portfolio has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a RIC and avoid a Portfolio-level tax.
Commodity-Linked Instruments. A Portfolios direct or indirect investments in commodities and commodity-linked instruments can be limited by the Portfolios intention to qualify as a RIC, and can bear on the Portfolios ability to so qualify. Income and gains from commodities and certain commodity-linked instruments does not constitute qualifying income to a RIC for purposes of the 90% gross income test described above. The tax treatment of some other commodity-linked instruments in which a Portfolio might invest is not certain, in particular with respect to whether income or gains from such instruments constitute qualifying income to a RIC. If a Portfolio were to treat income or gain from a particular instrument as qualifying income and the income or gain were later determined not to constitute qualifying income and, together with any other nonqualifying income, caused the Portfolios nonqualifying income to exceed 10% of its gross income in any taxable year, the Portfolio would fail to qualify as a RIC unless it is eligible to and does pay a tax at the Portfolio level.
Book-Tax Differences. Certain of a Portfolios investments in derivative instruments and foreign currency-denominated instruments, and any of the Portfolios transactions in foreign currencies and hedging activities, are likely to produce a difference between its book income and the sum of its taxable income and net tax-exempt income (if any). If such a difference arises, and a Portfolios book income is less than the sum of its taxable income and net tax-exempt income, the Portfolio could be required to make distributions exceeding book income to qualify as a RIC that is accorded special tax treatment and to avoid an entity-level tax. In the alternative, if a Portfolios book income exceeds the sum of its taxable income (including realized capital gains) and net tax-exempt income, the distribution (if any) of such excess generally will be treated as (i) a dividend to the extent of the Portfolios remaining earnings and profits (including earnings and profits arising from tax-exempt income), (ii) thereafter, as a return of capital to the extent of the recipients basis in its shares, and (iii) thereafter as gain from the sale or exchange of a capital asset.
Investments in Other RICs. If a Portfolio receives dividends from underlying RICs (an underlying RIC) and the underlying RIC reports such dividends as qualified dividend income, then the Portfolio is permitted, in turn, to report a portion of its distributions as qualified dividend income, provided the Portfolio meets the holding period and other requirements with respect to shares of the underlying RIC.
54
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 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 Portfolio invests elects to pass through tax credit bond credits to its shareholders, then the Portfolio is permitted in turn to elect to pass through its proportionate share of those tax credits to its shareholders, provided that the Portfolio meets shareholder notice and other requirements. If an underlying RIC in which a Portfolio invests elects to pass through tax credit bond credits to its shareholders, then the Portfolio is permitted in turn to elect to pass through its proportionate share of those tax credits to its shareholders, provided that the Portfolio meets shareholder notice and other requirements.
The foregoing rules may cause the tax treatments of a Portfolios gains, losses and distributions to differ at times from the tax treatment that would apply if the Portfolio 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.
Foreign Taxation
A Portfolios income, proceeds and gains from sources within foreign countries may be subject to non-U.S. withholding or other taxes, which will reduce the yield on those investments. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. If, at the close of a Portfolios taxable year, more than 50% of the assets of the Portfolio consists of the securities of foreign corporations, the Portfolio may elect to permit shareholders to claim a credit or deduction on their income tax returns for their pro rata portions of qualified taxes paid by a Portfolio to foreign countries in respect of foreign securities that the Portfolio has held for at least the minimum period specified in the Code. In such a case, shareholders will include in gross income from foreign sources their pro rata shares of such taxes paid by such Portfolio. A shareholders ability to claim an offsetting foreign tax credit or deduction in respect of foreign taxes paid by a Portfolio is subject to certain limitations imposed by the Code, which may result in the shareholders not receiving a full credit or deduction (if any) for the amount of such taxes. Shareholders who do not itemize on their U.S. federal income tax returns may claim a credit (but not a deduction) for such foreign taxes. Even if a Portfolio were eligible to make such an election for a given year, it may determine not to do so.
Backup Withholding
A Portfolio generally is required to withhold and remit to the U.S. Treasury a percentage of the taxable distributions and redemption proceeds paid to any individual shareholder who fails to properly furnish the Portfolio with a correct taxpayer identification number (TIN), who has under- reported dividend or interest income, or who fails to certify to the Portfolio that he or she is not subject to such withholding.
Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholders U.S. federal income tax liability, provided the appropriate information is furnished to the IRS.
Tax-Exempt Shareholders
Income of a RIC that would be unrelated business taxable income (UBTI) if earned directly by a tax-exempt entity will not generally constitute UBTI when distributed to a tax-exempt shareholder of the RIC. Notwithstanding this blocking effect, a tax-exempt shareholder could realize UBTI by virtue of its investment in a Portfolio if shares in the Portfolio constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of Code Section 514(b).
A tax-exempt shareholder may also recognize UBTI if a Portfolio recognizes excess inclusion income derived from direct or indirect investments in residual interests in REMICS or equity interests in TMPs if the amount of such income recognized by the Portfolio exceeds the Portfolios investment company taxable income (after taking into account deductions for dividends paid by the Portfolio).
In addition, special tax consequences apply to charitable remainder trusts (CRTs) that invest in RICs that invest directly or indirectly in residual interests in REMICs or equity interests in TMPs. Under legislation enacted in December 2006, a CRT (as defined in section 664 of the Code) that realizes any UBTI for a taxable year must pay an excise tax annually of an amount equal to such UBTI. Under IRS guidance issued in October 2006, a CRT will not recognize UBTI as a result of investing in a RIC that recognizes excess
55
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, 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.
Upon the redemption or exchange of shares of a Portfolio, the Portfolio or, in the case of shares purchased through a financial intermediary, the financial intermediary may be required to provide you and the IRS with cost basis and certain other related tax information about the Portfolio shares you redeemed or exchanged. See the Portfolio prospectuses for more information.
Tax Shelter Reporting
Under Treasury regulations, if a shareholder recognizes a loss of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on IRS Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayers treatment of the loss is proper. Shareholders should consult their tax advisers to determine the applicability of these regulations in light of their individual circumstances.
Non-U.S. Shareholders
Non-U.S. shareholders in a Portfolio should consult their tax advisors concerning the tax consequences of ownership of shares in the Portfolio. Distributions by a Portfolio to shareholders that are not U.S. persons within the meaning of the Code (foreign shareholders) properly reported by the Portfolio as (1) Capital Gain Dividends, (2) short-term capital gain dividends and (3) interest-related dividends, each as defined and subject to certain conditions described below, generally are not subject to withholding of U.S. federal income tax.
In general, the Code defines (1) short-term capital gain dividends as distributions of net short-term capital gains in excess of net long-term capital losses and (2) interest-related dividends as distributions from U.S.-source interest income of types similar to those not subject to U.S. federal income tax if earned directly by an individual foreign shareholder, in each case to the extent such distributions are properly reported as such by a Portfolio in a written notice to shareholders.
The exceptions to withholding for Capital Gain Dividends and short-term capital gain dividends do not apply to (A) distributions to an individual foreign shareholder who is present in the United States for a period or periods aggregating 183 days or more during the year of the distribution and (B) distributions attributable to gain that is treated as effectively connected with the conduct by the foreign shareholder of a trade or business within the United States, under special rules regarding the disposition of U.S. real property interests as described below. If a Portfolio invests in a RIC that pays such distributions to the Portfolio, such distributions retain their character as not subject to withholding if properly reported when paid by the Portfolio to foreign shareholders. The exception to withholding for interest-related dividends does not apply to distributions to a foreign shareholder (i) that has not provided a satisfactory statement that the beneficial owner is not a U.S. person, (ii) to the extent that the dividend is attributable to certain interest on an obligation if the foreign shareholder is the issuer or is a 10% shareholder of the issuer, (iii) that is within certain foreign countries that have inadequate information exchange with the United States, or (iv) to the extent the dividend is attributable to interest paid by a person that is a related person of the foreign shareholder and the foreign shareholder is a controlled foreign corporation). A RIC is permitted to report such parts of its dividends as are eligible to be treated as interest-related or short-term capital gain dividends, but is not required to do so. In the case of shares held through an intermediary, the intermediary may withhold even if a Portfolio reports all or a portion of a payment as an interest-related or short-term capital gain dividend to shareholders.
56
Foreign shareholders should contact their intermediaries regarding the application of withholding rules to their accounts.
Distributions by a Portfolio to foreign shareholders other than Capital Gain Dividends, short-term capital gain dividends and interest-related dividends (e.g., dividends attributable to dividend and foreign-source interest income or to short-term capital gains or U.S. source interest income to which the exception from withholding described above does not apply) are generally subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate).
A foreign shareholder is not, in general, subject to U.S. federal income tax on gains (and is not allowed a deduction for losses) realized on the sale of shares of a Portfolio unless (a) such gain is effectively connected with the conduct of a trade or business carried on by such holder within the United States, (b) in the case of an individual holder, the holder is present in the United States for a period or periods aggregating 183 days or more during the year of the sale and certain other conditions are met, or (c) the special rules relating to gain attributable to the sale or exchange of U.S. real property interests (USRPIs) apply to the foreign shareholders sale of shares of the Portfolio (as described below).
Foreign shareholders with respect to whom income from a Portfolio is effectively connected with a trade or business conducted by the foreign person within the United States will in general be subject to U.S. federal income tax on the income derived from the Portfolio at the graduated rates applicable to U.S. citizens, residents or domestic corporations, whether such income is received in cash or reinvested in shares of the Portfolio and, in the case of a foreign corporation, may also be subject to a branch profits tax. If a foreign shareholder is eligible for the benefits of a tax treaty, any effectively connected income or gain will generally be subject to U.S. federal income tax on a net basis only if it is also attributable to a permanent establishment maintained by the shareholder in the United States. More generally, foreign shareholders who are residents in a country with an income tax treaty with the United States may obtain different tax results than those described herein, and are urged to consult their tax advisors.
Special rules would apply if a Portfolio were a qualified investment entity (QIE) because it is either a U.S. real property holding corporation (USRPHC) or would be a USRPHC but for the operation of certain exceptions to the definition thereof. Very generally, a USRPHC is a domestic corporation that holds USRPIs the fair market value of which equals or exceeds 50% of the sum of the fair market values of the corporations USRPIs, interests in real property located outside the United States, and other trade or business assets. USRPIs are generally defined as any interest in U.S. real property and any interest (other than solely as a creditor) in a USRPHC or, very generally, an entity that has been a USRPHC in the last five years. A Portfolio that holds, directly or indirectly, significant interests in REITs may be a USRPHC. Interests in domestically controlled QIEs, including REITs and RICs that are QIEs, not-greater-than-10% interests in publicly traded classes of stock in REITs and not-greater-than-5% interests in publicly traded classes of stock in RICs generally are not USRPIs, but these exceptions do not apply for purposes of determining whether a Portfolio is a QIE. If an interest in a Portfolio were a USRPI, the Portfolio would be required to withhold U.S. tax on the proceeds of a share redemption by a greater-than-5% foreign shareholder, in which case such foreign shareholder generally would also be required to file U.S. tax returns and pay any additional taxes due in connection with the redemption.
If a Portfolio were a QIE under a special look-through rule, any distributions by the Portfolio to a foreign shareholder attributable directly or indirectly to (i) distributions received by the Portfolio from a lower-tier REIT that the Portfolio is required to treat as USRPI gain in its hands and (ii) gains realized on the disposition of USRPIs by the Portfolio, would retain their character as gains realized from USRPIs in the hands of the Portfolios foreign shareholders and would be subject to U.S. tax withholding. In addition, such distributions could result in the foreign shareholder being required to file a U.S. tax return and pay tax on the distributions at regular U.S. federal income tax rates. The consequences to a foreign shareholder, including the rate of such withholding and character of such distributions (e.g., as ordinary income or USRPI gain), would vary depending upon the extent of the foreign shareholders current and past ownership of the Portfolio. Each Portfolio generally does not expect that it will be a QIE.
Foreign shareholders of a Portfolio also may be subject to wash sale rules to prevent the avoidance of the tax-filing and payment obligations discussed above through the sale and repurchase of Portfolio shares.
Foreign shareholders should consult their tax advisers and, if holding shares through intermediaries, their intermediaries, concerning the application of these rules to their investment in a Portfolio.
57
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.
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.
Investment companies, common and commingled trust funds and similar organizations and entities may continuously invest in the Portfolios.
