the Statement of Additional Information relating to the Reorganizations, dated [April 5], 2021 (the “SAI”);

[the Report of the Independent Registered Public Accounting Firm and the audited financial statements included in the Annual Report to shareholders of General Electric RSP Income Fund for the fiscal year ended December 31, 2020]; and

[the Report of the Independent Registered Public Accounting Firm and the audited financial statements included in the Annual Report to shareholders of General Electric RSP U.S. Equity Fund for the fiscal year ended December 31, 2020].

SECTION A — REORGANIZATIONS

SUMMARY

How Each Reorganization Will Work

U.S. Federal Income Tax Consequences

Costs of the Reorganizations

SYNOPSIS OF REORGANIZATION 1: COMPARISON OF GENERAL ELECTRIC RSP U.S. EQUITY FUND AND STATE STREET U.S. CORE EQUITY FUND

Comparison of the Current RSP Fund and the Acquiring Fund

Comparison of Fees and Expenses

Comparison of Investment Objectives, Principal Investment Strategies, and Fundamental and Non-Fundamental Investment Policies

Comparison of Fundamental Investment Policies

Comparison of Principal Risks

Comparison of Management of the Funds

Comparison of Performance

Payments to Broker-Dealers and Other Financial Intermediaries

SYNOPSIS OF REORGANIZATION 2: COMPARISON OF GENERAL ELECTRIC RSP INCOME FUND AND STATE STREET INCOME FUND

Comparison of the Current RSP Fund and the Acquiring Fund

Comparison of Fees and Expenses

Comparison of Investment Objectives, Principal Investment Strategies, and Fundamental and Non-Fundamental Investment Policies

Comparison of Fundamental Investment Policies

Comparison of Principal Risks

Comparison of Management of the Funds

Comparison of Performance

Payments to Broker-Dealers and Other Financial Intermediaries

SECTION B — ADDITIONAL INFORMATION ABOUT EACH REORGANIZATION

Terms of Each Reorganization

Termination of the Agreements

U.S. Federal Income Tax Status of the Reorganizations

Capitalization of Current RSP Funds and Acquiring Funds

Board Considerations – Current RSP Funds

Board Considerations – Acquiring Funds

APPENDIX A — OWNERSHIP OF FUND SHARES AND FINANCIAL HIGHLIGHTS

APPENDIX B — COMPARISON OF ORGANIZATIONAL DOCUMENTS AND SHAREHOLDER RIGHTS

APPENDIX C — MORE INFORMATION ABOUT THE GENERAL ELECTRIC RSP U.S. EQUITY FUND AND GENERAL ELECTRIC RSP INCOME FUND

APPENDIX D-1 — GENERAL ELECTRIC RSP U.S. EQUITY FUND AND STATE STREET U.S. CORE EQUITY FUND AGREEMENT AND PLAN OF REORGANIZATION

APPENDIX D-2 — GENERAL ELECTRIC RSP INCOME FUND AND STATE STREET INCOME FUND AGREEMENT AND PLAN OF REORGANIZATION

APPENDIX E — MORE INFORMATION ABOUT THE STATE STREET U.S. CORE EQUITY FUND AND STATE STREET INCOME FUND

Pursuant to the Agreements, each Current RSP Fund will transfer all of its assets to the corresponding Acquiring Fund in exchange for shares of beneficial interest in the Acquiring Fund (“Acquisition Shares”), and the Acquiring Fund’s assumption of all obligations and liabilities of the Current RSP Fund. Immediately after the closing, each Current RSP Fund will liquidate and distribute pro rata to shareholders of record of its shares the Acquisition Shares received by the Current RSP Fund.

Each Acquiring Fund will issue and deliver to the Current RSP Fund in exchange for its net assets a number of Acquisition Shares (including fractional shares, if any) determined by dividing the value of the Current RSP Fund’s net assets by the net asset value of one Acquisition Share. Such transactions shall take place at the closing of the Reorganization.

The Funds will bear (i) any brokerage costs incurred in connection with the sale and repurchase of portfolio securities or in order to effect the transfer of local securities to the Acquiring Funds in markets that may require market transactions, (ii) any transfer or stamp duties imposed in connection with the transfer of portfolio securities to the Acquiring Funds, (iii) registration fees incurred in connection with registration of shares of the Acquiring Funds being issued in connection with the Reorganizations and (iv) legal fees of counsel to the RSP Fund in connection with the Reorganization. Taxable shareholders of the Funds will also bear any taxes on capital gains that are realized as a result of the sale of securities described in (i), above. Other expenses related to carrying out the Reorganization, including the costs associated with the preparation and delivery of this Combined Information Statement/Prospectus, will be borne by GE and SSGA Funds Management, Inc. (“SSGA FM”) as provided in the Agreements.

As part of the Reorganization of your Current RSP Fund, systematic transactions (such as bank authorizations and systematic payouts) currently set up with your Current RSP Fund for your Current RSP Fund account will be transferred to your new Acquiring Fund account.

Shareholders will not incur any sales charges in connection with the issuance of Acquisition Shares in the Reorganizations. The Acquiring Funds do not impose any sales charges, so no sales charges will apply to subsequent purchases.

After the Reorganizations are completed, Current RSP Fund shareholders will be shareholders of the corresponding Acquiring Fund.

Have substantially similar investment strategies, policies and risks; however, there are some differences as discussed in more detail below.

Have the same investment manager – SSGA FM.

Are both open-end management investment companies registered under the 1940 Act; however, the Current RSP Fund is exempt from many provisions of the 1940 Act as an “employees’ security company” while the Acquiring Fund is not an employees’ security company, as discussed in more detail below.

Have different fiscal year ends. The Current RSP Fund has a December 31 fiscal year end; the Acquiring Fund has a September 30 fiscal year end.

Have different organizational forms. The Current RSP Fund is organized as a New York common law trust. The Acquiring Fund is a series of a Massachusetts business trust. Please see Appendix B to this Combined Information Statement/Prospectus for more information regarding the differences between the rights of shareholders.

For the purposes of this section only, Current RSP Fund refers to General Electric RSP U.S. Equity Fund, and Acquiring Fund refers to State Street U.S. Core Equity Fund.

•  low valuations in relation to their peers, the market, their historical valuation potentialvaluations or their growth ratesrate potential;

•  appropriate capital structures; and/or

•  high quality management focused on generating shareholder value.

The portfolio managers may consider selling a security when one of these characteristics no longer applies, when the portfolio managers believe that the valuation becomeshas become excessive, or when more attractive alternatives are identified.

The Fund also may invest up to 2015% of its net assets (plus any borrowings for investment purposes) in foreign securities and up to 20% of its net assets (plus any borrowings for investment purposes) in debt securities. The portfolio managers may also use various types of derivative instruments (such as futures, options and forward contracts) to gain or hedge exposure to certain types of securities as an alternative to investing directly in or selling such securities. The Fund may short sell securities and enter into reverse repurchase agreements. The Fund may also invest in real estate investment trusts (“REITs”), and other registered investment companies, including exchange-traded funds.

Have substantially similar investment strategies, policies and risks; however, there are some differences as discussed in more detail below.

Have the same investment manager – SSGA FM.

Are both open-end management investment companies registered under the 1940 Act; however, the Current RSP Fund is exempt from many provisions of the 1940 Act as an “employees’ security company” while the Acquiring Fund is not an employees’ security company, as discussed in more detail below.

Have different fiscal year ends. The Current RSP Fund has a December 31 fiscal year end; the Acquiring Fund has a September 30 fiscal year end.

Have different organizational forms. The Current RSP Fund is organized as a New York common law trust. The Acquiring Fund is a series of a Massachusetts business trust. Please see Appendix B to this Combined Information Statement/Prospectus for more information regarding the differences between the rights of shareholders.

For the purposes of this section only, Current RSP Fund refers to General Electric RSP Income Fund, and Acquiring Fund refers to State Street Income Fund.

The portfolio managers seek to identify debt securities withthat they believe have desirable characteristics for the Fund such as:

•  attractive yields and prices;

•  the potential for capital appreciation; and/or

•  reasonable credit quality.

The portfolio managers may consider selling a security when one of these characteristics no longer applies, or when valuation becomes excessive andwhen the portfolio managers believe that the valuation has become excessive, or when more attractive alternatives are identified.

The Fund also may invest up to 20% of its net assets in high yield securities (also known as below investment grade bonds or “junk bonds”) and, to a lesser extent, in asset-backed securities, foreign (non-U.S.) and emerging market. The Fund may also invest in exchange-traded products (“ETPs”) that provide exposure to such investments, including ETPs that pay fees to the Adviser and its affiliates for management, marketing or other services. High yield securities are those rated BB+ or lower by S&P or Ba1 or lower by Moody’s or of similar quality. The Fund also may invest up to 35% of its total assets in foreign (including emerging markets) debt securities, and up to 20% of its net assets (plus any borrowings for investment purposes as permitted by the investment guidelines noted below) in equity securities. The Fund may also invest in municipal obligations and asset-backed securities. The Fund may also invest up to 20% of its net assets in exchange-traded funds, mutual funds and other commingled investments.

The portfolio managers may also use various types of derivative instruments (primarilysuch as futures contracts and, interest rate and credit default swaps, options and forward contracts) to manage yield, interest rate exposure (also known as duration (a measure of a bond price’s sensitivity to a given change in interest rates) and exposure to credit quality, and to gain or hedge exposure to certain securities, indices or market segments.