The audited financial statements for the fiscal year ended December 31, 2019 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, 2020 as part of the Trusts filing on Form N-CSR (SEC Accession No. 0001193125-20-064502) and are incorporated into this SAI by reference. The Annual Report is available, without charge, upon request, by calling (866) 392-0869.
58
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.
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. |
A-2
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: 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.
A-3
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. |
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.
A-4
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 POLICY AND 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.
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. |
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.
B-1
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
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-2
APPENDIX C - ADVISERS PROXY VOTING PROCEDURES AND GUIDELINES
Insights Asset Stewardship
March 2020 |
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
|
||||
|
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.
|
||||
|
C-1
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 consider 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: | ||||
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. |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
C-2 |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
C-3 |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
C-4 |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
C-5 |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
C-6 |
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
C-7 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10-20125 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 Ireland
Limited, registered in Ireland with company number 145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved.
ID181820-3003736.2.1.GLB.RTL 0320 Exp. Date: 03/31/2021
|
|
|||||
|
Global Proxy Voting and Engagement Principles | |||||
C-8 |
|
||||||
|
||||||
C-9 |
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 overrides of Guidelines, 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.
|
||||
Endnotes |
1 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. |
|
|
|||||
|
Managing Conflicts of Interest Arising From State Street Global Advisors Proxy Voting and Engagement Activity |
|||||
C-10 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10 - 20125 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 Ireland
Limited, registered in Ireland with company number 145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved.
ID178863-3002323.1.1.GBL.RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Managing Conflicts of Interest Arising From State Street Global Advisors Proxy Voting and Engagement Activity |
|||||
C-11 |
Insights |
||||
Asset Stewardship
March 2020 |
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 Boards (SASB) Industry Standards |
||||
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) or the Global Reporting Initiative |
||||
Our proprietary R-FactorTM1 score |
|
||||||
|
||||||
C-12 |
|
|
|||||
|
Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues | |||||
C-13 |
|
|
|||||
|
Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues | |||||
C-14 |
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 Maryah Island, Abu Dhabi, United Arab Emirates.
Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered
offi Level 15, 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 offi of State Street Global Advisors Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised and regulated by the Central Bank of Ireland, and whose registered offi is at 78 Sir John Rogersons Quay, Dublin 2. Canada: State Street Global Advisors, Ltd., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai: State Street Global Advisors
Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th fl ), 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, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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 offi 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.
Authorised 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 offi 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, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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 offi is at Via Ferrante Aporti, 10 - 20125 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 fl Herikerbergweg 29 1101 CN Amsterdam, Netherlands. T: 31 20 7181701. SSGA Netherlands is a branch offi of State Street Global Advisors Ireland Limited, registered in
Ireland with company number 145221, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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). T: +65 6826-7555. F: +65 6826-7501.
Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No.
5776591 81. Registered offi 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved. ID179700-3002028.1.1.GBL
.RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Global Proxy Voting and Engagement Guidelines for Environmental and Social Issues | |||||
C-15 |
Insights Asset Stewardship
March 2020 |
Proxy Voting and Engagement Guidelines: Australia and New Zealand
|
|||
State Street Global Advisors Australia and New Zealand Proxy Voting and Engagement Guidelines1 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, which provide a detailed explanation of our approach to voting and engaging with companies and State Street Global Advisors Conflict Mitigation 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.
|
||||
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. |
|
||||||
|
||||||
C-16 |
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 |
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. |
|||
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
C-17 |
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 voting on the election or re-election of a director, we also consider the number of outside board directorships that a non-executive and an executive may undertake. Thus, we may withhold votes from board chairs and lead independent directors who sit on more than three public company boards, and from non-executive directors who hold more than four public company board mandates. We may also take voting action against named executive officers who undertake more than two public board memberships. We also consider attendance at board meetings and may withhold votes from directors who attend less than 75% of board meetings without appropriate explanation or providing reason for their failure to meet the attendance threshold. 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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
C-18 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
C-19 |
Shareholder Rights and Capital- Related Issues Share Issuances
|
||||
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 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 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
C-20 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
C-21 |
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.
|
|||||
Endnotes |
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 R-FactorTM is a scoring system created by SSGA that measures the performance of a companys business operations and governance as it relates to financially material ESG factors facing the companys industry. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
C-22 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10-20125 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 Ireland |
Limited, registered in Ireland with company number 145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation. All Rights Reserved. ID178858-3001282.1.1.GBL.RTL 0320 Exp. Date: 03/31/2021 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Australia and New Zealand | |||||
C-23 |
Insights |
||||
Asset Stewardship
March 2020 |
Proxy Voting and Engagement Guidelines: Europe | |||
State Street Global Advisors European Proxy Voting and Engagement Guidelines1 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, which provide a detailed explanation of our approach to voting and engaging with companies, and State Street Global Advisors Conflict Mitigation 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, as well as environmental, social and other governance-related issues. | ||||
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. |
|
||||||
|
||||||
C-24 |
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. | ||||
|
State Street Global Advisors is a signatory to the United Nations Principles for 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 | 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. | |||
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. |
||||
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 |
||||
Serving as an employee or government representative and |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-25 |
Overall average board tenure and individual director tenure at issuers with classified and de-classified boards, respectively |
||||
Company classification of a director as non-independent |
||||
While overall board independence requirements and board structures differ from market to market, we consider voting against directors we deem non-independent 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 may withhold support for a proposal to discharge the board if a company fails to meet adequate governance standards or board level independence. | ||||
We also assess the division of responsibilities between chair 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. However, we may take voting action against the chair or members of the nominating committee at the STOXX Europe 600 companies that have combined the roles of chair and CEO and have not appointed an independent deputy chair or a lead independent director. | ||||
When voting on 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. Thus, we may withhold votes from board chairs and lead independent directors who sit on more than three public company boards, and from non-executive directors who hold more than four public company board mandates. We may also take voting action against named executive officers who undertake more than two public board memberships. | ||||
We also consider attendance at board meetings and may withhold votes from directors who attend less than 75% of board meetings without appropriate explanation or providing reason for their failure to meet the attendance threshold . 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. Moreover, 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. | ||||
Further, we expect boards of STOXX Europe 600 listed companies to have at least one female board member. If a company fails to meet this expectation, State Street Global Advisors may vote against the Chair of the boards nominating committee or the board leader in the absence of a nominating committee, if necessary. | ||||
Although we generally are in favour of the annual election of directors, we recognise 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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-26 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-27 |
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 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 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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-28 |
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 interest 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: | ||||
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. |
||||
|
|
|||
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 anti-takeover 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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-29 |
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, 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 sustainability issue would promote long-term shareholder value in the context of the companys existing practices and disclosures as well as existing market practice. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-30 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-31 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10 - 20125 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 Ireland Limited, registered in Ireland with company number
145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved.
ID178878-3001282.1.1 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Europe | |||||
C-32 |
|
||||||
|
||||||
C-33 |
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 |
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. |
|||
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. If a company fails to meet this expectation, State Street Global Advisors may vote against the Chair of the boards nominating committee or the board leader in the absence of a nominating committee, if necessary. | ||||
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
C-34 |
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, 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 |
||||
State Street Global Advisors may take voting action against board members at companies on the TOPIX 100 that are laggards based on their R-FactorTM scores2 and cannot articulate how they plan to improve their score. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
C-35 |
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 |
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
C-36 |
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 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
C-37 |
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.
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.
|
|||
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.
|
|||
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.
|
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
C-38 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
C-39 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10 - 20125 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 Ireland Limited, registered in Ireland with company number
145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised and regulated by the Eidgenössische Finanzmarktaufsicht (FINMA). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)4424570 00. F: +41 (0)442457016. United Kingdom: State Street Global Advisors Limited. Authorised 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: 02033956000. F: 02033956350. United States: State Street Global Advisors, One Iron Street, Boston, MA 02210 -1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved. ID178876-3001933.1.1.GBL.RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Japan | |||||
C-40 |
Insights |
||||
Asset Allocation
March 2020 |
Proxy Voting and Engagement Guidelines: North America |
|||
State Street Global Advisors North America Proxy Voting and Engagement Guidelines1 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. | ||||
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). |
||||
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. |
|
||||||
|
||||||
C-41 |
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 |
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. |
|||
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. | ||||
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-42 |
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 consider 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 |
||||
NEOs of a public company who sit on more than two public company boards |
||||
Board chairs or lead independent directors who sit on more than three public company boards |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-43 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-44 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-45 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-46 |
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-47 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-48 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-49 |
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 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-50 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-51 |
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 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-52 |
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.
|
|||||
Endnotes |
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 R-FactorTM is a scoring system created by SSGA that measures the performance of a companys business operations and governance as it relates to financially material ESG factors facing the companys industry.
3 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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-53 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered office: Level 15, 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 Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised 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., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, 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, authorised 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. Authorised 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, authorised 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 Ferrante Aporti, 10-20125 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 Ireland
Limited, registered in Ireland with company number 145221, authorised 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved.
ID178872-3001365.1.1.GBL.RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Proxy Voting and Engagement Guidelines: North America | |||||
C-54 |
Insights |
||||
Asset Stewardship | Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||
March 2020 |
||||
State Street Global Advisors United Kingdom and Ireland Proxy Voting and Engagement Guidelines1 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. | ||||
|
|
|||
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. | ||||
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 that obtain a primary listing on the London Stock Exchange or the Irish Stock Exchange, regardless of domicile, 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. |
|
||||||
|
||||||
C-55 |
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 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 for 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 | 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. | |||
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. | ||||
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 |
||||
Company classification of a director as non-independent |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
C-56 |
When voting on 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. Thus, we may withhold votes from board chairs and lead independent directors who sit on more than three public company boards, and from non-executive directors who hold more than four public company board mandates. We may also take voting action against Named Executive Officers who undertake more than two public board memberships. |
||||
We also consider attendance at board meetings and may withhold votes from directors who attend less than 75% of board meetings in a given year without appropriate explanation or providing reason for their failure to meet the attendance threshold. 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. | ||||
Further, we expect boards of FTSE 350 listed companies to have at least one female board member. If a company fails to meet this expectation, State Street Global Advisors may vote against the chair of the boards nominating committee or the board leader in the absence of a nominating committee, if necessary. Additionally, if a company fails to meet this expectation for four consecutive years, State Street Global Advisors may vote against all incumbent members of the nominating committee. | ||||
While we are generally supportive of having the roles of chair and CEO separated in the UK market, we assess the division of responsibilities between chair 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 chair/CEO is appointed or a former CEO becomes chair. | ||||
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
C-57 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
C-58 |
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. |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
C-59 |
|
|
|||
Notice Period to Convene a General Meeting | We expect companies to give as much notice as is practicable when calling a general meeting. Generally, we are not supportive of authorizations seeking to reduce the notice period to 14 days. | |||
|
||||
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. | |||
|
|
|||
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 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
C-60 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
C-61 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered offi Level 15, 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 offi of State Street Global Advisors Ireland 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 offi is at 78 Sir John Rogersons Quay, Dublin 2. Canada: State Street Global Advisors, Ltd., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai: State Street Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th fl ), 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 offi 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 offi 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 offi 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 offi 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 offi is at Via Ferrante Aporti, 10 -20125 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 fl Herikerbergweg 29 1101 CN Amsterdam, Netherlands. T: 31 20 7181701. SSGA Netherlands is a branch offi 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 offi 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). 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
2457016. United Kingdom: State Street Global Advisors Limited. Authorized and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 577659181. Registered offi 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 02210-1641. T: +1 617 786 3000.
The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investors particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor.
All information has been obtained from sources believed to be reliable, but its accuracy is not guaranteed. There is no representation or warranty as to the current accuracy, reliability or completeness of, nor liability for, decisions based on such information.
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.
© 2020 State Street Corporation.
All Rights Reserved.
ID178865-3002357.1.1.GBL.
RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Proxy Voting and Engagement Guidelines: United Kingdom and Ireland | |||||
C-62 |
Insights |
||||
Asset Stewardship
March 2020 |
Proxy Voting and Engagement Guidelines: Rest of the World | |||
State Street Global Advisors Rest of the World Proxy Voting and Engagement Guidelines1 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.
|
||||
At State Street Global Advisors, we recognize that markets not covered under specific country/ regional guidelines, specifically emerging markets, are disparate in their corporate governance frameworks and practices. While they 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. 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.
|
||||
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 increase the 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 |
|
||||||
|
||||||
C-63 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Rest of the World | |||||
C-64 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Rest of the World | |||||
C-65 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Rest of the World | |||||
C-66 |
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Rest of the World | |||||
C-67 |
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 Maryah Island, Abu Dhabi, United Arab Emirates. Regulated by ADGM Financial Services Regulatory Authority. T: +971 2 245 9000. Australia: State Street Global Advisors, Australia Services Limited (ABN 16 108 671 441) (AFSL Number 274900) (SSGA, ASL). Registered offi Level 15, 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 offi of State Street Global Advisors Ireland Limited. State Street Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised and regulated by the Central Bank of Ireland, and whose registered offi is at 78 Sir John Rogersons Quay, Dublin 2. Canada: State Street Global Advisors, Ltd., 1981 McGill College Avenue, Suite 500 , Montreal, Quebec, H3A 3A8, T: +514 282 2400 and 30 Adelaide Street East Suite 800, Toronto, Ontario M5C 3G6. T: +647
775 5900. Dubai: State Street Global Advisors Limited, DIFC Branch, Central Park Towers, Suite 15-38 (15th fl ), 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, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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 offi 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. Authorised 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 offi 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, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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 offi is at Via Ferrante Aporti, 10 - 20125 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 fl Herikerbergweg 29 1101 CN Amsterdam, Netherlands. T: 31 20 7181701. SSGA Netherlands is a branch offi of State Street
Global Advisors Ireland Limited, registered in Ireland with company number 145221, authorised and regulated by the Central Bank of Ireland, and whose registered offi 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). T: +65 6826-7555. F: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised 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. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered No. 2509928. VAT No. 5776591 81. Registered offi 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 02210-1641. T: +1 617 786 3000.
© 2020 State Street Corporation.
All Rights Reserved.
ID178868-3002453.1.1.GBL
.RTL 0320
Exp. Date: 03/31/2021
|
|
|||||
|
Proxy Voting and Engagement Guidelines: Rest of the World | |||||
C-68 |
PART C. Other Information
Item 28. |
Exhibits |
1
2
3
4
5
6
7
+ |
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 the Registrants Amended and Restated Declaration of Trust, Article VIII, the 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 the Registrant under the Investment Company Act of 1940, as amended.
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, as amended.
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 | |
Ellen Needham | Chairman, Director and President of SSGA FM; Senior Vice President/Senior Managing Director of SSGA | |
Jeanne La Porta | Director of SSGA FM; Senior Vice President/Senior Managing Director of SSGA | |
Barry Smith | Director of SSGA FM; Senior Vice President/Senior Managing Director of SSGA | |
Lori Heinel | Director of SSGA FM; Executive Vice President of SSGA | |
Steven Lipiner | Director of SSGA FM; Senior Vice President/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 |
8
Name | Principal Occupation | |
Bo Trevino | Treasurer of SSGA FM; Vice President of SSGA | |
Sean OMalley, Esq. | Chief Legal Officer of SSGA FM; Senior Vice President/Senior Managing Director and Deputy General Counsel of SSGA | |
Ann Carpenter | Chief Operating Officer of SSGA FM; Managing Director of SSGA | |
Timothy Corbett | Chief Risk Officer of SSGA FM; Senior Vice President/Senior Managing Director of SSGA | |
Kathryn Sweeney |
CTA - Chief Marketing Officer of SSGA FM; Senior Vice President/Senior Managing Director of SSGA; prior to September 2017, Global ETF Product Manager and Head of U.S. ETF Trading at Goldman Sachs |
|
Andrew DeLorme, Esq. | Clerk of SSGA FM; Vice President and Senior Counsel of SSGA | |
Dan Furman, Esq. | Assistant Clerk of SSGA FM; Managing Director and Managing Counsel of SSGA |
SSGA Ireland serves as the sub-adviser to the State Street International Value Spotlight Fund. SSGA Ireland is a subsidiary of State Street Global Advisors, Inc., which is a subsidiary of State Street Corporation, a publicly held financial holding company. The registered office and principal address of Ireland is 78 Sir John Rogersons Quay, Dublin, Ireland.
Item 32. |
Principal Underwriter |
(a) 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 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 the Registrants knowledge, the managers and executive officers of SSGA FD are as follows:
NAME AND PRINCIPAL BUSINESS ADDRESS* |
POSITION AND OFFICES WITH UNDERWRITER |
POSITION AND OFFICES WITH REGISTRANT |
||
Barry F.X. Smith | Chief Executive Officer, Chairman and Manager | None | ||
Timothy Corbett | Manager | None | ||
Jeanne M. La Porta | Manager | None | ||
Steven Lipiner | Manager | None | ||
Ellen M. Needham | Manager | President and Trustee | ||
Christine Stokes | Manager | None | ||
John Tucker | Manager | 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 | Chief Legal Officer |
* |
The principal business address for each of the above managers and executive officers is One Iron Street, Boston, MA 02210. |
(c) Not applicable.
9
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 FM 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 U.S. Government Money Market Fund, State Street Institutional Treasury Money Market Fund, State Street Institutional Treasury Plus Money Market Fund, State Street Aggregate Bond Index Fund, State Street Equity 500 Index Fund, State Street Global All Cap Equity ex-U.S. Index 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 2065 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, State Street China Equity Select Fund and State Street ESG Liquid Reserves Fund.
State Street Bank and Trust Company
100 Summer Street, 7th 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 Aggregate Bond Index Fund, State Street Equity 500 Index Fund, State Street Global All Cap Equity ex-U.S. Index 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 2065 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, State Street China Equity Select Fund and State Street ESG Liquid Reserves 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 24th day of April, 2020.
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 24th day of April, 2020:
Signature |
Signature |
|
/s/ Michael F. Holland* |
/s/ Donna M. Rapaccioli* |
|
Michael F. Holland, Trustee | Donna M. Rapaccioli, 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 |
*By: |
/s/ Andrew DeLorme |
|
Andrew DeLorme Attorney-in-Fact Pursuant to Powers of Attorney |
SIGNATURES
This Registration Statement contains certain disclosures regarding the State Street International Developed Equity Index Portfolio, State Street Money Market Portfolio, State Street U.S. Government Money Market Portfolio, State Street Treasury Money Market Portfolio, State Street Treasury Plus Money Market Portfolio and State Street ESG Liquid Reserves 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.271 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 24, 2020. 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 24, 2020. Each of the following persons is signing this Post-Effective Amendment No. 271 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/ Donna M. Rapaccioli* |
|
Michael F. Holland, Trustee | Donna M. Rapaccioli, 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 | John R. Costantino, Trustee | |
Officer) and Trustee |
*By: |
/s/ Andrew DeLorme |
|
Andrew DeLorme | ||
Attorney-in-Fact | ||
Pursuant to Powers of Attorney |
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. 271 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 24, 2020. 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 |
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 24, 2020 | ||
Bonny E. Boatman | ||||
/s/ Dwight D. Churchill* |
Trustee | April 24, 2020 | ||
Dwight D. Churchill | ||||
/s/ Frank Nesvet* |
Trustee | April 24, 2020 | ||
Frank Nesvet | ||||
/s/ Claire Richer* |
Trustee | April 24, 2020 | ||
Claire Richer | ||||
/s/ Sandra G. Sponem* |
Trustee | April 24, 2020 | ||
Sandra G. Sponem | ||||
/s/ Carl G. Verboncoeur* |
Trustee | April 24, 2020 | ||
Carl G. Verboncoeur | ||||
/s/ James E. Ross* |
Trustee | April 24, 2020 | ||
James E. Ross | ||||
/s/ Ellen M. Needham |
||||
Ellen M. Needham | President and Principal Executive Officer | April 24, 2020 | ||
/s/ Bruce S. Rosenberg |
||||
Bruce S. Rosenberg | Treasurer and Principal Financial Officer | April 24, 2020 |
*By: |
/s/ Andrew DeLorme |
|
Andrew DeLorme | ||
As Attorney-in-Fact | ||
Pursuant to Power of Attorney |
EXHIBIT INDEX
Ex.28(d)(7)
April 24, 2020
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 All Cap Equity ex-U.S. Index Portfolio |
0.08 | % | April 30, 2021 | |||
State Street Small/Mid Cap Equity Index Portfolio |
0.03 | % | April 30, 2021 | |||
State Street Defensive Global Equity Fund |
0.75 | % | April 30, 2021 |
(b)(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 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, 2021 | |||
State Street Target Retirement 2020 Fund |
0.09 | % | April 30, 2021 | |||
State Street Target Retirement 2025 Fund |
0.09 | % | April 30, 2021 | |||
State Street Target Retirement 2030 Fund |
0.09 | % | April 30, 2021 | |||
State Street Target Retirement 2035 Fund |
0.09 | % | April 30, 2021 | |||
State Street Target Retirement 2040 Fund |
0.09 | % | April 30, 2021 | |||
State Street Target Retirement 2045 Fund |
0.09 | % | April 30, 2021 | |||
State Street Target Retirement 2050 Fund |
0.09 | % | April 30, 2021 | |||
State Street Target Retirement 2055 Fund |
0.09 | % | April 30, 2021 | |||
State Street Target Retirement 2060 Fund |
0.09 | % | April 30, 2021 | |||
State Street Target Retirement 2065 Fund |
0.09 | % | April 30, 2021 | |||
State Street Equity 500 Index Fund |
0.02 | % | April 30, 2021 | |||
State Street Equity 500 Index II Portfolio |
0.02 | % | April 30, 2021 | |||
State Street Aggregate Bond Index Fund |
0.025 | % | April 30, 2021 | |||
State Street Aggregate Bond Index Portfolio |
0.025 | % | April 30, 2021 | |||
State Street Small/Mid Cap Equity Index Fund |
0.045 | % | April 30, 2021 |
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 All Cap Equity ex-U.S. Index Fund |
0.015 | % | April 30, 2021 | |||
State Street International Developed Equity Index Fund |
0.09 | % | April 30, 2021 | |||
State Street Institutional Liquid Reserves Fund |
0.07 | % | April 30, 2021 | |||
State Street Institutional U.S. Government Money Market Fund |
0.07 | % | April 30, 2021 | |||
State Street Institutional Treasury Plus Money Market Fund |
0.07 | % | April 30, 2021 | |||
State Street Institutional Treasury Money Market Fund |
0.07 | % | April 30, 2021 | |||
State Street Emerging Markets Equity Index Fund |
0.12 | % | April 30, 2021 | |||
State Street Cash Reserves Fund |
0.12 | % | April 30, 2021 | |||
State Street Ultra Short Term Bond Fund |
0.30 | % | April 30, 2021 | |||
State Street International Value Spotlight Fund |
0.70 | % | April 30, 2021 | |||
State Street ESG Liquid Reserves Fund |
0.07 | % | April 30, 2021 |
(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, 2021 |
(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 | |||
State Street China Equity Select Fund |
0.90 | % | April 30. 2021 |
(f) to reimburse the 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 (collectively, the Funds)for expenses to the extent that Total Annual Fund Operating Expenses (exclusive of interest, brokerage commissions, taxes, extraordinary expenses, deferred organizational expenses or acquired fund fees and expenses) of the Select Class shares of the Funds exceed 0.08% of average daily net assets on an annual basis, until April 30, 2021.
Each of the above stated fee waiver and/or expense reimbursement arrangements set forth in Section I(a) through Section I(f) (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)(7)
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 (AFFEs), excluding AFFEs derived from the Funds holdings in acquired funds for cash management purposes. 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
Exhibit 28(d)(8)
REIMBURSEMENT AGREEMENT
AGREEMENT made as of , 2020, by and among State Street Master Funds, a Massachusetts business trust, State Street Institutional Investment Trust, a Massachusetts business trust, State Street Navigator Securities Lending Trust, a Massachusetts business trust, Elfun Government Money Market Fund, a Connecticut common law trust (EGMMF) (each a Trust), on behalf of each Trust and any of the Trusts money market series now existing or which may be created in the future (each a Fund and together with EGMMF, each a Fund), SSGA Funds Management, Inc. (SSGA FM), as investment adviser, and State Street Global Advisors Funds Distributors, LLC (SSGA FD), as distributor and, for certain Funds, shareholder services provider (SSGA FM and SSGA FD each a Service Provider).