The Fund may engage in active and frequent trading of its portfolio securities.

purchase securities on margin or sell short or participate in a joint trading account;

deal in options to buy or sell securities except to the extent permitted by law;

purchase securities for the purpose of exercising control or management;

pledge, mortgage or hypothecate any of its assets except, that, to secure borrowings that are temporary measures to meet cash or administrative needs, it may pledge securities which, together with all such securities previously so pledged, at the time of the pledge, do not exceed 10% of the Fund’s total assets;

unless otherwise permitted by law, purchase or sell directly to any of its officers or trustees of General Electric Investment Corporation (“GEIC”) of the officers of GEIC, or any affiliate (as defined by the 1940 Act) of the Fund or any affiliate of such affiliate, portfolio securities or other property of such Fund;

unless otherwise permitted by law, invest in securities of GE or its affiliates, or in securities of an investment manager of the Fund and will not during the existence of any underwriting syndicate purchase any securities for which its investment manager is acting as principal underwriter;

purchase any security if as a result of such purchase more than 25% of its total assets would be subject to legal or contractual restrictions on resale; and

invest in the securities of registered investment companies.

Each Reorganization is expected to close on or about [May 10, 2021], subject to receipt of any necessary regulatory approvals and satisfaction of any other conditions to closing. However, following such approvals, each Reorganization may happen at any time agreed to by the applicable Current RSP Fund and the corresponding Acquiring Fund.

Each Current RSP Fund will transfer all of its assets to the corresponding Acquiring Fund and, in exchange, the corresponding Acquiring Fund will assume all the Current RSP Fund’s obligations and liabilities and will issue Acquisition Shares to the Current RSP Fund. The value of each Current RSP Fund’s assets, as well as the number of Acquisition Shares to be issued to the Current RSP Fund, will be determined in accordance with the Agreements. The Acquisition Shares will have an aggregate net asset value equal to the value of the assets received from the Current RSP Fund, net of any liabilities and costs of the Reorganization payable by the Current RSP Fund. Immediately after the closing, the Current RSP Fund will liquidate and distribute pro rata to its shareholders of record the Acquisition Shares received by the Current RSP Fund. As a result, shareholders of the Current RSP Fund will become shareholders of the corresponding Acquiring Fund.

The value of the net assets of each Current RSP Fund and of the Acquisition Shares of the corresponding Acquiring Fund will be computed consistent with procedures established by the Board of Trustees of State Street Institutional Investment Trust with respect to the Acquiring Fund and as disclosed in the Acquiring Fund Prospectus, after deduction for any expenses of the reorganization contemplated under the Agreements to be paid by the Current RSP Fund, and shall be certified by the Current RSP Fund.

The acquisition by the Acquiring Fund of all the assets of the Current RSP Fund in exchange for Acquisition Shares and the assumption by the Acquiring Fund of all the liabilities of Current RSP Fund, following which the Acquisition Shares received by the Current RSP Fund will be distributed by the Current RSP Fund to its shareholders in liquidation and termination of Current RSP Fund, all pursuant to the Agreements will constitute a “reorganization” within the meaning of Section 368(a) of the Code, and the Current RSP Fund and the Acquiring Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code;

Under Sections 361 and 357(a) of the Code, the Current RSP Fund will not recognize gain or loss upon the transfer of all its assets to the Acquiring Fund in exchange for Acquisition Shares and the assumption by the Acquiring Fund of all the liabilities of the Current RSP Fund, or upon the distribution of the Acquisition Shares by the Current RSP Fund to its shareholders in liquidation;

Under Section 1032 of the Code, the Acquiring Fund will not recognize gain or loss upon the receipt of the assets of the Current RSP Fund in exchange for Acquisition Shares and the assumption by the Acquiring Fund of all the liabilities of the Current RSP Fund;

Under Section 362(b) of the Code, the Acquiring Fund’s tax basis in the assets of the Current RSP Fund transferred to the Acquiring Fund in the Reorganizations will be the same as the Current RSP Fund’s tax basis in such assets immediately prior to the transfer;

Under Section 1223(2) of the Code, the holding period in the hands of the Acquiring Fund of each Current RSP Fund asset transferred to the Acquiring Fund in the Reorganization will include the period during which such asset was held or treated for federal income tax purposes as being held by the Current RSP Fund;

Under Section 354 of the Code, the Current RSP Fund’s shareholders will not recognize gain or loss upon the exchange of their shares of the Current RSP Fund for the Acquisition Shares in the Reorganization;

Under Section 358 of the Code, the aggregate tax basis of Acquisition Shares that a Current RSP Fund shareholder receives in the Reorganization will be the same as the aggregate tax basis of the Current RSP Fund Shares exchanged therefor;

Under Section 1223(1) of the Code, a Current RSP Fund shareholder’s holding period for the Acquisition Shares received in the Reorganization will be determined by including the holding period for which such shareholder held or is treated for federal income tax purposes as having held the Current RSP Fund shares exchanged therefor, provided the shareholder held such Current RSP Fund shares as capital assets;

The Acquiring Fund will succeed to and take into account the items of the Current RSP Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Treasury regulations thereunder;

Assumes the Reorganization was consummated on [December 31, 2020] and is for information purposes only. No assurance can be given as to how many shares of the General Electric RSP U.S. Equity Fund will be received by the shareholders of the State Street U.S. Core Equity Fund on the date the Reorganization takes place, and the foregoing should not be relied upon to reflect the number of shares of General Electric RSP U.S. Equity Fund that actually will be received on or after such date.

Assumes the Reorganization was consummated on [December 31, 2020] and is for information purposes only. No assurance can be given as to how many shares of the General Electric RSP Income Fund will be received by the shareholders of the State Street Income Fund on the date the Reorganization takes place, and the foregoing should not be relied upon to reflect the number of shares of General Electric RSP Income Fund that actually will be received on or after such date.

that the interests of shareholders of the Current RSP Funds would not be diluted as a result of the Reorganization;

the substantial similarities of the investment objectives and principal investment strategies of the Current RSP Fund and the corresponding Acquiring Fund;

the current assets of the Current RSP Fund and the corresponding Acquiring Fund, and the anticipated combined pro forma assets of the Acquiring Fund after the Reorganization and potential for economies of scale;

the benefits to unitholders of a more traditional mutual fund governance structure, including, among others, additional disclosure requirements applicable to the Acquiring

the nature and quality of distribution and other shareholder services to be provided to the Acquiring Fund;

the anticipated tax-free nature of the exchange of shares in the Reorganization, and other expected U.S. federal income tax consequences of the Reorganization, including potential limitations on the Acquiring Fund’s use of the Current RSP Fund’s pre-Reorganization losses for U.S. federal income tax purposes after the Reorganization (see “U.S. Federal Income Tax Status of the Reorganizations” above);

the continuity of the portfolio managers to the Acquiring Fund;

that shareholders of the Current RSP Fund will experience no material change in shareholder services as a result of the Reorganization and SSGA FM’s representation to this effect;

uncertainty about whether or for how much longer the RSP Investment Committee would be willing to continue use of the Current RSP Funds given their regulatory and governance structure; and

that the direct costs associated with the Reorganizations, other than as set out in the Agreements, would be borne by GE and SSGA FM.

the fees and expenses that are expected to be borne by the Acquiring Funds in connection with the Reorganization;

any effect of the Reorganizations on annual Fund operating expenses and shareholder fees and services with respect to the Acquiring Funds;

the direct or indirect federal income tax consequences of the Reorganization to the Acquiring Funds;

the substantial similarities of the investment objectives and principal investment strategies of the Current RSP Fund and the corresponding Acquiring Fund;

that, because the Acquiring Funds have no shareholders, there will be no dilution of Acquiring Fund shareholders in connection with the Reorganizations;

the nature and quality of distribution and other shareholder services to be provided to the Acquiring Fund;

that the direct costs associated with the Reorganizations, other than as set out in the Agreements, would be borne by GE and SSGA FM; and

the anticipated tax-free nature of the exchange of shares in the Reorganization, and other expected U.S. federal income tax consequences of the Reorganization, including potential limitations on the Acquiring Fund’s use of the Current RSP Fund’s pre-Reorganization losses for U.S. federal income tax purposes after the Reorganization (see “U.S. Federal Income Tax Status of the Reorganizations” above).

Per share values have been calculated using the average share method.

Total returns are historical and assume changes in share price, reinvestment of dividends and capital gains distributions. Past performance does not guarantee future results.

Per share values have been calculated using the average share method.

Total returns are historical and assume changes in share price, reinvestment of dividends and capital gains distributions. Past performance does not guarantee future results.

The portfolio turnover calculated for the period ended 12/31/20 did not include To-Be-Announced transactions and, if it had, the portfolio turnover would have been 304%.

Securities Market Risk: Securities market risk is the risk that the value of securities owned by a Fund may go up or down, sometimes rapidly or unpredictably, due to factors affecting particular companies or the securities markets generally. A general downturn in the securities markets may cause multiple asset classes to decline in value simultaneously, although equity securities generally have greater price volatility than fixed income securities. Negative conditions and price declines may occur unexpectedly and dramatically. In addition, a Fund could be forced to sell portfolio securities at an inopportune time in order to meet unusually large or frequent redemption requests in times of overall market turmoil or declining prices for

Equity Securities Risk: Stocks and other equity securities generally fluctuate in value more than bonds and may decline in value over short or extended periods. The value of stocks and other equity securities may be affected by changes in an issuer’s financial condition and in overall market, economic and political conditions.

Style Risk: Securities with different characteristics tend to shift in and out of favor depending upon market and economic conditions as well as investor sentiment. A Fund may outperform or underperform other funds that invest in similar asset classes but employ different styles. A Fund also may employ a combination of styles that impact its risk characteristics.

Growth Investing Risk: Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company’s growth potential. Growth-oriented funds will typically underperform when value investing is in favor.

Value Investing Risk: Undervalued stocks may not realize their perceived value for extended periods of time or may never realize their perceived value. Value stocks may respond differently to market and other developments than other types of stocks. Value-oriented funds will typically underperform when growth investing is in favor.

Large-Cap Companies Risk: Returns on investments in securities of large companies could trail the returns on investments in securities of smaller and mid-sized companies. Larger companies may be unable to respond as quickly as smaller and mid-sized companies to competitive challenges or to changes in business, product, financial, or market conditions. Larger companies may be unable to maintain growth at the high rates that may be achieved by well-managed smaller and mid-sized companies.