WHEREAS, each Service Provider has entered into one or more agreements with the Funds to provide investment advisory, administration, distribution and/or shareholder services;
WHEREAS, each Service Provider may undertake contractual obligations from time to time to waive fees and/or reimburse expenses of a Fund or share class thereof (a Class) as necessary to prevent the total expenses of the Fund or Class from exceeding a specified amount, exclusive of certain expenses and/or fees identified in such contract (for each Fund or Class, each a Contractual Total Expense Limit); and
WHEREAS, each Service Provider may further voluntarily reduce all or a portion of its fees and/or reimburse expenses of one or more Funds (to the extent permitted by the Internal Revenue Code of 1986, as amended (the Code)) to the extent necessary to maintain a certain minimum net yield for each such Fund or one or more of its Classes (the Minimum Yield), which may vary from time to time and from Fund to Fund and Class to Class within the same Fund, in SSGA FMs sole discretion (any such waiver or reimbursement of expenses by a Service Provider being referred to herein as a Voluntary Reduction).
NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt whereof is hereby acknowledged, the parties hereto agree as follows:
1. |
Funds Agreement to Reimburse Service Provider. Each Fund hereby agrees to reimburse each Service Provider for the full dollar amount of any Voluntary Reduction in respect of such Fund, provided that a Fund is not obligated to reimburse a Service Provider: |
a. |
more than three years after the end of the fiscal year of the Fund in which the Service Provider provided a Voluntary Reduction; |
b. |
in respect of any business day for which the net annualized one-day yield of such Fund or applicable Class is less than 0.00%; |
c. |
to the extent that the amount of the reimbursement to all Service Providers on any day exceeds fifty percent of the yield (net of all expenses, exclusive of the reimbursement) of the Fund or the Applicable Class on that day; |
1
d. |
to the extent that the amount of such reimbursement would cause the Funds or applicable Classs net yield to fall below the Funds or applicable Classs Minimum Yield; |
e. |
in respect of any such 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; or |
f. |
in any manner that would result in a Class bearing the cost of a reimbursement to the Service Provider for any Class-specific expense (including, without limitation, fees payable in accordance with a plan authorized pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended, or Shareholder Servicing Agreement or similar arrangement) that was waived or reimbursed to the Fund with respect to a different Class. |
A Service Provider may, in its sole discretion, irrevocably waive receipt of any or all reimbursement amounts due from a Fund, without limitation.
For the avoidance of doubt, a Fund is not obligated to reimburse a Service Provider, and each Service Provider agrees to not seek reimbursement, with respect to any amount of a Voluntary Reduction that was waived or reimbursed to a Fund prior to the date hereof. If Service Providers have each provided a Voluntary Reduction that is subject to reimbursement, the parties intend that any amounts reimbursed hereunder shall be first applied with respect to the Voluntary Reduction provided by SSGA FM and applied second with respect to the Voluntary Reduction provided by SSGA FD, unless otherwise required by applicable law, regulation, generally accepted accounting principles, or to preserve a Funds qualification as a regulated investment company under the Code.
2. |
Reporting. On a quarterly basis, SSGA FM will provide a report to the Board of Trustees of each Trust that identifies the aggregate amount of all reimbursements by the Funds to the Service Providers pursuant to this Agreement during the preceding quarter. |
3. |
Duration. This Agreement shall be effective through the first anniversary of the date first above written, and shall continue for successive one-year periods (the Term), provided, however, that a party hereto may terminate this Agreement with respect to it at any time upon 60 days prior notice to the other parties. The expiration or termination of this Agreement will not affect a Funds obligation to reimburse a Service Provider for Voluntary Reductions made during the Term of this Agreement, in accordance with the terms hereof. |
4. |
Payment. Amounts owed hereunder that accrue in a given month shall be payable at the end of such month, accrued on a daily basis, or in accordance with the customary payment practices of each Fund. |
5. |
Limitation of Liability. Each Trust that is a Massachusetts business trust has a copy of its Declaration of Trust on file with the Secretary of The Commonwealth of Massachusetts. The obligations of each such Trust hereunder shall not be binding upon any of the shareholders, Trustees, officers, employees or agents of the Trust, personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of Trust and signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust. |
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
3
Ex.28(h)(1)(l)
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 15, 2020, to be effective December 30, 2019, by and between DST Asset Manager Solutions 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, 2016, 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 December 30, 2019; and |
2. |
All defined terms and definitions in the Agreement shall be the same in this Amendment (the December 30, 2019 Amendment) except as specifically revised by this Amendment; and |
3. |
Except as specifically set forth in this December 30, 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 December 30, 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)
STATE STREET INSTITUTIONAL INVESTMENT TRUST ON BEHALF OF ITSELF AND EACH OF ITS PORTFOLIOS, INDIVIDUALLY AND NOT JOINTLY, AS LISTED ON SCHEDULE A | DST ASSET MANAGER SOLUTIONS, INC. | |||||||
By: |
/s/ Ellen M Needham |
By: |
/s/ Mike Sleightholme |
|||||
Name: | Ellen M Needham | Name: | Mike Sleightholme | |||||
Title: | President | Title: | Vice President | |||||
As an Authorized Officer on behalf of each of the Funds indicated on Schedule A | ||||||||
SSGA FUNDS ON BEHALF OF ITSELD 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 |
SCHEDULE A
Effective Date: December 30, 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 China Equity Select Fund
State Street Defensive Global Equity Fund
State Street Emerging Markets Equity Index Fund
State Street Equity 500 Index Fund
State Street ESG Liquid Reserves Fund
State Street Global All Cap 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)(12)(a)
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,
SEVERALLY AND NOT JOINTLY,
and
STATE STREET BANK AND TRUST COMPANY
1
Execution Version
TABLE OF CONTENTS
PAGE | ||||||
1. |
DEFINITIONS | 5 | ||||
2. |
APPOINTMENT OF STATE STREET | 7 | ||||
3. |
SECURITIES TO BE LOANED | 7 | ||||
4. |
BORROWERS | 8 | ||||
5. |
SECURITIES LOAN AGREEMENTS | 8 | ||||
6. |
LOANS OF AVAILABLE SECURITIES | 9 | ||||
7. |
DISTRIBUTIONS ON AND VOTING RIGHTS WITH RESPECT TO LOANED SECURITIES | 9 | ||||
8. |
COLLATERAL | 10 | ||||
9. |
INVESTMENT OF CASH COLLATERAL AND COMPENSATION | 12 | ||||
10. |
FEE DISCLOSURE | 13 | ||||
11. |
RECORDKEEPING AND REPORTS | 13 | ||||
12. |
STANDARD OF CARE AND INDEMNIFICATION | 13 | ||||
13. |
REPRESENTATIONS AND WARRANTIES | 14 | ||||
14. |
BORROWER DEFAULT INDEMNIFICATION | 15 | ||||
15. |
CONTINUING AGREEMENT AND TERMINATION | 16 | ||||
16. |
NOTICES | 17 | ||||
17. |
SECURITIES INVESTORS PROTECTION ACT OF 1970 NOTICE | 18 | ||||
18. |
AUTHORIZED REPRESENTATIVES | 18 | ||||
19. |
AGENTS | 18 | ||||
20. |
FORCE MAJEURE | 18 | ||||
21. |
NON-US BORROWERS |
18 |
2
Execution Version
22. |
MISCELLANEOUS | 18 | ||||
23. |
CONFIDENTIALITY | 19 | ||||
24. |
USE OF DATA | 20 | ||||
25. |
COUNTERPARTS | 20 | ||||
26. |
MODIFICATION | 20 | ||||
27. |
CLIENT NOTIFICATION OF LIMITATION OF LIABILITY OF TRUSTEES AND SHAREHOLDERS | 20 |
3
Execution Version
EXHIBITS AND SCHEDULES
SCHEDULE A (Schedule of Fees)
SCHEDULE B (Funds)
SCHEDULE C (Acceptable Forms of Collateral)
SCHEDULE D (Schedule of Approved Borrowers)
4
Execution Version
MASTER AMENDED AND RESTATED
SECURITIES LENDING AUTHORIZATION AGREEMENT
Agreement dated the 6th day of January, 2017 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, severally and not jointly, each a registered management investment company organized and existing under the laws of Massachusetts (each, a Trust), and STATE STREET BANK AND TRUST COMPANY acting either directly or through the State Street Affiliates (defined below) (collectively State Street), setting forth the terms and conditions under which State Street is authorized to act on behalf of the Trust with respect to the lending of certain securities of the Trust held by State Street as agent, trustee or custodian.
This Agreement shall be deemed for all purposes to constitute a separate and discrete agreement between State Street and each of the series of each Trust as listed on Schedule B to this Agreement (such Trust acting on behalf of each of its series, a Fund and collectively, the Funds) as it may be amended by the parties, and no series of shares of a Trust shall be responsible or liable for any of the obligations of any other series of such Trust or of any other Trust under this Agreement or otherwise, notwithstanding anything to the contrary contained herein.
NOW, THEREFORE, in consideration of the mutual promises and of the mutual covenants contained herein, each of the parties hereto does hereby covenant and agree as follows:
1. Definitions. For the purposes hereof:
(a) Authorized Representative means any individual designated by a Fund in a written notice to State Street as authorized to act on behalf of such Fund with respect to any of the transactions contemplated by this Agreement, and all individuals so designated shall remain authorized representatives until State Street receives a notice revoking such designation.
(b) Available Securities means the securities of the Funds that are available for Loans pursuant to Section 3.
(c) Borrower means any of the entities to which Available Securities may be loaned under a Securities Loan Agreement, as described in Section 4.
(d) Collateral means collateral delivered by a Borrower to secure its obligations under a Securities Loan Agreement.
(e) Fee Income means fee income received from a Borrower, including Negative Rebates paid by a Borrower in connection with Loans, premiums in connection with non-cash Collateral and fees in connection with fee for holds or other arrangements.
(f) Government Portfolio means the State Street Navigator Securities Lending Government Money Market Portfolio.
(g) Investment Manager when used in any provision, means the person or entity that has discretionary authority over the investment of the Available Securities to which the provision applies.
5
Execution Version
(h) Loan means a loan of Available Securities to a Borrower made under a Securities Loan Agreement.
(i) Loaned Security shall mean any security which is delivered as a Loan under a Securities Loan Agreement; provided that, if any new or different security shall be exchanged for any Loaned Security by recapitalization, merger, consolidation, or other corporate action, such new or different security shall, effective upon such exchange, be deemed to become a Loaned Security in substitution for the former Loaned Security for which such exchange was made.
(j) Minimum Total Spread Test has the meaning set forth in Section 3.
(k) Market Value of a security means the market value of such security (including, in the case of a Loaned Security that is a debt security, the accrued interest on such security) as determined by the independent pricing service designated by State Street, or such other independent sources as may be selected by State Street on a reasonable basis.
(l) Negative Rebate means fees paid by a Borrower for the use of certain securities despite having posted cash Collateral.
(m) Net Investment Income means income (including interest, dividends and realized capital gains) distributed in respect of the investment of cash Collateral, net of applicable fees, charges and expenses, which, in the case of investment of Collateral in a registered fund would be charged prior to distribution.
(n) Obligations means any and all liabilities and obligations of the Fund to State Street arising under or in respect of this Agreement, whether mature or unmatured, contingent or otherwise, including any obligation of the Fund to pay State Street or to reimburse State Street for any credit, advance, overdraft or other indebtedness of the Fund to State Street.
(o) Rebate means the fee paid to a Borrower for the use of cash Collateral.
(p) Replacement Securities means securities of the same issuer, class and denomination as Loaned Securities.
(q) Securities Loan Agreement means the agreement between a Borrower and State Street (on behalf of each of the Funds) that governs Loans, as described in Section 5.
(r) State Street Affiliates means any entity that directly or indirectly through one or more intermediaries, controls State Street or that is controlled by or is under common control with State Street.
(s) Total Spread has the meaning set forth in Section 3.