Mid-Cap Company Risk: Investments in securities of mid-cap companies may entail greater risks than investments in larger, more established companies. Mid-cap companies tend to have more narrow product lines, more limited managerial and financial resources and a more limited trading market for their stocks, as compared with larger companies. As a result, their stock prices may decline more significantly or more rapidly than stocks of larger companies as market conditions change.

Small-Cap Company Risk: Investing in securities of small-cap companies may involve greater risks than investing in larger, more established companies. Smaller companies may have limited product lines, markets or financial resources. Their securities may trade less frequently and in more limited volume than securities of larger, more established companies. In addition, smaller companies are typically subject to greater changes in earnings and business prospects than are larger companies. Consequently, the prices of small company stocks tend to rise and fall in value more than other stocks. Although investing in small-cap companies may offer potential for above-average returns, the companies may not succeed and their stock prices could decline significantly. Investments in small-cap companies may also be subject to valuation risk.

Foreign Investment Risk: Investing in foreign securities, including depositary receipts, or securities of U.S. entities with significant foreign operations, involves unique and additional

Currency Risk: The values of foreign investments may be affected by changes in currency rates or exchange control regulations. If the local currency gains strength against the U.S. dollar, the value of the foreign security increases in U.S. dollar terms. Conversely, if the local currency weakens against the U.S. dollar, the value of the foreign security declines in U.S. dollar terms. U.S. dollar-denominated securities of foreign issuers, including depositary receipts, also are subject to currency risk based on their related investments. A Fund is permitted to hedge against foreign currency risk, but normally will not do so.

Interest Rate Risk: Bond prices generally rise when interest rates decline and generally decline when interest rates rise. The longer the duration of a bond, the more a change in interest rates affects the bond’s price. Short-term and long-term interest rates may not move the same amount and may not move in the same direction. More generally, changes in market conditions and governmental action may have adverse effects on investments, volatility, and liquidity in debt markets and any negative impact on fixed income securities could be swift and significant, potentially increasing Fund redemptions and negatively impacting the Fund’s performance. Substantial redemptions from bond and other income funds may worsen that impact. Dividend paying and other types of equity securities also may be adversely affected from an increase in interest rates. If an issuer calls or redeems an investment during a time of declining interest rates, then a Fund might have to reinvest the proceeds in an investment offering a lower yield and might not benefit from any increase in value as a result of declining interest rates. Adjustable rate instruments also generally increase or decrease in value in response to changes in interest rates. When interest rates decline, the income received by a Fund may decline, and the Fund’s yield may also decline.

Credit Risk: The price of a bond is affected by the issuer’s or counterparty’s credit quality. Changes in an entity’s financial condition and general economic conditions can affect its ability to honor financial obligations and therefore its credit quality. Lower quality bonds are generally more sensitive to these changes than higher quality bonds. Even within securities considered investment- grade, differences exist in credit quality and some investment-grade debt securities may have speculative characteristics. A security’s price may be adversely affected by the market’s perception of the security’s credit quality level even if the issuer or counterparty has suffered no degradation in ability to honor the obligation.

Debt Securities Risk: The values of debt securities may increase or decrease, as a result of the following: market fluctuations, increases in interest rates, actual or perceived inability or unwillingness of issuers, guarantors or liquidity providers to make scheduled principal or interest payments or illiquidity in debt securities markets; the risk of low rates of return due to reinvestment of securities during periods of falling interest rates or repayment by issuers with higher coupon or interest rates; and/or the risk of low income due to falling interest rates. To the extent that interest rates rise, certain underlying obligations may be paid off substantially slower than originally anticipated and the value of those securities may fall sharply. A rising interest rate environment may cause the value of a Fund’s fixed income securities to decrease, an adverse impact on the liquidity of a Fund’s fixed income securities, and increased volatility of the fixed income markets. If the principal on a debt obligation is prepaid before expected, the prepayments

Prepayment Risk: Prices and yields of certain securities such as mortgage-backed securities and asset-backed securities assume the securities will be redeemed at a given time. When interest rates decline, such securities experience higher prepayments because the underlying mortgages or loans are repaid earlier than expected. A Fund’s portfolio manager may be forced to invest the proceeds from prepaid mortgage-backed securities or asset-backed securities at lower rates, which results in a lower return for the Fund. When interest rates increase, such securities experience lower prepayments because borrowers are less likely to repay their loans. This typically reduces the value of the underlying securities.

Mortgage-Backed Securities Risk: Mortgage-backed securities that are collateralized by a portfolio of mortgages or mortgage-related securities depend on the payments of principal and interest made by or through the underlying assets, which may not be sufficient to meet the payment obligations of the mortgage-backed securities. Prepayments of principal, which occur more frequently in falling interest rate conditions, may shorten the term and reduce the value of these securities. The quality and value of the under- lying collateral may decline, or default, which has become a significant risk for collateral related to sub-prime mortgage loans, especially in a declining residential real estate market. Further, these securities generally are privately sold and may not be readily marketable, particularly after a rapid decrease in value. Investments in mortgage-backed securities may also be subject to valuation risk.

Management Risk: The Funds are subject to management risk. SSGA FM and each Fund’s portfolio managers will apply investment techniques and risk analysis in making investment decisions for the Funds but there can be no guarantee that these decisions will produce the desired results. There also can be no assurance that all of the personnel of SSGA FM will continue to be associated with SSGA FM for any length of time. The loss of services of one or more key employees of SSGA FM could have an adverse impact on a Fund’s ability to realize its investment objective. In addition, regulatory restrictions, actual or potential conflicts of interest or other considerations may cause SSGA FM to restrict or prohibit participation in certain investments.

Asset-Backed Securities Risk: Because asset-backed securities often are secured by the loans underlying the securities, a Fund may lose money if there are defaults on the loans underlying the securities. Such defaults have increased the risk for asset-backed securities that are secured by home-equity loans related to sub-prime mortgage loans, especially in a declining residential real estate market. Asset-backed securities also may be subject to more rapid repayment than their stated maturity dates indicate, due to changing economic conditions. To maintain its position in such securities, a Fund may reinvest the reductions in principal amounts resulting from the prepayments. Yields on those reinvested amounts are subject to prevailing market rates. Because prepayments of principal generally increase when rates are falling, a Fund generally has to reinvest proceeds from prepayments at lower rates. Investments in asset-backed securities may also be subject to valuation risk.

Emerging Markets Risk: Emerging market securities bear various foreign investment risks discussed below. In addition, there are greater risks involved in investing in emerging markets compared to developed foreign markets. Specifically, the economic structures in emerging market

High Yield Securities Risk: Below investment-grade securities, sometimes called “junk bonds,” are considered speculative. These securities are subject to greater risk of default and of insolvency or bankruptcy than higher rated securities. The market value of below investment-grade securities is more sensitive to individual corporate developments and economic changes than higher rated securities. Adverse publicity and investor perceptions, whether or not accurate, regarding below investment-grade securities may depress prices and diminish liquidity for such securities. The market for below investment-grade securities may be less active than the market for higher rated securities, which can adversely affect the price at which these securities may be sold. Less active markets may diminish a Fund’s ability to obtain accurate market quotations when valuing the portfolio securities and thereby give rise to valuation risk. In addition, a Fund may incur additional expenses if a holding defaults and a Fund has to seek recovery of its principal investment. Below investment-grade securities may also present risks based on payment expectations. For example, these securities may contain redemption or call provisions. If an issuer exercises these provisions in a declining interest rate market, the Fund would have to replace the security with a lower yielding security resulting in a decreased return for investors.

Valuation Risk: Portfolio securities may be valued using techniques other than market quotations. The value established for a portfolio security may be different than what would be produced through the use of another methodology or if it had been priced using market quotations. Portfolio securities that are valued using techniques other than market quotations, including “fair valued” securities, may be subject to greater fluctuation in their value from one day to the next than would be the case if market quotations were used. In addition, there is no assurance that a Fund could sell a portfolio security for the value established for it at any time and it is possible that a Fund would incur a loss because a portfolio security is sold at a discount to its established value. Investors who purchase or redeem Fund shares on days when the Fund is holding “fair valued” securities may receive fewer or more shares or lower or higher redemption proceeds than they would have received if the Fund had not “fair valued” the holding(s) or had used a different valuation methodology. These risks may be magnified in a rising interest rate environment and Funds that hold a significant percentage of fair valued securities may be particularly susceptible to the risks associated with fair valuation.

Derivative Instruments Risk: A Fund’s use of various investment techniques may involve derivative instruments, such as forward contracts, futures and options on futures contracts, options and swaps. There is no guarantee that these techniques will work. A Fund may, but is not required to, use derivative instruments as a substitute for taking a long or a short position in an underlying asset, to increase returns, or as part of a hedging strategy. Some derivative instruments have the effect of leverage on a Fund, meaning that a small investment in derivative instruments could have a potentially large impact on a Fund’s performance and its rate of income distributions for a particular period of time. The use of derivative instruments involves risks

Portfolio Turnover Risk: A Fund may experience high portfolio turnover rates as a result of its principal investment strategies. Fund turnover generally involves a number of direct and indirect costs and expenses to a Fund, including, for example, brokerage commissions, dealer mark- ups and bid/asked spreads, and transaction costs on the sale of securities and reinvestment in other securities. The costs related to increased portfolio turnover may have the effect of reducing a Fund’s investment return, and the sale of securities by a Fund may result in the realization of taxable capital gains, including short-term capital gains. A Fund may experience high portfolio turnover rates as a result of its principal investment strategies. Fund turnover generally involves a number of direct and indirect costs and expenses to a Fund, including, for example, brokerage commissions, dealer mark- ups and bid/asked spreads, and transaction costs on the sale of securities and reinvestment in other securities. The costs related to increased portfolio turnover may have the effect of reducing a Fund’s investment return, and the sale of securities by a Fund may result in the realization of taxable capital gains, including short-term capital gains.

Counterparty Risk: A Fund will be subject to credit risk with respect to the counterparties with which the Fund enters into derivatives instruments contracts and other transactions such as repurchase agreements or reverse repurchase agreements. A Fund’s ability to profit from these types of investments and transactions will depend on the willingness and ability of its counterparty to perform its obligations. If a counterparty fails to meet its contractual obligations, a Fund may be unable to terminate or realize any gain on the investment or transaction, resulting in a loss to the Fund. A Fund may experience significant delays in obtaining any recovery in an insolvency, bankruptcy, or other reorganization proceeding involving its counterparty (including recovery of any collateral posted by it) and may obtain only a limited recovery or may obtain no recovery in such circumstances. If a Fund holds collateral posted by its counterparty, it may be delayed or prevented from realizing on the collateral in the event of a bankruptcy or insolvency proceeding relating to the counterparty. Contractual provisions and applicable law may prevent or delay a Fund from exercising its rights to terminate an investment or transaction with a financial institution experiencing financial difficulties, or to realize on collateral, and another institution may be substituted for that financial institution without the consent of the Fund. If the credit rating of a derivatives counterparty declines, a Fund may nonetheless choose or be required to keep existing transactions in place with the counterparty, in which event the Fund would be subject to any increased credit risk associated with those transactions. A party to a cleared derivatives transaction is subject to the credit risk of the clearing house and the clearing member through which it holds its cleared position, rather than the credit risk of its original counterparty to the derivative transaction.

Liquidity Risk: Illiquid investments may be difficult to resell at approximately the price they are valued in the ordinary course of business within seven days. When investments cannot be sold readily at the desired time or price, a Fund may have to accept a much lower price, may not be able to sell the investment at all, or may be forced to forego other investment opportunities, all of which may adversely impact the Fund’s returns. Illiquid investments also may be subject to valuation risk. In addition, liquidity risk can increase as a result of unusually high redemption requests, redemption requests by certain large shareholders (such as institutional investors), or other market conditions that may make it difficult for a Fund to sell investments within the allowable time period to meet redemptions. Meeting such redemption requests could require a Fund to sell securities at reduced prices or under unfavorable conditions, which would reduce the value of the Fund.

U.S. Government Securities Risk: A Fund may invest in debt securities issued or guaranteed by certain U.S. Government agencies, instrumentalities and sponsored enterprises. There is no assurance that the U.S. Government would provide financial support to its agencies and instrumentalities if not required to do so. U.S. Government-sponsored enterprises are not funded by Congressional appropriations, their securities are not issued by the U.S. Treasury, they are not supported by the full faith and credit of the U.S. Government, and they involve increased credit risks. Certain governmental entities have been subject to regulatory scrutiny regarding their accounting policies and practices and other concerns that may result in legislation, changes in regulatory oversight and/or other consequences that could adversely affect the credit quality, availability or investment character of securities issued by these entities. The value and liquidity of U.S. Government securities may be affected adversely by changes in the ratings of those securities. Investments in U.S. Government securities are also subject to interest rate risk and prepayment risk, and the risk that the value of the securities will fluctuate in response to political, market or economic developments. The downgrade in the long-term U.S. credit rating by at least one major rating agency has introduced greater uncertainty about the ability of the U.S. to repay its obligations. A further credit rating downgrade or a U.S. credit default could decrease the value and increase the volatility of a Fund’s investments.

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.

Cash Option — A check or ACH to bank of record will be sent for each dividend and capital gain distribution.

The 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 Funds’ distributor has obtained information from each Financial Intermediary holding shares in an omnibus account with the 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 procedures that are reasonably designed to protect the Funds against harmful short-term trading; and

With respect to Funds that invest in securities that trade on foreign markets, pursuant to the Funds’ fair valuation procedures, pricing adjustments may be made based on information received from a third-party, multi-factor fair valuation pricing service.

Subject to the terms and conditions herein set forth and on the basis of the representations and warranties contained herein,

The Acquired Fund will transfer and deliver to the Acquiring Fund all of its assets, as set forth in paragraph 2.2;

The Acquiring Fund will assume all Obligations; and

The Acquiring Fund will issue and deliver to the Acquired Fund in exchange for its net assets a number of Reorganization Shares (including fractional shares, if any) determined by dividing the value of the Acquired Fund’s net assets, computed in the manner and as of the time and date set forth in paragraph 3.1, by the net asset value of one Reorganization Share computed in the manner and as of the time and date set forth in paragraph 3.2. Such transactions shall take place at the Closing.

The assets of the Acquired Fund to be acquired by the Acquiring Fund shall consist of all assets of the Acquired Fund, including cash, securities, dividends and interest receivable, receivables for shares sold and all other assets that are owned by the Acquired Fund on the Closing Date, including any prepaid expenses, other than unamortized reorganizational expenses, shown as assets on the books of the Acquired Fund on the Closing Date.

On the Liquidation Date, the Acquired Fund will liquidate and distribute pro rata to its shareholders of record of its shares, determined as of the Close of Business on the Valuation Date, the Reorganization Shares received by the Acquired Fund pursuant to paragraph 2.1. Such liquidation and distribution will be accomplished by the transfer of the Reorganization Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund’s shareholders and representing the respective pro rata number of Reorganization Shares due such shareholders. The Acquiring Fund shall not be obligated to issue certificates representing Reorganization Shares in connection with such exchange.

With respect to Reorganization Shares distributable pursuant to paragraph 2.3 to an Acquired Fund shareholder holding a certificate or certificates for shares of the Acquired Fund, if any, on the Valuation Date, the Acquired Fund will not permit such shareholder to receive Reorganization Share certificates therefor, to exchange such Reorganization Shares for shares of other investment companies, to effect an account transfer of such Reorganization Shares or to pledge or redeem such Reorganization Shares until the Acquired Fund shareholder has surrendered all his or her outstanding certificates for Acquired Fund shares or, in the event of lost certificates, posted adequate bond.

As soon as practicable after the Closing Date, the Acquired Fund shall make all filings and take all other steps as shall be necessary and proper to effect the complete dissolution of the Acquired Fund under applicable law. After the Closing Date, the Acquired Fund shall not conduct any business except in connection with its dissolution, including compliance with the requirements of paragraph 2.4.

Except as otherwise mutually agreed by the parties, any reporting responsibility of the Acquired Fund, including, but not limited to, the responsibility for the filing of regulatory reports, tax returns, or other documents with the SEC, any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund until the Acquired Fund completes its liquidation and dissolves. Thereafter, any such reporting responsibilities shall be the responsibility of the Acquiring Fund’s investment manager on behalf of the Acquired Fund.

The value of the Acquired Fund’s assets to be acquired by the Acquiring Fund hereunder shall be the value of such assets computed as of the Close of Business on the Valuation Date in a manner consistent with procedures established by the Board of Trustees of SSIIT with respect to the Acquiring Fund and as disclosed in the Acquiring Fund Prospectus, after deduction for any expenses of the reorganization contemplated hereby to be paid by the Acquired Fund, and shall be certified by the Acquired Fund.

For the purpose of paragraph 3.1, the net asset value of a Reorganization Share shall be the net asset value per share computed as of the Close of Business on the Valuation Date, using the valuation procedures set forth in the organizational documents of the Acquiring Fund and/or the Acquiring Fund Prospectus for determining net asset value.

Subject to receipt of all necessary approvals, including the vote of a majority of the outstanding voting securities, within the meaning of Section 2(a)(42) of the 1940 Act and Rule 17a-8(a)(3) thereunder, of the Acquired Fund, and subject to paragraph 4.3 below, the Closing shall occur on May 10, 2021, or such other date as the Acquiring Fund and Acquired Fund may agree (the “Closing Date”) and shall be effective as of 9:00 a.m. Eastern Time on the Closing Date. The Closing shall take place remotely via the electronic exchange of the applicable documents and signatures, provided, however, that the parties, by mutual agreement, may elect for the Closing to take place at SSGA FM’s offices, One Iron Street, Boston, Massachusetts 02210 (or such other place as the parties may agree), at such time as the parties may agree.

On the Closing Date, the Acquired Fund’s assets, including all of the Acquired Fund’s cash, shall be delivered by the Acquired Fund to the custodian for the account of the Acquiring Fund. All portfolio securities so delivered to be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the U.S. Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency or certified or official bank checks, payable to the order of “[Custodian], custodian for [Acquiring Fund].”

In the event that on the Valuation Date (a) the NYSE shall be closed for trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the NYSE or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which trading shall have been fully resumed and reporting shall have been restored.

At the Closing, the Acquired Fund or its transfer agent shall deliver to the Acquiring Fund or its designated agent a list of the names and addresses of the Acquired Fund’s shareholders and the number of outstanding shares of the Acquired Fund owned by each Acquired Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the Close of Business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide to the Acquired Fund evidence satisfactory to the Acquired Fund that the Reorganization Shares issuable pursuant to paragraph 2.1 have been credited to the Acquired Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Acquired Fund evidence satisfactory to the Acquired Fund that such Reorganization Shares have been credited pro rata to open accounts in the names of the Acquired Fund’s shareholders as provided in paragraph 2.3.

At the Closing, each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the transfer of assets, assumption of liabilities and liquidation contemplated by paragraph 2. The parties agree that any such documents may be executed electronically.