6
Execution Version
2. Appointment of State Street.
Each Fund hereby appoints and authorizes State Street as its agent to lend Available Securities to Borrowers in accordance with the terms of this Agreement. State Street shall have the responsibility and authority to do or cause to be done all acts State Street shall determine to be desirable, necessary, or appropriate to implement and administer this securities lending program. Each Fund agrees that State Street is acting as a fully disclosed agent and not as principal in connection with the securities lending program. State Street may take action as agent of the Fund on an undisclosed or a disclosed basis. State Street is also hereby authorized to request a third party bank to undertake certain custodial functions in connection with holding of the Collateral provided by a Borrower pursuant to the terms hereof. In connection therewith, State Street may instruct such third party bank to establish and maintain a Borrowers account and a State Street account wherein all Collateral, including cash, shall be maintained by such bank (as applicable) in accordance with the terms of a form of custodial arrangement which shall also be consistent with the terms hereof.
Each Fund also appoints and authorizes State Street as its agent, to enter into fee for holds arrangements with respect to certain Available Securities. State Street will, in return for a fee from the Borrower, hold and reserve certain Available Securities and refrain from lending such Available Securities to any third party without the Borrowers permission, provided, however, that the fee for holds arrangements shall not restrict or otherwise affect the Funds ownership rights (including the ability to sell such Available Securities at any time deemed appropriate by the Fund) with regard to the Available Securities.
3. Securities to be Loaned.
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 as a result of such Loan the aggregate outstanding Loans for such Fund would be in excess of twenty-five percent (25%) of such Funds total asset value, or such alternative limit established by the Fund and communicated in writing to, and acknowledged by, State Street. The parties hereto acknowledge and agree that no such future communication by the Fund shall increase the lending limit above the regulatory limit of thirty-three and on-third percent (33 1/3%). 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.
At the initiation of each Loan collateralized with cash Collateral, the Total Spread must be equal to or greater than twenty-five (25) basis points (the Minimum Total Spread Test). For the avoidance of doubt, loans may have a Total Spread that is lower than twenty-five (25) 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.
7
Execution Version
For purposes of the Minimum Total Spread Test:
Total Spread means, the difference between the yield of the Government Portfolio as reported by the Government Portfolio on the preceding day (or if no yield was reported on the preceding day, the last day a yield was reported), and the Rebate rate. The Fund is aware that because the Minimum Total Spread Test is based off of the yield of the Government Portfolio 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 the Government Portfolio on the day the loan is actually made.
4. Borrowers.
The Available Securities may be loaned to any Borrower identified on Schedule D, the Schedule of Approved Borrowers, as such schedule may be modified from time to time by State Street and the Fund as stated herein. In no event may Available Securities be loaned to any Borrower who is an affiliate of State Street, whether or not such Borrower is listed on Schedule D. State Street shall provide the Funds with a list of current Borrowers that State Street has selected, and shall update such list monthly except where such list remains unchanged from the previous month. Except for any potential Borrowers with respect to whom a Fund notifies State Street in writing that the Borrower is unacceptable, the updated list shall become the amended Schedule D. Any Borrowers deleted from State Streets list of current Borrowers shall automatically be deleted at the same time from Schedule D.
State Street shall not be responsible for any statements, representations, warranties or covenants made by any Borrower in connection with any Loan or for any Borrowers performance of or failure to perform the terms of any Loan under the applicable Securities Loan Agreement or any related agreement, including the failure to make any required payments, except as otherwise expressly provided herein.
5. Securities Loan Agreements. Each Fund authorizes State Street to enter into one or more Securities Loan Agreements with such Borrowers as may be selected by State Street from Schedule D. Each Securities Loan Agreement shall have such terms and conditions as State Street may negotiate with the Borrower; provided, however, that the terms and conditions of Loans thereunder respecting Available Securities of the Funds shall be consistent with the terms hereof and that, unless agreed otherwise by a Fund, each such Securities Loan Agreement shall have such terms and conditions as are necessary to cause any Loan thereunder to be treated as a transaction to which section 1058 of the Internal Revenue Code of 1986, as amended (the Code) applies and to cause any payments with respect to such Loans to constitute payments with respect to securities loans as defined in section 512(a)(5) of the Code. Certain terms of individual Loans, including the Rebate to be paid to the Borrower for the use of cash Collateral, shall be negotiated at the time a Loan is made.
8
Execution Version
6. Loans of Available Securities.
State Street shall be responsible for determining whether any Loans of Available Securities shall be made and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the Fund. In the event of a default (within the meaning of the applicable Securities Loan Agreement) by a Borrower on any Loan State Street shall be fully protected in acting in any manner it deems reasonable and appropriate. Upon notice to State Street, the Fund has the right to direct State Street to initiate action to terminate any Loan made under this Agreement.
Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods, as described in the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest, established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Funds Available Securities will in fact be loaned to Borrowers. Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement.
Each Fund also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement, and in no event later than the earlier to occur of (a) the end of the customary settlement period for such securities; or (b) except as otherwise agreed, the close of the fifth business day (meaning a day that the relevant market is open for trading and clearing) for the relevant market (or markets), following the day on which Borrower receives notice of said termination. Upon receiving a notice from the Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such Available Securities is terminated and that such Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement and in no event later than the earlier of (a) the end of the customary settlement period for such securities; or (b) except as otherwise agreed the close of the fifth business day (meaning a day that the relevant market is open for trading and clearing) for the relevant market (or markets), following the day on which Borrower receives notice of said termination.
7. Distributions on and Voting Rights with Respect to Loaned Securities.
Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Funds account on the date such amounts are delivered by the Borrower to State Street. Any non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Fund or Investment Manager may, by giving State Street ten (10) business days notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Funds account on the date it is delivered to State Street.
9
Execution Version
Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to Available Securities that are on loan on the applicable record date for such Available Securities. Notwithstanding the foregoing, each Fund reserves the right to recall Loans to vote proxies if a material event affecting the investment, as determined by the Fund or its Investment Manager, is to occur. In such event, the Fund shall instruct State Street, at least ten (10) business days prior to the record date established for determining the identity of stockholders entitled to vote the Loan Securities, to terminate the Loan of the Loan Securities. State Street shall use reasonable efforts to terminate the Loan at least five (5) business days prior to the record date.
Each Fund also acknowledges that any payments of distributions from Borrower to the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment may differ from the tax and accounting treatment of such interest or dividend.
If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Fund has first provided State Street with funds to make such payment.
Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as complementary coupons) declared and payable by such company that are equivalent to a refund of any prepayment of French tax (equalization tax or precompte) or an additional tax credit adjustment (credit dimpot).
Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.
8. Collateral.
(a) Receipt of Collateral. Each Fund hereby authorizes State Street (or a third party bank as described in Section 2 above) to receive and to hold, on the Funds behalf, Collateral from Borrowers to secure the obligations of Borrowers with respect to any Loan of Available Securities made on behalf of the Fund pursuant to the Securities Loan Agreements. All investments of cash Collateral shall be for the account and at the risk of the Fund. Concurrently with or prior to the delivery of the Loaned Securities to the Borrower under any Loan, State Street shall receive from the Borrower Collateral in any of the forms listed on Schedule C. Said Schedule may be amended from time to time by State Street and the Fund.
(b) Marking to Market. The initial Collateral received shall have (depending on the nature of the Loaned Securities and the Collateral received) a value of 102% or 105% of the Market Value of the Loaned Securities, or such other value, but not less than 102% of the Market Value of the Loaned Securities, as may be applicable in the jurisdiction in which such Loaned Securities are customarily traded.
10
Execution Version
Pursuant to the terms of the applicable Securities Loan Agreement, State Street shall, in accordance with State Streets reasonable and customary practices, mark Loaned Securities and Collateral to their Market Value each business day based upon the Market Value of the Collateral and the Loaned Securities at the close of business employing the most recently available pricing information, and ensure that each applicable Securities Loan Agreement shall require each Borrower to deliver additional Collateral (for Collateral comprised of a letter of credit, an additional or replacement letter of credit) to State Street as follows:
In the case of Loans from a Fund to a Borrower of (i) US equity securities or (ii) US corporate debt securities, the Borrower will in each case be required to deliver additional Collateral in the event that the Market Value of the Collateral in respect of such Loans is less than one hundred and two percent (102%) of the Market Value of the Loaned Securities, and such additional Collateral together with all Collateral previously delivered in respect of such Loans shall have a Market Value of not less than one hundred and two percent (102%) of the Market Value of the Loaned Securities.
Unless market practice otherwise permits, in the case of Loans from a Fund to a Borrower of non-US equity securities, the Borrower will be required to deliver additional Collateral in the event that the Market Value of the Collateral in respect of such Loans is less than one hundred and five percent (105%) of the Market Value of the Loaned Securities, and such additional Collateral together with all Collateral previously delivered in respect of such Loans shall have a Market Value of not less than one hundred and five percent (105%) of the Market Value of the Loaned Securities; provided, however, that, notwithstanding any contrary market practice that would permit the collateralization of Loans of non-US equity securities below one hundred and five percent (105%), no Loans of non-US equity securities shall be collateralized at a level below one hundred percent (100%) without requiring the Borrower to deliver additional Collateral such that any additional Collateral together with all Collateral previously delivered in respect of such Loans shall have a Market Value of not less than one hundred percent (100%) of the Market Value of the Loaned Securities.
In the case of Loans from a Fund to a Borrower of (i) US government securities (including securities issued by US agencies or instrumentalities), (ii) sovereign debt issued by non-US governments, or (iii) non-US corporate debt securities the Borrower will in each case be required to deliver additional Collateral in the event that the Market Value of the Collateral in respect of such Loans is less than one hundred percent (100%) of the Market Value of the Loaned Securities, and such additional Collateral together with all Collateral previously delivered in respect of such Loans shall have a Market Value of not less than one hundred and two percent (102%) of the Market Value of the Loaned Securities.
(c) Return of Collateral. The Collateral shall be returned to Borrower at the termination of the Loan upon the return of the Loaned Securities by Borrower to State Street in accordance with the applicable Securities Loan Agreement.
(d) Limitations. State Street shall invest cash Collateral in accordance with any directions, including any limitations established by the Trusts and set forth on Schedule A. State Street does not assume any market or investment risk of loss with respect to the investment of cash Collateral. If the value of the cash Collateral so invested is insufficient to return any and all other amounts due to such Borrower pursuant to the Securities Loan Agreement, the relevant Fund shall be responsible for such shortfall as set forth in Section 9.
11
Execution Version
9. Investment of Cash Collateral and Compensation.
(a) Investment of Cash Collateral. To the extent that a Loan is secured by cash Collateral, such cash Collateral, including money received with respect to the investment of the same, or upon the maturity, sale, or liquidation of any such investments, shall be invested by State Street, subject to the directions referred to in Section 8(d) above. State Street does not assume any market or investment risk of loss associated with any investment or change of investment in any such investments, including any cash Collateral investment vehicle designated on Schedule A.
(b) Cash Collateral Investments Not Guaranteed. Each Fund acknowledges that interests in such mutual funds, securities lending trusts and other collective investment funds, to which State Street and/or one or more of the State Street Affiliates provide services are not guaranteed or insured by State Street or any of the State Street Affiliates or by the Federal Deposit Insurance Corporation or any government agency.
(c) Net Investment Income and Fee Income. The sum of Net Investment Income and Fee Income shall be allocated on a monthly basis among the Borrower, State Street, and the Fund, as follows: (a) a portion of such income shall be paid to the Borrower in accordance with the agreement negotiated between the Borrower and State Street; (b) the balance, if any, shall be split between State Street, as compensation for its services in connection with this securities lending program, and the Fund and such income shall be credited to the Funds account, in accordance with the fee split set forth on Schedule A.
In the event that, for a given monthly period, the sum of Net Investment Income and Fee Income does not equal or exceed the amount due the Borrower (the Rebate fee for the use of cash Collateral) in accordance with the agreement between Borrower and State Street, State Street and the Fund shall, in accordance with the fee split set forth on Schedule A, share the amount equal to the difference between such sum and the amounts to be paid to the Borrower pursuant to the Securities Loan Agreement. The Fund shall be solely responsible for any and all amounts due to Borrowers under the applicable Securities Loan Agreements, including, but not limited to (i) the payment to the Borrower of the Rebate fee, subject to State Streets obligations in the immediately preceding sentence, (ii) the return to the Borrower, on termination of the loan and based on mark-to-market valuations, of Collateral pledged or otherwise posted by the Borrower with respect to any Loan, (iii) payment to the Borrower of interest, dividends and distributions on non-cash Collateral, (iv) any taxes imposed on a Loan for which the Fund is responsible by law, rule or regulation, and (v) any amounts erroneously credited to the Funds custody account and which are due and owing to either State Street or the Borrower.
(d) Loan Premiums. To the extent that a Loan is secured by non-cash Collateral, the Borrower shall be required to pay a loan premium, the amount of which shall be negotiated by State Street.
(e) Advances. State Street may, but is not obligated to, advance funds required to be paid by the Fund pursuant to Securities Loan Agreement or this Agreement. Each Fund hereby agrees that it shall reimburse State Street for any and all funds advanced by State Street on behalf of the Fund as a consequence of the Funds obligations hereunder, including the Funds obligation to return cash Collateral to the Borrower and to pay any fees due the Borrower, all as provided in Section 8 hereof or this Section 9.
12
Execution Version
(f) Right to Debit or Set Off. State Street may at any time charge or debit (i) any account of the Fund maintained by State Street in any capacity or (ii) any account of the Fund maintained on behalf of State Street in any capacity, (or set off any amounts otherwise payable or creditable to any such account described in subsections (i) and (ii)), and may sell or otherwise liquidate investments made with cash Collateral, to pay any amounts due to a Borrower under a Securities Loan Agreement or any Obligations of the Fund. The Fund acknowledges that whenever State Street exercises its rights under this Paragraph (f) with respect to Obligations of the Fund, State Street is acting in a principal capacity on its own behalf and not on behalf of the Fund.
10. Fee Disclosure. The fees associated with the investment of cash Collateral in funds maintained or advised by State Street are disclosed on Schedule A hereto. Said fees may be changed from time to time by State Street upon notice to the Funds, in accordance with the governing documents of the applicable trust. An annual report with respect to such funds is available to the Funds, at no expense, upon request.
11. Recordkeeping and Reports. State Street will establish and maintain such records as are reasonably necessary to account for Loans that are made and the income derived therefrom. State Streets records shall be presumed to reflect accurately any instructions, directions or other communications regardless of how communicated, sent or delivered from any Authorized Representative. On a monthly basis, State Street will provide the Funds with a statement describing the Loans made, and the income derived from the Loans, during the period covered by such statement, Each party to this Agreement shall comply with the reasonable requests of the other for information necessary to the requesters performance of its duties in connection with this securities lending program.
Each Fund hereby agrees to participate in data aggregation services which provide securities lending market analysis, provided however, that State Street is only authorized to provide information relating to the Funds lending program, including Available Securities and Loaned Securities, (i) on an anonymous basis for aggregation into the database, (ii) if the identity of the Fund as owner of the securities is in no way identifiable, and (iii) the aggregator agrees to treat all information provided to it confidentially and to use such information solely for the purposes of providing the data aggregation service. If the Fund elects not to continue to participate in any such service at any time, State Street shall cease providing the Funds information to the aggregation service within five (5) business days of written notification to that effect from the Fund.
12. Standard of Care and Indemnification.
(a) State Street shall use reasonable care in the performance of its duties hereunder consistent with that exercised by banks generally in the performance of duties arising from acting as agent for clients in securities lending transactions.
13
Execution Version
(b) Each Fund shall indemnify State Street and hold State Street harmless from any loss or liability (including without limitation, the reasonable fees and disbursements of counsel) incurred by State Street in rendering services hereunder or in connection with any breach of the terms of this Agreement by such Fund, except such loss or liability which results from State Streets failure to exercise the standard of care required by this Section 12. Nothing in this Section shall derogate from the indemnities provided by State Street in Section 14.
(c) Notwithstanding any express provision to the contrary herein, State Street shall not be liable for any indirect, consequential, incidental, special or exemplary damages, even if State Street has been apprised of the likelihood of such damages occurring.
(d) Each Fund acknowledges that in the event that its participation in securities lending generates income for the Fund, State Street may be required to withhold tax or may claim such tax from the Fund as is appropriate in accordance with applicable law.
(e) State Street, in determining the Market Value of Securities, including without limitation, Collateral, may rely upon any recognized pricing service and shall not be liable for any errors made by such service.
13. Representations and Warranties.
Each party hereto represents and warrants that (a) it has and will have the legal right, power and authority to execute and deliver this Agreement, to enter into the transactions contemplated hereby, and to perform its obligations hereunder; (b) it has taken all necessary action to authorize such execution, delivery, and performance; (c) this Agreement constitutes a legal, valid, and binding obligation enforceable against it; and (d) the execution, delivery, and performance by it of this Agreement will at all times comply with all applicable laws and regulations.
Each Fund represents and warrants that (a) it has made its own determination as to the tax and accounting treatment of any dividends, remuneration or other funds received hereunder; and (b) it is the legal and beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities.
Each Fund further represents and warrants that it will immediately notify State Street orally and by written notice, of the relevant details of any corporate actions, private consent offers/agreements and/or any other off-market arrangements that may require the recall and/or restriction of a security from lending activity. Such written notice shall be delivered sufficiently in advance so as to: (a) provide State Street with reasonable time to notify Borrowers of any instructions necessary to comply with the terms of the corporate actions, private consent offers/agreements and/or other off-market arrangements, and (b) provide such Borrowers with reasonable time to comply with such instructions.
The person executing this Agreement on behalf of each Fund represents that he or she has the authority to execute this Agreement on behalf of such Fund.
14
Execution Version
Each Fund represents and warrants that it is (i) a qualified investor within the meaning of Section 3(a)(54)(A) of the Securities Exchange Act of 1934, as amended; or (ii) an employee benefit plan that owns and invests on a discretionary basis not less than US $25,000,000 in investments. Each Fund agrees to notify State Street immediately of any changes in the information set forth in this subparagraph of this Section 13.
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 of the State Street Navigator Securities Lending Trust with cash Collateral; (iii) its participation in State Streets securities lending program, including the investment of cash Collateral in the Government Portfolio, and the existing series thereof 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 Trust, including any series thereof, 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.
Each Fund hereby further represents that it is not subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA) with respect to this Agreement and the Available Securities; that it qualifies as an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended; and that the taxpayer identification number and corresponding tax year-end are as set forth on Schedule B.
Each Fund hereby further represents and warrants that it has received and reviewed the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest and, with respect to each investment vehicle set forth on Schedule A hereto, it has received and reviewed, as of the date of this Agreement, the disclosure memorandum, confidential offering memorandum or equivalent offering document of each such investment vehicle.
14. Borrower Default Indemnification.
(a) If at the time of a default (within the meaning of the applicable Securities Loan Agreement) by a Borrower with respect to a Loan, some or all of the Loaned Securities under such Loan have not been returned by the Borrower, and subject to the terms of this Agreement, State Street shall indemnify the Fund against the failure of the Borrower as follows. State Street shall purchase a number of Replacement Securities equal to the number of such unreturned Loaned Securities, to the extent that such Replacement Securities are available on the open market. Such Replacement Securities shall be purchased by applying the proceeds of the Collateral with respect to such Loan to the purchase of such Replacement Securities. Subject to the Funds obligations with respect to assume market and investment risk of loss associated with any investment of Collateral and/or a Funds obligations pursuant to Sections 9(a), 9(b), and 9(c) hereof, if and to the extent that such proceeds are insufficient or the Collateral is unavailable, the purchase of such Replacement Securities shall be made at State Streets expense.
15
Execution Version
(b) If State Street is unable to purchase Replacement Securities pursuant to Paragraph 14(a) hereof, State Street shall credit to the Funds relevant account an amount equal to the Market Value of the unreturned Loaned Securities for which Replacement Securities are not so purchased, determined as of (i) the last day the Collateral continues to be successfully marked to market by the Borrower against the unreturned Loaned Securities; or (ii) the next business day following the day referred to in (i) above, if higher.
(c) In addition to making the purchases or credits required by Paragraphs (a) and (b) hereof, State Street shall credit to the Funds relevant account the value of all distributions on the Loaned Securities (not otherwise credited to the Funds accounts with State Street), for record dates which occur before the date that State Street purchases Replacement Securities pursuant to Paragraph (a) or credits the Funds relevant account pursuant to Paragraph (b).
(d) Any credits required under Paragraphs (b) and (c) hereof shall be made by application of the proceeds of the Collateral, if any, that remains after the purchase of Replacement Securities pursuant to Paragraph (a). If and to the extent that the Collateral is unavailable or the value of the proceeds of the remaining Collateral is less than the value of the sum of the credits required to be made under Paragraphs (b) and (c), such credits shall be made at State Streets expense.
(e) If after application of Paragraphs (a) through (d) hereof, additional Collateral remains or any previously unavailable Collateral becomes available or any additional amounts owed by the Borrower with respect to such Loan are received from the Borrower, State Street shall apply the proceeds of such Collateral or such additional amounts first to reimburse itself for any amounts expended by State Street pursuant to Paragraphs (a) through (d) above, and then to credit to the Funds account all other amounts owed by the Borrower to the Fund with respect to such Loan under the applicable Securities Loan Agreement.
(f) In the event that State Street is required to make any payment and/or incur any loss or expense under this Section, State Street shall, to the extent of such payment, loss, or expense, be subrogated to, and succeed to, all of the rights of the Fund against the Borrower under the applicable Securities Loan Agreement. The Fund will, at the request of State Street, execute and deliver to State Street any confirmatory assignment or other instrument that State Street determines to be necessary or advisable to enable State Street to enforce any right to which State Street is subrogated.
15. Continuing Agreement and Termination. It is the intention of the parties hereto that this Agreement shall constitute a continuing agreement in every respect and shall apply to each and every Loan, whether now existing or hereafter made. Any Fund and State Street may each at any time terminate this Agreement with respect to such Fund upon five (5) business days written notice to the other to that effect, The only effects of any such termination of this Agreement will be that (a) following such termination, no further Loans shall be made hereunder by State Street on behalf of such Funds, and (b) State Street shall, within a reasonable time after termination of this Agreement, terminate any and all outstanding Loans with respect to such Fund. The provisions hereof shall continue in full force and effect in all other respects until all Loans have been terminated and all obligations satisfied as herein provided. State Street does not assume any market or investment risk of loss associated with the Funds change in cash Collateral investment vehicles or termination of, or change in, its participation in this securities lending program and the corresponding liquidation of cash Collateral investments.
16
Execution Version
16. Notices. Except as otherwise specifically provided herein, notices under this Agreement shall be in writing. A notice shall be sufficient if sent to the party entitled to receive such notice by email, facsimile transmission, or prepaid overnight delivery service, or for termination of this Agreement only, by certified or registered mail, and addressed as shown below. Facsimile and email notices shall be sufficient only if receipt is acknowledged by the party to which such notice is communicated at the numbers and email addresses shown below.
If to the Funds:
SSGA FUNDS
STATE STREET INSTITUTIONAL INVESTMENT TRUST
STATE STREET MASTER FUNDS
c/o SSGA Funds Management, Inc.
One Lincoln Street, SFC/25
Boston, Massachusetts 02111
Attn: Ellen Needham
Tel: (617)664-6252
Fax: (617)664-2669
If to State Street:
State Street Bank and Trust Company
Securities Finance
State Street Financial Center
One Lincoln Street
Boston, Massachusetts 02111-2900
Attn: Legal Department, 4th Floor
Fax: (617) 946-0046
SFLegal@StateStreet.com
or to such other addresses as any party may furnish to the other parties by written notice under this section.
Whenever this Agreement permits or requires any Fund to give notice to, direct, or provide information to State Street, such notice, direction, or information shall be provided to State Street on the Funds behalf by any individual designated for such purpose by the Fund in a written notice to State Street. This Agreement shall be considered such a designation of the person executing the Agreement on the Funds behalf. After State Streets receipt of such a notice of designation and until its receipt of a notice revoking such designation, State Street shall be fully protected in relying upon the notices, directions, and information given by such designee.
17
Execution Version
17. Securities Investors Protection Act of 1970 Notice. EACH FUND IS HEREBY ADVISED AND ACKNOWLEDGES THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT THE FUND WITH RESPECT TO THE LOAN OF SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO THE FUND MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF THE BROKERS OR DEALERS OBLIGATION IN THE EVENT THE BROKER OR DEALER FAILS TO RETURN THE SECURITIES.