The Acquired Fund represents and warrants the following to the Acquiring Fund as of the date hereof and agrees to confirm the continuing accuracy and completeness in all material respects of the following on the Closing Date:

The Acquired Fund is legally existing under the laws of its state of organization;

The Acquired Fund is a duly registered investment company classified as a management company of the open-end type and its registration with the SEC as an investment company under the 1940 Act is in full force and effect;

The Acquired Fund is not in violation in any material respect of any provision of its organizational documents or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Acquired Fund is a party or by which the Acquired Fund is bound, and the execution, delivery and performance of this Agreement will not result in any such violation;

The Acquired Fund has no material contracts or other commitments (other than this Agreement and such other contracts as may be entered into in the ordinary course of its business) that if terminated may result in material liability to the Acquired Fund or under which (whether or not terminated) any material payments for periods subsequent to the Closing Date will be due from the Acquired Fund;

To the knowledge of the Acquired Fund, except as has been disclosed in writing to the Acquiring Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquired Fund, any of its properties or assets, or any person whom the Acquired Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and the Acquired Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated hereby;

The statement of assets and liabilities, the statement of operations, the statement of changes in net assets, and the schedule of investments of the Acquired Fund, as of the last day of and for its most recently completed fiscal year, audited by the Acquired Fund’s independent registered public accounting firm, copies of which have been furnished to the Acquiring Fund, fairly reflect the financial condition and results of operations of the Acquired Fund as of such dates and for the periods then ended in accordance with generally accepted accounting principles consistently applied. In addition, the Acquired Fund has no known liabilities of a material amount, contingent or otherwise, other than those shown on the statements of assets and liabilities referred to above or those incurred in the ordinary course of its business since the last day of the Acquired Fund’s most recently completed fiscal year and the last day of any subsequent semiannual period following the most recently completed fiscal year;

Since the last day of the Acquired Fund’s most recently completed semiannual period, there has not been any material adverse change in the Acquired Fund’s financial condition, assets, Obligations or business (other than changes occurring in the ordinary course of business), or any incurrence by the Acquired Fund of indebtedness, except as disclosed in writing to the Acquiring Fund. For the purposes of this subparagraph (g), distributions of net investment income and net realized capital gains, changes in portfolio securities, changes in the market value of portfolio securities or net redemptions shall be deemed to be in the ordinary course of business;

The Acquired Fund has elected to be treated as a “regulated investment company” for federal income tax purposes under Part I of Subchapter M of the Code (a “RIC”) and has qualified and been eligible for treatment as a RIC for each taxable year since its inception ending on or before the Closing Date and will maintain such qualification at all times through the

As of the Closing Date: (i) the Acquired Fund shall have duly and timely filed all federal, state and other tax returns and reports of the Acquired Fund (including, but not limited to, information returns) required by law to have been filed by such date (giving effect to extensions), and all federal, state and other taxes shown to be due on such returns and reports or on any assessment received shall have been paid, or, if not yet due, provisions shall have been made for the payment thereof; (ii) all such returns and reports are accurate and complete as of the time of their filing, and accurately state the amount of tax (if any) owed for the periods covered by the returns, or, in the case of information returns, the amount and character of income or other information required to be reported by the Acquired Fund; (iii) all of the Acquired Fund’s tax liabilities will have been adequately provided for on its books; (iv) the Acquired Fund will have had no known tax deficiency or liability asserted against it or question with respect thereto raised by the Internal Revenue Service or by any state or local tax authority, and the Acquired Fund will not be under audit by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid; and (v) no taxing authority in a jurisdiction where the Acquired Fund does not file a tax return or report has notified the Acquired Fund in writing that the Acquired Fund is or may be subject to taxation in that jurisdiction. There are no levies, liens or encumbrances relating to taxes existing, threatened or pending with respect to the assets of the Acquired Fund;

All issued and outstanding shares of the Acquired Fund have been, and at the Closing Date will have been, sold in compliance with all applicable registration or qualification requirements of federal and state securities laws. No options, warrants or other rights to subscribe for or purchase, or securities convertible into, any shares of the Acquired Fund are outstanding and none will be outstanding on the Closing Date;

The Acquired Fund’s investment operations from inception to the date hereof have been in compliance in all material respects with the investment policies and investment restrictions set forth in the Acquired Fund Prospectus, except as previously disclosed in writing to the Acquiring Fund;

The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquired Fund, and this Agreement constitutes a valid and binding obligation of the

The Reorganization Shares to be issued to the Acquired Fund pursuant to paragraph 2 will not be acquired for the purpose of making any distribution thereof other than to the Acquired Fund’s shareholders as provided in paragraph 2.3;

No consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), the 1940 Act and state securities or “Blue Sky” laws (which terms used herein shall include the laws of the District of Columbia and of Puerto Rico);

On the Closing Date, the Acquired Fund will have good and marketable title to its assets to be transferred to the Acquiring Fund pursuant to paragraph 2.1 and will have full right, power and authority to sell, assign, transfer and deliver the Investments and any other of its assets and Obligations to be transferred to the Acquiring Fund pursuant to this Agreement. At the Closing Date, subject only to the delivery of the Investments and any such other assets and Obligations and payment therefor as contemplated by this Agreement, the Acquiring Fund will acquire good and marketable title thereto and will acquire the Investments and any such other assets and Obligations subject to no encumbrances, liens or security interests whatsoever and without any restrictions upon the transfer thereof, except as previously disclosed to the Acquiring Fund;

On the Closing Date, the Acquired Fund will have sold such of its assets, if any, as are necessary based on information provided by the Acquiring Fund and contingent on the accuracy of such information to assure that, after giving effect to the acquisition of the assets of the Acquired Fund pursuant to this Agreement, the Acquiring Fund, if classified as a “diversified company” within the meaning of Section 5(b)(1) of the 1940 Act, will remain a “diversified company” and in compliance in all material respects with such other investment restrictions as are set forth in the Acquiring Fund Prospectus, as amended through the Closing Date;

No registration of any of the Investments would be required if they were, as of the time of such transfer, the subject of a public distribution by either of the Acquired Fund or the Acquiring Fund, except as previously disclosed by the Acquired Fund to the Acquiring Fund;

All information provided to the Acquiring Fund by the Acquired Fund for inclusion in, or transmittal with, the registration statement on Form N-14 (the “Registration Statement”), which includes an information statement/prospectus (the “Information Statement/Prospectus”), with respect to this Agreement (1) complies and will comply in all material respects with the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder, and (2) does not and will not contain any untrue statement of a material fact, or omit to state a material fact required to be stated in order to make the statements made therein, in light of the circumstances under which they were made, not misleading;

The Acquired Fund is eligible to rely upon Rule 17a-8 under the 1940 Act and, prior to the effective date of the Registration Statement, the Acquired Fund will have satisfied the conditions of Rule 17a-8 under the 1940 Act applicable to a Merging Company that is not a Surviving Company, except for the conditions contained in Rule 17a-8(a)(3);

At the Closing Date, the Acquired Fund will have satisfied the conditions of Rule 17a-8(a)(3) under the 1940 Act, taking into account that the Reorganization does not satisfy the conditions of Rule 17a-8(a)(3)(i) through (iv);

The Acquired Fund is an “employees’ securities company” within the meaning of Section 2(a)(13) of the 1940 Act and has, at all times since January 1, 2018, operated in compliance with an exemptive order issued by the SEC to the Acquired Fund pursuant to Section 6(c) of the 1940 Act. The Acquired Fund’s participation in the Reorganization will not violate the requirements of any existing SEC exemptive orders applicable to the Acquired Fund;

The Acquired Fund does not own any “converted property” (as that term is defined in Treasury Regulation Section 1.337(d)-7T(a)(2) of the regulations issued by the United States Treasury (“Treasury Regulations”)) that is subject to the rules of Section 1374 of the Code as a consequence of the application of Section 337(d)(1) of the Code and the Treasury Regulations thereunder;

The Acquired Fund is in compliance in all material respects with applicable regulations of the Internal Revenue Service pertaining to the reporting of dividends and other distributions on and redemptions of its shares of beneficial interest, including but not limited to those related to shareholder cost basis reporting pursuant to Sections 1012, 6045, 6045A and 6045B of the Code and related Treasury Regulations, and has withheld in respect of dividends and other distributions and paid to the proper taxing authorities all taxes required to be withheld, and is not liable for any penalties which could be imposed thereunder;

The Acquiring Fund has not been granted any waiver, extension, or comparable consent regarding the application of the statute of limitations with respect to any taxes or tax return that is outstanding, nor has any request for such waiver or consent been made with respect to any such taxes or tax return;

The Acquired Fund has not received written notification from any tax authority that asserts a position contrary to any of the above representations set forth in paragraphs (h), (i), (s), (t) and (u) of this Section; and

The Acquired Fund does not own any property of a character, the indirect transfer of which, pursuant to this Agreement, would give rise to any documentary, sales, stamp, or other transfer tax.

The Acquiring Fund represents and warrants the following to the Acquired Fund as of the date hereof and agrees to confirm the continuing accuracy and completeness in all material respects of the following on the Closing Date:

SSIIT is legally existing under the laws of its state of organization;

SSIIT is a duly registered investment company classified as a management company of the open-end type and its registration with the SEC as an investment company under the 1940 Act is in full force and effect, and the Acquiring Fund, as applicable, is a separate series thereof duly designated in accordance with the applicable provisions of the organizational documents of the Trust and the 1940 Act;

On the Closing Date, the registration statement does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and there are no material contracts to which the Acquiring Fund is a party that are not referred to in the Acquiring Fund Prospectus or in the registration statement of which it is a part;

On the Closing Date, the Acquiring Fund will have good and marketable title to its assets;

The Acquiring Fund is not in violation in any material respect of any provisions of its organizational documents or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Acquiring Fund is a party or by which the Acquiring Fund is bound, and the execution, delivery and performance of this Agreement will not result in any such violation;

To the knowledge of the Acquiring Fund, except as has been disclosed in writing to the Acquired Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquiring Fund, any of its properties or assets, or any person whom the Acquiring Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and the Acquiring Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated hereby;