18. Authorized Representatives. Each Fund authorizes State Street to accept and to act on any instructions or other communications, regardless of how sent or delivered, from any Authorized Representative. Each Fund shall be fully responsible for all acts of any Authorized Representative, even if that person exceeds his or her authority, and in no event shall State Street be liable to any Fund or any other third party for any losses or damages arising out of or relating to any act State Street takes or fails to take in connection with any such instructions or other communications.
19. Agents. State Street may use such agents, including but not limited to, such regulated clearing agents, securities depositaries, nominees, sub-custodians, third party custodians and State Street Affiliates, as State Street deems appropriate to carry out its duties under this Agreement. To the extent the State Street Affiliates act as State Streets agent hereunder, State Street agrees to be responsible for the acts and omissions of such State Street Affiliates as though performed by State Street directly. Each Fund agrees that State Streets sole liability for the acts or omissions of any other agent shall be limited to liability arising from State Streets failure to use reasonable care in the selection of such agent.
20. Force Majeure. State Street shall not be responsible for any losses, costs or damages suffered by a Fund resulting directly or indirectly from war, riot, revolution, terrorism, acts of government or other causes beyond the reasonable control or apprehension of State Street.
21. Taxation. Each Fund acknowledges that, with respect to payments of distributions from Borrower, the Fund will generally not be entitled to any credits, including foreign tax credits, for any income tax that would normally be withheld at source on actual distributions of income made by the issuer of the Loaned Securities.
Each Fund acknowledges that, unless otherwise agreed, payments of distributions from Borrower will be determined by reference to Applicable Law as of the date of each payment and no adjustment will be made to amounts paid by Borrower as a result of any retroactive change in Applicable Law that is announced or enacted after the date of the relevant payment or any decision of a court of competent jurisdiction which is made after the date of the relevant payment (other than where such decision results from an action taken with respect to this Agreement or amounts paid or payable under this Agreement).
Each Fund further acknowledges that any taxes required to be withheld at source from Fee Income shall be deducted from the amount credited to the Funds securities lending account.
22. Miscellaneous. This Agreement supersedes any other agreement between the parties (including any previously executed Securities Lending Authorization Agreements with State Street, as applicable) or any representations made by one party to the other, whether oral or in writing, concerning Loans of Available Securities by State Street on behalf of the Funds. This Agreement shall not be
18
Execution Version
assigned by either State Street or any Fund without the prior written consent of the other party. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, representatives, successors, and assigns. This Agreement shall be governed and construed in accordance with the laws of The Commonwealth of Massachusetts. Each Fund hereby irrevocably submits to the jurisdiction of any Massachusetts state or Federal court sitting in The Commonwealth of Massachusetts in any action or proceeding arising out of or related to this Agreement and hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such Massachusetts state or Federal court except that this provision shall not preclude any party from removing any action to Federal court. Each Fund hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Each Fund hereby irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to the Fund at its address specified in Section 16 hereof. Each Fund agrees that a final judgment in any such action or proceeding, all appeals having been taken or the time period for such appeals having expired, shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The provisions of this Agreement are severable and the invalidity or unenforceability of any provision hereof shall not affect any other provision of this Agreement. If in the construction of this Agreement any court should deem any provision to be invalid because of scope or duration, then such court shall forthwith reduce such scope or duration to that which is appropriate and enforce this Agreement in its modified scope or duration.
23. Confidentiality. All information provided under this Agreement by a party (the Disclosing Party) to the other party (the Receiving Party) regarding the Disclosing Partys business and operations shall be treated as confidential. Subject to Section 24 below, all confidential information provided under this Agreement by Disclosing Party shall be used, including disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Partys other obligations under the Agreement or managing the business of the Receiving Party and its affiliates, including financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (a) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (b) that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement, (c) that is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (d) that is disclosed as required by operation of law or regulation, or that is disclosed as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct State Street or State Street Affiliates to employ with respect to a Fund (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (e) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld.
19
Execution Version
24. Use of Data.
(a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, State Street and/or State Street Affiliates may collect and store information regarding the Fund and share such information with State Street and/or State Street Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Fund and State Street or any State Street Affiliate and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (c) below, State Street and/or State Street Affiliates (except those State Street Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (Data) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Fund and State Street or a State Street Affiliate, including Data regarding transactions and portfolio holdings relating to the Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Fund otherwise consents, Data is combined or aggregated with information relating to (i) other customers of State Street and/or State Street Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Fund. The Fund agrees that State Street and/or State Street Affiliates (i) may seek to profit and realize economic benefit from the commercialization and use of the Data, (ii) shall be entitled to retain all such benefit as compensation for services under this Agreement or such other agreement.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 24 shall limit the confidentiality and data-protection obligations of State Street and State Street Affiliates under this Agreement and applicable law. State Street and/or State Street Affiliates shall cause State Street and/or any State Street Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 23 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
25. Counterparts. The Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one (1) instrument.
26. Modification. This Agreement shall not be modified except by an instrument in writing signed by the parties hereto.
27. Client Notification of Limitation of Liability of Trustees and Shareholders. The Declaration of Trust of each Trust, as amended from time to time, establishing such Trust, which is hereby referred to and a copy of which is on file with the Secretary of The Commonwealth of Massachusetts, provides that the name of such Trust, as stated herein, means the trustees from time to time serving (as trustees, but not personally) under said Declaration of Trust. Notice is hereby given that nothing in this Agreement shall be construed as binding upon any of the shareholders, trustees, officers, employees, members or agents of such Trust, personally, but shall bind only the assets and property of such Trust.
[Remainder of the Page Intentionally Left Blank.]
20
Execution Version
IN WITNESS WHEREOF, each of the parties has caused their duly authorized officer(s) to execute this Agreement, effective as of the first date set forth above.
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/ James F. McDonald |
|
Name: James F. McDonald | ||
Title: Senior Managing Director |
21
Execution Version
Schedule A
This Schedule is attached to and made part of the Master Amended and Restated Securities Lending Authorization Agreement, dated the 6th day of January, 2017 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, SEVERALLY AND NOT JOINTLY (the Funds), and STATE STREET BANK AND TRUST COMPANY acting either directly or through the State Street Affiliates (collectively, State Street).
Schedule of Fees
- Eighty-five percent (85%) payable to the Fund, and
- Fifteen percent (15%) payable to State Street.
-
Each Fund instructs State Street to invest cash Collateral in the State Street Navigator Securities Lending Government Money Market Portfolio (the Government Portfolio). The management fees for investing in the Government Portfolio are as set forth in the Confidential Offering Memorandum dated October 18, 2016 (the Government COM).
Cash Collateral including money received in respect of cash Collateral may be invested in the Government Portfolio by State Street. Daily distributions from the Government Portfolio may be reinvested into the Government Portfolio 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 the Government Portfolio pursuant to the Funds direction above due to the timing of delivery by Borrower or otherwise (including if the Government Portfolio 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 the Government Portfolio 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 the Government Portfolio is no longer available. In the event the Government Portfolio 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 the Government Portfolios unavailability. The Fund hereby acknowledges that during the interim period between the unavailability of the Government Portfolio 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 the Government Portfolio and the implementation of its modified direction, standard reporting relating to cash Collateral may not be available to the Fund.
22
Execution Version
Schedule B
This Schedule is attached to and made part of the Master Amended and Restated Securities Lending Authorization Agreement, dated the 6th day of January, 2017 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, SEVERALLY AND NOT JOINTLY (the Funds), and STATE STREET BANK AND TRUST COMPANY acting either directly or through the State Street Affiliates (collectively, State Street).
Portfolio Name |
Taxpayer
Identification Number |
Fund Code |
Tax
Year-End |
|||||||||
SSGA Funds |
||||||||||||
SSGA S&P 500 Index Fund |
91-1577830 | 2D05 | 91-1577830 | |||||||||
SSGA Dynamic Small Cap Fund |
91-1562875 | 2D06 | 91-1562875 | |||||||||
State Street Disciplined Emerging Markets Equity Fund |
91-1627434 | 2D09 | 91-1627434 | |||||||||
SSGA Enhanced Small Cap Fund |
20-1946176 | 2D30 | 20-1946176 | |||||||||
SSGA High Yield Bond Fund |
91-1888033 | 2D21 | 91-1888033 | |||||||||
SSGA International Stock Selection Fund |
91-1672181 | 2D18 | 91-1672181 | |||||||||
State Street Institutional Investment Trust |
||||||||||||
State Street Equity 500 Index II Portfolio |
46-5692696 | K1B1 | 46-5692696 | |||||||||
State Street Equity 500 Index Fund |
04-3526811 | DVKS | 04-3526811 | |||||||||
State Street Global Equity ex-U.S. Index Portfolio |
46-5658677 | K1B2 | 46-5658677 | |||||||||
State Street Global Equity ex-U.S. Index Fund |
47-1194530 | K1X1 | 47-1194530 | |||||||||
State Street Aggregate Bond Index Portfolio |
36-4787514 | K1B3 | 36-4787514 | |||||||||
State Street Aggregate Bond Index Fund |
47-1236263 | K1Z1 | 47-1236263 | |||||||||
State Street Target Retirement 2015 Fund |
46-5717646 | K1C0 | 46-5717646 | |||||||||
State Street Target Retirement 2020 Fund |
46-5741847 | K1C1 | 46-5741847 | |||||||||
State Street Target Retirement 2025 Fund |
46-5762161 | K1C2 | 46-5762161 | |||||||||
State Street Target Retirement 2030 Fund |
47-0967468 | K1C3 | 47-0967468 | |||||||||
State Street Target Retirement 2035 Fund |
47-0979972 | K1C4 | 47-0979972 | |||||||||
State Street Target Retirement 2040 Fund |
47-0992196 | K1C5 | 47-0992196 | |||||||||
State Street Target Retirement 2045 Fund |
47-1007658 | K1C6 | 47-1007658 | |||||||||
State Street Target Retirement 2050 Fund |
47-1040943 | K1C7 | 47-1040943 | |||||||||
State Street Target Retirement 2055 Fund |
47-1047870 | K1C8 | 47-1047870 | |||||||||
State Street Target Retirement 2060 Fund |
47-1058479 | K1C9 | 47-1058479 | |||||||||
State Street Target Retirement Fund |
47-1089949 | K1D0 | 47-1089949 | |||||||||
State Street Hedged International Developed Equity Index Fund |
47-3451787 | K1D8 | 47-3451787 | |||||||||
State Street Small/Mid Cap Equity Index Portfolio |
47-4317378 | K1B5 | 47-4317378 |
23
Execution Version
State Street Small/Mid Cap Equity Index Fund |
47-4381614 | K1E2 | 47-4381614 | |||||||||
State Street Emerging Markets Equity Index Fund |
47-4363541 | K1E3 | 47-4363541 | |||||||||
State Street Disciplined U.S. Equity Fund |
81-0814947 | K1E5 | 81-0814947 | |||||||||
State Street Disciplined International Equity Fund |
81-0770289 | K1E4 | 81-0770289 | |||||||||
State Street International Value Spotlight Fund |
81-3041499 | K1E7 | 81-3041499 | |||||||||
State Street Global Value Spotlight Fund |
81-3380077 | K1E8 | 81-3380077 | |||||||||
State Street Asia Pacific Value Spotlight Fund |
81-3374165 | K1E9 | 81-3374165 | |||||||||
State Street European Value Spotlight Fund |
81-3406513 | K1EA | 81-3406513 | |||||||||
State Street U.S. Value Spotlight Fund |
81-3424283 | K1EB | 81-3424283 | |||||||||
State Street Master Funds |
||||||||||||
State Street Equity 500 Index Portfolio |
04-3480508 | DVK1 | 04-3480508 | |||||||||
State Street International Developed Equity Index Portfolio |
81-1763602 | K1B7 | 81-1763602 |
24
Execution Version
Schedule C
This Schedule is attached to and made part of the Master Amended and Restated Securities Lending Authorization Agreement, dated the 6th day of January, 2017 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, SEVERALLY AND NOT JOINTLY (the Funds), and STATE STREET BANK AND TRUST COMPANY acting either directly or through the State Street Affiliates (collectively, State Street).
Acceptable Forms of Collateral
- Cash (U.S. and foreign currency);
- Securities issued or guaranteed by the United States government or its agencies or instrumentalities; and
- Such other Collateral as the parties may agree to in writing from time to time.
25
Execution Version
Schedule D
This Schedule is attached to and made part of the Master Amended and Restated Securities Lending Authorization Agreement, dated the 6th day of January, 2017 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, SEVERALLY AND NOT JOINTLY (the Funds), and STATE STREET BANK AND TRUST COMPANY acting either directly or through the State Street Affiliates (collectively, State Street).
Schedule of Borrowers
ABN AMRO Bank N.V.
Australia and New Zealand Banking Group Ltd.
Bank of Montreal
Barclays Bank Plc
Barclays Capital Inc.
Barclays Capital Securities Limited
BMO Capital Markets Corp
BMO Capital Markets Limited
BMO Nesbitt Burns Inc.
BNP Paribas Arbitrage SNC
BNP Paribas (London Branch)
BNP Paribas Prime Brokerage Inc.
BNP Paribas SA
BNP Paribas Securities Corporation
Citigroup Global Markets Australia Pty Ltd
Citigroup Global Markets Inc.
Citigroup Global Markets Limited
Commonwealth Bank of Australia
Credit Suisse Equities (Australia) Limited
Credit Suisse Securities (Europe) Limited
Credit Suisse Securities (USA) LLC
Goldman Sachs & Co.
Goldman Sachs International
HSBC Bank plc
HSBC Securities (USA) Inc.
ING Bank N.V.
ING Bank N.V. (London Branch)
ING Financial Markets LLC
JP Morgan Securities Australia Limited
JP Morgan Securities LLC
JP Morgan Securities PLC
26
Execution Version
Lloyds Bank PLC
MacQuarie Bank Ltd.
MacQuarie Bank Ltd. (London Branch)
Merrill Lynch Canada Inc.
Merrill Lynch Equities (Australia) Limited
Merrill Lynch International
Merrill Lynch, Pierce, Fenner & Smith, Inc.
Mitsubishi UFJ Securities (USA) Inc.
Mitsubishi UFJ Securities International plc
Morgan Stanley & Co. International plc
Morgan Stanley & Co. LLC
National Australia Bank Ltd.
National Bank Financial Inc.
National Bank of Canada
Nomura International PLC
Nomura Securities International Inc.
RBC Capital Markets, LLC
RBC Dominion Securities Inc.
RBC Europe Limited
RBS Securities Inc.
Royal Bank of Canada
Royal Bank of Canada (Sydney Branch)
Royal Bank of Scotland Plc
Scotia Capital (USA) Inc.
SG Americas Securities, LLC
SG Option Europe SA
Skandinaviska Enskilda Banken
Societe Generale (Canada Branch)
Societe Generale SA
Societe Generale SA (London Branch)
Societe Generale SA (New York Branch)
Standard Chartered Bank
TD Securities (USA) LLC
TD Securities Inc.
Toronto-Dominion Bank
UBS AG
UBS AG (London Branch)
UBS AG (Sydney Branch)
UBS Limited
UBS Securities LLC
Wells Fargo Bank National Association
Wells Fargo Clearing Services, LLC
Wells Fargo Securities, LLC
Westpac Banking Corporation
27
Ex.28(j)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the references to our firm under the captions Financial Highlights in each Prospectus and Counsel and Independent Registered Public Accounting Firm in each Statement of Additional Information included in Post-Effective Amendment No. 271 and 273 to the Registration Statement (Form N-1A, No. 811-09819) of State Street Institutional Investment Trust.
We also consent to the incorporation by reference of our reports, dated February 27, 2020, 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 All Cap Equity ex-U.S. Index Fund, State Street Global All Cap 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 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 China Equity Select Fund and State Street ESG Liquid Reserves Fund, included in the Annual Shareholder Report of State Street Institutional Investment Trust for the year or period ended December 31, 2019.
/s/ Ernst & Young LLP |
Boston, Massachusetts
April 24, 2020
Ex.28(p)(2)
SSGA FUNDS
STATE STREET INSTITUTIONAL INVESTMENT TRUST
STATE STREET MASTER FUNDS
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
CODE OF ETHICS FOR THE INDEPENDENT BOARD MEMBERS
I. |
OVERVIEW |
The Board of Trustees/Directors (the Board) of the Trust/Company has adopted this code of ethics (the Code) applicable to Trustees/Directors who are not interested persons of the Trust/Company (each series of the Trust/Company, a Fund and, collectively, the Funds), as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the 1940 Act) (the Independent Board Members).
The purpose of the Code is to help to ensure that the Independent Board Members of the Trust/Company place the interests of the Funds and their shareholders ahead of the Independent Board Members own personal interests. This Code has been adopted in recognition of the Independent Board Members fiduciary obligations to Fund shareholders and in accordance with various provisions of Rule 17j-1 under the 1940 Act. The Code, however, does not address every ethical issue that might arise. It is important for the Independent Board Members to be sensitive to investments that may compromise their independence, directly or indirectly. The Code applies to appearance as well as substance. Always consider how any action might appear to an outside observer such as a regulator. If you have any doubt after consulting the Code, please contact the Trust/Companys Chief Compliance Officer. The Trust/Companys Chief Compliance Officer also acts as the Code of Ethics Compliance Officer of the Trust/Company (together, the Officer) and is responsible for administering the Code.
1 |
Unless otherwise noted, the singular term Trust/Company used throughout this document means each of SSGA Funds, State Street Master Funds, 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 Investment Trust, State Street Institutional Funds, and State Street Variable Insurance Series Funds, Inc. |
The Code is separate and distinct from the code of ethics that the Board has adopted as the Trust/Companys code of ethics applicable to the Trust/Company and SSGA Funds Management, Inc., the Funds investment adviser (the Adviser), and their officers, directors, and employees. It is the policy of the Trust/Company that all current, and any new, Access Persons (as defined in the Trust/Companys code of ethics) of the Trust/Company who are not Independent Board Members shall be subject to the Advisers code of ethics. A violation of the Advisers code of ethics by an Access Person of the Trust/Company shall constitute a violation of the Trust/Companys Code of Ethics and shall be reported to the Officer. Reports filed by Access Persons of the Trust/Company under the Advisers code of ethics shall at all times be available to the Trust/Company.
A. |
Personal Investment Activities |
It is unlawful for an Independent Board Member in connection with his or her purchase or sale (directly or indirectly) of a Security Held or to be Acquired by a Fund (as defined in Appendix A hereto) to:
|
employ any device, scheme, or artifice to defraud a Fund; |
|
make any untrue statement of material fact to a Fund or omit to state a material fact necessary in order to make the statements made to a Fund, in light of the circumstances under which they are made, not misleading; |
|
engage in any act, practice, or course of business that operates or would operate as a fraud or deceit on a Fund; or |
|
engage in any manipulative practice with respect to a Fund. |
Following notice to each of the Independent Board Members, a personal trading blackout may be put in place in connection with purchases and sales of shares of a Fund up until the release of certain information regarding such Fund to the public. Reasons for a personal trading blackout with respect to a Fund may include, but are not limited to: (i) an upcoming change in portfolio management; (ii) a planned reorganization of the Fund, including a merger into an existing Fund; or (iii) an anticipated dissolution/liquidation of the Fund. Please note that information in connection with a blackout period regarding a Fund is confidential and must not be discussed with, or disclosed to, anyone outside of the Adviser and the Board.
B. |
Personal Trading Reporting Obligations |
Except as provided below, an Independent Board Member is ordinarily not required to report his or her personal securities transactions or identify his or her brokerage accounts to the Trust/Company or its representatives under this Code.
An Independent Board Member is required to deliver to the Officer a transaction report containing the information set forth in Appendix B if the Independent Board Member actually knew or, in the ordinary course of fulfilling his or her official duties as an Independent Board Member, should have known, that during the fifteen calendar day period immediately before or after a transaction by such Independent Board Member in a Covered Security (as defined in Appendix A, and including securities both directly and indirectly beneficially owned by such Independent Board Member) (i) a Fund purchased or sold such Covered Security or (ii) a Fund or the Adviser or sub-adviser considered purchasing or selling such Covered Security. This provision is intended to refer to specific knowledge, not general awareness based on a Funds investment objective or underlying index.
Purchases or sales of securities:
(i) |
which will not cause the Independent Board Member to gain improperly a personal profit as a result of such Independent Board Members relationship with the Trust/Company, or |
(ii) |
which are only remotely potentially harmful to a Fund because the proposed transaction would be unlikely to affect a highly institutional market, or based on market capitalization of a security, or |
(iii) |
which, because of the circumstances of the proposed transaction, are not related economically to the securities purchased or sold or to be purchased or sold by a Fund, and in each case which are previously approved by the Officer, which approval shall be confirmed in writing are permitted under the provisions of this Code. |
No reporting is required under this Code in respect of any account for which an Independent Board Member has contractually authorized an independent third party broker or advisor to have full investment discretion over the account and trade securities in the account without prior consent from the Independent Board Member for each transaction.
C. |
Gifts and Entertainment |
For purposes of this Code, a gift is anything of value that is received without the recipient paying the retail or customary costs. Business entertainment includes, but is not limited to, business-related meals, social events, sports events, tickets and related travel.
An Independent Board Member may receive a gift or business entertainment in his or her capacity as an Independent Board Member, in their own discretion, so long as the Independent Board Member considers such gift or entertainment to be appropriate as to time and place, and reasonable in cost.
D. |
Administration of Code |
|
Review of Reports. The Officer or Trustee Committee of the Board (as defined below) shall review any reports delivered by an Independent Board Member pursuant to this Code. |
|
Investigations of Potential Violations. The Officer shall report potential violations of this Code to a committee of the Board of Trustees/Directors of the Trust/Company (the Trustee Committee). The Officer or the Trustee Committee with the assistance of the Officer shall investigate any potential violation of the provisions of this Code. After completion of such investigation, the Trustee Committee shall determine whether a violation has occurred and, if so, make a recommendation to the Board as to any action to be taken in response thereto. The Officer and/or the Board shall notify the President of the Trust/Company of any violations and the action to be taken in response thereto. Any member of the Trustee Committee who is alleged to have been involved in a violation shall be excluded from any such investigation and vote as to whether a violation has occurred or with respect to any action to be taken. |
|
Recordkeeping. All records required to be maintained pursuant to this Code shall be maintained in accordance with applicable securities laws. |
|
Amendments. Any amendment to this Code must be approved by a majority of the Trustees/Directors of the Board, including a majority of the Independent Board Members. The Officer will periodically review this Code and is responsible for obtaining any required approvals before this Code is amended in a material respect. |
|
Annual Report. On at least an annual basis, (i) the Officer, in consultation with the Trustee Committee, shall provide the Board with a written report that describes issues that arose under this Code since the prior such report, including, but not limited to, information relating to material violations of this Code and any actions taken, procedures adopted or sanctions imposed as a result of such violations, and (ii) the Officer shall provide the Board with a certification that the Trust/Company have adopted procedures reasonably necessary to prevent the Independent Board Members from violating this Code. |
ADOPTED: | November 16, 2015 (Mutual Funds) | |
June 2016 (Elfun Funds) | ||
October 2016 (Navigator) | ||
January 11, 2019 (State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc.) | ||
Revised: | January 11, 2019 |
APPENDIX A
Definition of Covered Security and Security Held or to be Acquired by a Fund
A. |
Covered Security means any security, as defined in Section 2(a)(36) of the Investment Company Act of 1940, as amended, except: |
1. |
Direct obligations of the Government of the United States; |
2. |
Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and |
3. |
Shares issued by open-end mutual funds registered under the 1940 Act. |
B. |
Security Held or to be Acquired by a Fund means: |
1. |
Any Covered Security which, within the most recent 15 calendar days: |
|
Is or has been held by a Fund; or |
|
Is being or has been considered by a Fund or the Adviser for purchase by a Fund; and |
2. |
Any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in B(1) above. |
APPENDIX B
Transaction Report
|
Date of the transaction: |
|
Security Name: |
|
Security Ticker/Symbol: |
|
The interest rate and maturity date (if applicable): |
|
Number of shares/principal amount of each Covered Security involved: |
|
The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition): |
|
The price of the Covered Security at which the transaction was effected: |
|
The name of the broker, dealer, or bank with or through which the transaction was effected: |
|
Transaction Report Date (No later than thirty (30) calendar days after the end of a calendar quarter in which the reportable transaction occurred.): |