The Acquiring Fund is, and will be at the time of Closing, a shell series created for the purpose of acquiring all the assets and assuming the Obligations of the Acquired Fund and, prior to the Closing, (i) will not commence operations or carry on any business activities (other than such activities as are customary to the organization of a new series of a registered investment company prior to its commencement of investment operations) (ii) will have no tax attributes (including those specified in Section 381(c) of the Code), (iii) will not have held any property (other than a de minimis amount of assets to facilitate the transaction(s) described in this Agreement) and immediately following the Reorganization, the Acquiring Fund will possess solely assets and liabilities that were possessed by the Acquired Fund immediately prior to the Reorganization; provided, however, that at the time of or before the Reorganization, the Acquiring Fund may hold a de minimis amount of assets to facilitate its organization, and (iv) will not have prepared books of account and related records or financial statements or issued any shares except those issued in a private placement to the initial shareholder of the Acquiring Fund. Immediately following the liquidation of the Acquired Fund as contemplated herein, 100% of the issued and outstanding shares of beneficial interest of the Acquiring Fund will be held by the former holders of Acquired Fund shares;

The Acquiring Fund will elect to be treated and intends to qualify and be eligible for treatment as a “regulated investment company” within the meaning of Sections 851 and 852 of the Code in respect of its taxable year that includes the Closing. As of the Closing Date, no federal, state or other tax returns of the Acquiring Fund will have been required by law to be filed and no federal, state or other taxes will be due by the Acquiring Fund; the Acquiring Fund will not have been required to pay any assessments; and the Acquiring Fund will not have any tax liabilities. Consequently, as of the Closing Date, the Acquiring Fund will not have any tax deficiency or liability asserted against it or question with respect thereto raised, and the Acquiring Fund will not be under audit by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid;

All issued and outstanding shares of the Acquiring Fund have been, and at the Closing Date will have been, issued in compliance with all applicable registration or qualification requirements of federal and state securities laws. No options, warrants or other rights to subscribe for or purchase, or securities convertible into, any shares of common shares of the Acquiring Fund are outstanding and none will be outstanding on the Closing Date;

The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, and this Agreement constitutes a valid and binding obligation of the Acquiring Fund enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;

No consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act and Blue Sky laws;

All information provided to the Acquired Fund by the Acquiring Fund for inclusion in, or transmittal with the Registration Statement or the Information Statement/Prospectus, (1) complies and will comply in all material respects with the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder, and (2) does not and will not contain any untrue statement of a material fact, or omit to state a material fact required to be stated in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and

Prior to the effective date of the Registration Statement, the Acquiring Fund will have satisfied the conditions of Rule 17a-8 under the 1940 Act applicable to a Merging Company that is a Surviving Company, except for the condition contained in Rule 17a-8(a)(5) under the 1940 Act.

The Acquired Fund will conduct its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business for the Acquired Fund will include regular and customary periodic dividends and distributions.

The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of such Acquired Fund include any securities that the Acquiring Fund is not permitted to acquire.

Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party’s obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions.

The Acquiring Fund will obtain the approvals and authorizations required of it by the 1933 Act, the 1940 Act (including, without limitations, those necessary to satisfy the conditions of Rule 17a-8 thereunder) and such of the Blue Sky laws as it may deem appropriate in order to continue its operations after the Closing Date.

The Acquired Fund will (a) obtain the approvals and authorizations required of it by the 1933 Act, the 1940 Act (including, without limitation, those necessary to satisfy the conditions of Rule 17a-8 thereunder) to consummate the Reorganization, (b) cause to be mailed to each shareholder of record of the Acquired Fund the Information Statement/Prospectus and (c) take all other reasonable action necessary to obtain any approvals required to complete the transactions contemplated hereby.

The Acquired Fund agrees that the acquisition of all assets and Obligations of the Acquired Fund by the Acquiring Fund includes any right of action against current and former service providers of the Acquired Fund, such right to survive for the statute of limitation of any such claim. For the avoidance of all doubt, the Acquired Fund hereby assigns to the Acquiring Fund all rights, causes of action, and other claims against third parties relating to the Acquired Fund, whether known or unknown, contingent or non-contingent, inchoate or choate, or otherwise.

The Acquired Fund covenants that, by the Closing Date, all of the Acquired Fund’s federal and other tax returns and reports required by law to be filed on or before the Closing Date, shall have been filed and all federal and other taxes (if any) shown as due on said returns shall have either been paid or, if not yet due, adequate liability reserves shall have been provided for the payment of such taxes, provided, however, if any of the income tax returns (e.g., Form 1120-RIC) required to be filed by the Acquired Fund for its most recent taxable year ended prior to the Closing Date have not been filed by the Closing Date, the Acquired Fund shall prepare and timely file with the relevant taxing authorities all such returns and the Acquired Fund shall make available to the Acquiring Fund drafts of such returns at least one week prior to filing such returns.

As promptly as practicable, but in any case within sixty (60) calendar days after the Closing Date, the Acquired Fund shall furnish the Acquiring Fund a statement of earnings and profits of the Acquired Fund for U.S. federal income tax purposes that will be carried over by the Acquired Fund pursuant to Section 381 of the Code.

It is the intention of the parties to the Reorganization that such Reorganization will qualify as a “reorganization” described in Section 368(a)(1)(F) of the Code. Neither the Acquired Fund nor the Acquiring Fund shall take any action or cause any action to be taken (including, without limitation the filing of any tax return) that is inconsistent with such treatment or results in the failure of the Reorganization to qualify as a “reorganization” described in Section 368(a)(1)(F) of the Code.

The Acquiring Fund and Acquired Fund will provide each other and their respective representatives with such cooperation, assistance and information as either of them reasonably may request of the other in: filing any tax returns, amended return or claim for refund; determining a liability for taxes or a right to a refund of taxes; requesting a closing agreement or similar relief from a taxing authority; participating in or conducting any audit or other proceeding in respect of taxes; in determining the financial reporting of any tax position; or declaring and paying any dividend or dividends, including pursuant to Section 855 of the Code, for purposes of making distributions of the Acquired Fund’s or Acquiring Fund’s, as applicable, (x) investment company taxable income (if any), net tax-exempt income (if any), and net capital gains (if any) in respect of a taxable year of the Acquired Fund or Acquiring Fund ending on or before or that includes the Closing Date of an amount or amounts sufficient for the Acquired Fund or the Acquiring Fund, as applicable, to qualify for treatment as a regulated investment company under Subchapter M of the Code and to otherwise avoid the incurrence of any fund-level federal income taxes for any such taxable year and (y) ordinary income and capital gain net income in an amount or amounts sufficient to avoid the incurrence of any fund-level federal excise taxes under Section 4982 of the Code for any calendar year ending on or before December 31, 2021. Each party or its agents will retain for a period of six (6) years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters and financial reporting of tax positions of the Acquired Fund and Acquiring Fund for its taxable period first ending after the Closing Date and for prior taxable periods for which the party is required to retain records as of the Closing Date.

The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in its name by its President or a Vice President and its Treasurer or an Assistant Treasurer, in form and substance satisfactory to the Acquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that the Acquiring Fund has complied with all the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing Date.

The Acquired Fund shall have received a favorable opinion of counsel to the Acquiring Fund, dated the Closing Date and in a form satisfactory to the Acquired Fund, to the following effect:

SSIIT is legally existing under the laws of its state of organization and has power to own all of its properties and assets and to carry on its business as presently conducted, and, as applicable, the Acquiring Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the organizational documents of SSIIT;

This Agreement has been duly authorized, executed and delivered on behalf of the Acquiring Fund and, assuming the due authorization, execution and delivery of this Agreement by the Acquired Fund, is the valid and binding obligation of the Acquiring Fund enforceable against the Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;

The execution and delivery of this Agreement did not, and the performance by the Acquiring Fund of its obligations hereunder will not, violate the Acquiring Fund’s organizational documents; and

No consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act or Blue Sky laws.

The Acquired Fund shall have delivered to the Acquiring Fund a certificate executed in its name by its President or a Vice President and its Treasurer or an Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund and

The Acquiring Fund shall have received a favorable opinion of counsel to the Acquired Fund dated the Closing Date and in a form satisfactory to the Acquiring Fund, to the following effect:

Acquired Fund is legally existing under the laws of its state of organization and has power to own all of its properties and assets and to carry on its business as presently conducted and its securities are duly authorized;

This Agreement has been duly authorized, executed and delivered on behalf of the Acquired Fund and, assuming the due authorization, execution and delivery of this Agreement by the Acquiring Fund, is the valid and binding obligation of the Acquired Fund enforceable against the Acquired Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;

The Acquired Fund has obtained all approvals of shareholders necessary to effect the Reorganization in accordance with applicable law.

The Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Acquired Fund will have duly transferred such assets to the Acquiring Fund;

The execution and delivery of this Agreement did not, and the performance by the Acquired Fund of its obligations hereunder will not, violate the Acquired Fund’s organizational documents; and

No consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act or Blue Sky laws.

The Acquired Fund shall have furnished to the Acquiring Fund a certificate signed by an officer of the Acquired Fund as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement, and shall have delivered a copy of the tax books and records of the Acquired Fund, including but not limited to information necessary for purposes of preparing any tax returns, reports and information returns required by law to be filed by the Acquiring Fund after the Closing Date.

On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated hereby.

All consents of other parties, including approval by the shareholders of the Acquired Fund, and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the SEC and of state Blue Sky and securities authorities) deemed necessary by the Acquired Fund, or the Acquiring Fund to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except when failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquired Fund, or the Acquiring Fund.

The Acquired Fund and the Acquiring Fund shall have received a favorable opinion of Ropes & Gray LLP in a form reasonably satisfactory to each of them (which opinion will be subject to certain qualifications), substantially to the effect that, on the basis of existing provisions of the Code, U.S. Treasury regulations promulgated thereunder, current administrative rules and court decisions, as further described below, generally for U.S. federal income tax purposes:

The acquisition by Acquiring Fund of all the assets of Acquired Fund in exchange for Reorganization Shares and the assumption of all Obligations by the Acquiring Fund, followed by the distribution by Acquired Fund to its shareholders of all the Reorganization Shares it received in complete liquidation and termination of Acquired Fund, all pursuant to this Agreement will constitute a “reorganization” within the meaning of Section 368(a)(1) of the Code, and the Acquired Fund and the Acquiring Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code;

Under Sections 361 and 357 of the Code, the Acquired Fund will not recognize gain or loss upon (i) the transfer of all its assets to the Acquiring Fund in exchange solely for Reorganization Shares and the assumption by the Acquiring Fund of all the liabilities of the Acquired Fund, or (ii) the distribution of the Reorganization Shares by the Acquired Fund to its shareholders in liquidation;

Under Section 1032 of the Code, the Acquiring Fund will not recognize gain or loss upon the receipt of the assets of the Acquired Fund in exchange solely for Reorganization Shares and the assumption by the Acquiring Fund of all liabilities and obligations of the Acquired Fund;

Under Section 362(b) of the Code, the Acquiring Fund’s tax basis in the assets of the Acquired Fund transferred to the Acquiring Fund will be the same as the Acquired Fund’s tax basis in such assets immediately prior to the transfer;

Under Section 1223(2) of the Code, the Acquiring Fund’s holding periods for the assets it receives from the Acquired Fund will include the periods during which such assets were held or treated for federal income tax purposes as being held by the Acquired Fund;

Under Section 354 of the Code, the Acquired Fund’s shareholders will not recognize gain or loss upon the exchange of all of their shares of the Acquired Fund for the Reorganization Shares;

Under Section 358 of the Code, the aggregate tax basis of Reorganization Shares that an Acquired Fund shareholder receives will be the same as the aggregate tax basis of the Acquired Fund shares exchanged therefor;

Under Section 1223(1) of the Code, an Acquired Fund shareholder’s holding period for the Reorganization Shares (including fractional shares to which the shareholder may be entitled) received pursuant to this Agreement will include the shareholder’s holding period for the Acquired Fund shares exchanged therefor, provided the shareholder held such Acquired Fund shares as capital assets on the date of the exchange; and

The Acquiring Fund will succeed to and take into account the items of the Acquired Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Treasury regulations thereunder.

At any time prior to the Closing, any of the foregoing conditions of this Agreement may be waived jointly by the board of trustees/directors of each of the Acquired Fund and the Acquiring Fund, if, in their judgment, such waiver will not have a material adverse effect on the interests of the shareholders of the Acquired Fund or the Acquiring Fund.

Each of the Acquired Fund and Acquiring Fund represents and warrants to the other that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein.

The Acquiring Fund will bear (i) any brokerage costs incurred in connection with effecting the Reorganization, (ii) any transfer or stamp duties imposed in connection with the transfer of portfolio securities to the Acquiring Fund, (iii) registration fees incurred in connection with registration of the Reorganization Shares (iv) record retention fees with regard to the Acquired Fund and (v) legal fees of counsel to the Acquired Fund in connection with the Reorganization. Other expenses related to carrying out the Reorganization, including the costs associated with the preparation and delivery of the Information Statement/Prospectus, will be allocated between SSGA FM and GE in accordance with terms agreed upon between SSGA FM and GE.

Each of the Acquired Fund and Acquiring Fund agrees that neither party has made any representation, warranty or covenant not set forth herein and that this Agreement constitutes the entire agreement between the parties.

The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall not survive the consummation of the transactions contemplated hereunder except paragraphs 2.1, 2.2, 2.3, 2.5, 10, 11, 14 and 15.

This Agreement may be terminated by the mutual agreement of the Acquired Fund and Acquiring Fund. In addition, either the Acquired Fund or the Acquiring Fund may at its option terminate this Agreement at or prior to the Closing Date because:

of a material breach by the other of any representation, warranty, covenant or agreement contained herein to be performed by the other party at or prior to the Closing Date;

a condition herein expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that it will not or cannot be met; or

any governmental authority of competent jurisdiction shall have issued any judgment, injunction, order, ruling or decree or taken any other action restraining, enjoining or otherwise prohibiting this Agreement or the consummation of any of the transactions contemplated herein and such judgment, injunction, order, ruling, decree or other action becomes final

If for any reason any transaction contemplated by this Agreement is not consummated, no party shall be liable to any other party for any damages resulting therefrom, including without limitation consequential damages.

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

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

The parties hereby consent to transact electronically and agree that a party’s intentional action in providing an electronic signature by clicking a button, typing a name in a signature field, or otherwise entering an electronic signature, is valid evidence of consent to be legally bound by this Agreement.

The words “execution,” “signed,” “signature,” and words of similar import used in this Agreement shall be deemed to include electronic or digital signatures or the keeping of records in electronic form, each of which shall be of the same effect, validity and enforceability as manually executed signatures or a paper-based recordkeeping system, as the case may be, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 USC § 7001 et seq.).

The electronically stored copy of this Agreement is considered to be the true, complete, valid, authentic, and enforceable record of the Agreement, admissible in judicial or administrative proceedings to the same extent as if the document and records were originally generated and maintained in printed form. The parties agree not to contest the admissibility or enforceability of an electronically stored copy of the Agreement in any proceeding arising out of the terms and conditions of the Agreement.

This Agreement shall be governed by and construed in accordance with the domestic substantive laws of The Commonwealth of Massachusetts, without giving effect to any choice or conflicts of law rule or provision that would result in the application of the domestic substantive laws of any other jurisdiction.

This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

A copy of the Agreement and Declaration of Trust, as amended, of SSIIT is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that no trustee, officer, agent or employee of the Trust shall have any personal liability under this Agreement, and that insofar as it relates to the Acquiring Fund or the Acquired Fund, this Agreement is binding only upon the assets and properties of the Acquiring Fund or the Acquired Fund.

Subject to the terms and conditions herein set forth and on the basis of the representations and warranties contained herein,

The Acquired Fund will transfer and deliver to the Acquiring Fund all of its assets, as set forth in paragraph 2.2;

The Acquiring Fund will assume all Obligations; and

The Acquiring Fund will issue and deliver to the Acquired Fund in exchange for its net assets a number of Reorganization Shares (including fractional shares, if any) determined by dividing the value of the Acquired Fund’s net assets, computed in the manner and as of the time and date set forth in paragraph 3.1, by the net asset value of one Reorganization Share computed in the manner and as of the time and date set forth in paragraph 3.2. Such transactions shall take place at the Closing.

The assets of the Acquired Fund to be acquired by the Acquiring Fund shall consist of all assets of the Acquired Fund, including cash, securities, dividends and interest receivable, receivables for shares sold and all other assets that are owned by the Acquired Fund on the Closing Date, including any prepaid expenses, other than unamortized reorganizational expenses, shown as assets on the books of the Acquired Fund on the Closing Date.

On the Liquidation Date, the Acquired Fund will liquidate and distribute pro rata to its shareholders of record of its shares, determined as of the Close of Business on the Valuation Date, the Reorganization Shares received by the Acquired Fund pursuant to paragraph 2.1. Such liquidation and distribution will be accomplished by the transfer of the Reorganization Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund’s shareholders and representing the respective pro rata number of Reorganization Shares due such shareholders. The Acquiring Fund shall not be obligated to issue certificates representing Reorganization Shares in connection with such exchange.

With respect to Reorganization Shares distributable pursuant to paragraph 2.3 to an Acquired Fund shareholder holding a certificate or certificates for shares of the Acquired Fund, if any, on the Valuation Date, the Acquired Fund will not permit such shareholder to receive Reorganization Share certificates therefor, to exchange such Reorganization Shares for shares of other investment companies, to effect an account transfer of such Reorganization Shares or to pledge or redeem such Reorganization Shares until the Acquired Fund shareholder has surrendered all his or her outstanding certificates for Acquired Fund shares or, in the event of lost certificates, posted adequate bond.

As soon as practicable after the Closing Date, the Acquired Fund shall make all filings and take all other steps as shall be necessary and proper to effect the complete dissolution of the Acquired Fund under applicable law. After the Closing Date, the Acquired Fund shall not conduct any business except in connection with its dissolution, including compliance with the requirements of paragraph 2.4.

Except as otherwise mutually agreed by the parties, any reporting responsibility of the Acquired Fund, including, but not limited to, the responsibility for the filing of regulatory reports, tax returns, or other documents with the SEC, any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund until the Acquired Fund completes its liquidation and dissolves. Thereafter, any such reporting responsibilities shall be the responsibility of the Acquiring Fund’s investment manager on behalf of the Acquired Fund.

The value of the Acquired Fund’s assets to be acquired by the Acquiring Fund hereunder shall be the value of such assets computed as of the Close of Business on the Valuation Date in a manner consistent with procedures established by the Board of Trustees of SSIIT with respect to the Acquiring Fund and as disclosed in the Acquiring Fund Prospectus, after deduction for any expenses of the reorganization contemplated hereby to be paid by the Acquired Fund, and shall be certified by the Acquired Fund.

For the purpose of paragraph 3.1, the net asset value of a Reorganization Share shall be the net asset value per share computed as of the Close of Business on the Valuation Date, using the valuation procedures set forth in the organizational documents of the Acquiring Fund and/or the Acquiring Fund Prospectus for determining net asset value.

Subject to receipt of all necessary approvals, including the vote of a majority of the outstanding voting securities, within the meaning of Section 2(a)(42) of the 1940 Act and Rule 17a-8(a)(3) thereunder, of the Acquired Fund, and subject to paragraph 4.3 below, the Closing shall occur on May 10, 2021, or such other date as the Acquiring Fund and Acquired Fund may agree (the “Closing Date”) and shall be effective as of 9:00 a.m. Eastern Time on the Closing Date. The Closing shall take place remotely via the electronic exchange of the applicable documents and signatures, provided, however, that the parties, by mutual agreement, may elect for the Closing to take place at SSGA FM’s offices, One Iron Street, Boston, Massachusetts 02210 (or such other place as the parties may agree), at such time as the parties may agree.

On the Closing Date, the Acquired Fund’s assets, including all of the Acquired Fund’s cash, shall be delivered by the Acquired Fund to the custodian for the account of the Acquiring Fund. All portfolio securities so delivered to be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the U.S. Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency or certified or official bank checks, payable to the order of “[Custodian], custodian for [Acquiring Fund].”

In the event that on the Valuation Date (a) the NYSE shall be closed for trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the NYSE or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which trading shall have been fully resumed and reporting shall have been restored.

At the Closing, the Acquired Fund or its transfer agent shall deliver to the Acquiring Fund or its designated agent a list of the names and addresses of the Acquired Fund’s shareholders and the number of outstanding shares of the Acquired Fund owned by each Acquired Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the Close of Business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide to the Acquired Fund evidence satisfactory to the Acquired Fund that the Reorganization Shares issuable pursuant to paragraph 2.1 have been credited to the Acquired Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Acquired Fund evidence satisfactory to the Acquired Fund that such Reorganization Shares have been credited pro rata to open accounts in the names of the Acquired Fund’s shareholders as provided in paragraph 2.3.

At the Closing, each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the transfer of assets, assumption of liabilities and liquidation contemplated by paragraph 2. The parties agree that any such documents may be executed electronically.

The Acquired Fund represents and warrants the following to the Acquiring Fund as of the date hereof and agrees to confirm the continuing accuracy and completeness in all material respects of the following on the Closing Date:

The Acquired Fund is legally existing under the laws of its state of organization;

The Acquired Fund is a duly registered investment company classified as a management company of the open-end type and its registration with the SEC as an investment company under the 1940 Act is in full force and effect;

The Acquired Fund is not in violation in any material respect of any provision of its organizational documents or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Acquired Fund is a party or by which the Acquired Fund is bound, and the execution, delivery and performance of this Agreement will not result in any such violation;

The Acquired Fund has no material contracts or other commitments (other than this Agreement and such other contracts as may be entered into in the ordinary course of its business) that if terminated may result in material liability to the Acquired Fund or under which (whether or not terminated) any material payments for periods subsequent to the Closing Date will be due from the Acquired Fund;

To the knowledge of the Acquired Fund, except as has been disclosed in writing to the Acquiring Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquired Fund, any of its properties or assets, or any person whom the Acquired Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and the Acquired Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated hereby;

The statement of assets and liabilities, the statement of operations, the statement of changes in net assets, and the schedule of investments of the Acquired Fund, as of the last day of and for its most recently completed fiscal year, audited by the Acquired Fund’s independent registered public accounting firm, copies of which have been furnished to the Acquiring Fund, fairly reflect the financial condition and results of operations of the Acquired Fund as of such dates and for the periods then ended in accordance with generally accepted accounting principles consistently applied. In addition, the Acquired Fund has no known liabilities of a material amount, contingent or otherwise, other than those shown on the statements of assets and liabilities referred to above or those incurred in the ordinary course of its business since the last day of the Acquired Fund’s most recently completed fiscal year and the last day of any subsequent semiannual period following the most recently completed fiscal year;

Since the last day of the Acquired Fund’s most recently completed semiannual period, there has not been any material adverse change in the Acquired Fund’s financial condition, assets, Obligations or business (other than changes occurring in the ordinary course of business), or any incurrence by the Acquired Fund of indebtedness, except as disclosed in writing to the Acquiring Fund. For the purposes of this subparagraph (g), distributions of net investment income and net realized capital gains, changes in portfolio securities, changes in the market value of portfolio securities or net redemptions shall be deemed to be in the ordinary course of business;

The Acquired Fund has elected to be treated as a “regulated investment company” for federal income tax purposes under Part I of Subchapter M of the Code (a “RIC”) and has qualified and been eligible for treatment as a RIC for each taxable year since its inception ending on or before the Closing Date and will maintain such qualification at all times through the

As of the Closing Date: (i) the Acquired Fund shall have duly and timely filed all federal, state and other tax returns and reports of the Acquired Fund (including, but not limited to, information returns) required by law to have been filed by such date (giving effect to extensions), and all federal, state and other taxes shown to be due on such returns and reports or on any assessment received shall have been paid, or, if not yet due, provisions shall have been made for the payment thereof; (ii) all such returns and reports are accurate and complete as of the time of their filing, and accurately state the amount of tax (if any) owed for the periods covered by the returns, or, in the case of information returns, the amount and character of income or other information required to be reported by the Acquired Fund; (iii) all of the Acquired Fund’s tax liabilities will have been adequately provided for on its books; (iv) the Acquired Fund will have had no known tax deficiency or liability asserted against it or question with respect thereto raised by the Internal Revenue Service or by any state or local tax authority, and the Acquired Fund will not be under audit by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid; and (v) no taxing authority in a jurisdiction where the Acquired Fund does not file a tax return or report has notified the Acquired Fund in writing that the Acquired Fund is or may be subject to taxation in that jurisdiction. There are no levies, liens or encumbrances relating to taxes existing, threatened or pending with respect to the assets of the Acquired Fund;

All issued and outstanding shares of the Acquired Fund have been, and at the Closing Date will have been, sold in compliance with all applicable registration or qualification requirements of federal and state securities laws. No options, warrants or other rights to subscribe for or purchase, or securities convertible into, any shares of the Acquired Fund are outstanding and none will be outstanding on the Closing Date;

The Acquired Fund’s investment operations from inception to the date hereof have been in compliance in all material respects with the investment policies and investment restrictions set forth in the Acquired Fund Prospectus, except as previously disclosed in writing to the Acquiring Fund;

The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquired Fund, and this Agreement constitutes a valid and binding obligation of the Acquired Fund enforceable in accordance with its terms except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;

The Reorganization Shares to be issued to the Acquired Fund pursuant to paragraph 2 will not be acquired for the purpose of making any distribution thereof other than to the Acquired Fund’s shareholders as provided in paragraph 2.3;

No consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), the 1940 Act and state securities or “Blue Sky” laws (which terms used herein shall include the laws of the District of Columbia and of Puerto Rico);

On the Closing Date, the Acquired Fund will have good and marketable title to its assets to be transferred to the Acquiring Fund pursuant to paragraph 2.1 and will have full right, power and authority to sell, assign, transfer and deliver the Investments and any other of its assets and Obligations to be transferred to the Acquiring Fund pursuant to this Agreement. At the Closing Date, subject only to the delivery of the Investments and any such other assets and Obligations and payment therefor as contemplated by this Agreement, the Acquiring Fund will acquire good and marketable title thereto and will acquire the Investments and any such other assets and Obligations subject to no encumbrances, liens or security interests whatsoever and without any restrictions upon the transfer thereof, except as previously disclosed to the Acquiring Fund;

On the Closing Date, the Acquired Fund will have sold such of its assets, if any, as are necessary based on information provided by the Acquiring Fund and contingent on the accuracy of such information to assure that, after giving effect to the acquisition of the assets of the Acquired Fund pursuant to this Agreement, the Acquiring Fund, if classified as a “diversified company” within the meaning of Section 5(b)(1) of the 1940 Act, will remain a “diversified company” and in compliance in all material respects with such other investment restrictions as are set forth in the Acquiring Fund Prospectus, as amended through the Closing Date;

No registration of any of the Investments would be required if they were, as of the time of such transfer, the subject of a public distribution by either of the Acquired Fund or the Acquiring Fund, except as previously disclosed by the Acquired Fund to the Acquiring Fund;

All information provided to the Acquiring Fund by the Acquired Fund for inclusion in, or transmittal with, the registration statement on Form N-14 (the “Registration Statement”), which includes an information statement/prospectus (the “Information Statement/Prospectus”), with respect to this Agreement (1) complies and will comply in all material respects with the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder, and (2) does not and will not contain any untrue statement of a material fact, or omit to state a material fact required to be stated in order to make the statements made therein, in light of the circumstances under which they were made, not misleading;

The Acquired Fund is eligible to rely upon Rule 17a-8 under the 1940 Act and, prior to the effective date of the Registration Statement, the Acquired Fund will have satisfied the conditions of Rule 17a-8 under the 1940 Act applicable to a Merging Company that is not a Surviving Company, except for the conditions contained in Rule 17a-8(a)(3);

At the Closing Date, the Acquired Fund will have satisfied the conditions of Rule 17a-8(a)(3) under the 1940 Act, taking into account that the Reorganization does not satisfy the conditions of Rule 17a-8(a)(3)(i) through (iv);

The Acquired Fund is an “employees’ securities company” within the meaning of Section 2(a)(13) of the 1940 Act and has, at all times since January 1, 2018, operated in compliance with an exemptive order issued by the SEC to the Acquired Fund pursuant to Section 6(c) of the 1940 Act. The Acquired Fund’s participation in the Reorganization will not violate the requirements of any existing SEC exemptive orders applicable to the Acquired Fund;

The Acquired Fund does not own any “converted property” (as that term is defined in Treasury Regulation Section 1.337(d)-7T(a)(2) of the regulations issued by the United States Treasury (“Treasury Regulations”)) that is subject to the rules of Section 1374 of the Code as a consequence of the application of Section 337(d)(1) of the Code and the Treasury Regulations thereunder;

The Acquired Fund is in compliance in all material respects with applicable regulations of the Internal Revenue Service pertaining to the reporting of dividends and other distributions on and redemptions of its shares of beneficial interest, including but not limited to those related to shareholder cost basis reporting pursuant to Sections 1012, 6045, 6045A and 6045B of the Code and related Treasury Regulations, and has withheld in respect of dividends and other distributions and paid to the proper taxing authorities all taxes required to be withheld, and is not liable for any penalties which could be imposed thereunder;

The Acquiring Fund has not been granted any waiver, extension, or comparable consent regarding the application of the statute of limitations with respect to any taxes or tax return that is outstanding, nor has any request for such waiver or consent been made with respect to any such taxes or tax return;

The Acquired Fund has not received written notification from any tax authority that asserts a position contrary to any of the above representations set forth in paragraphs (h), (i), (s), (t) and (u) of this Section; and

The Acquired Fund does not own any property of a character, the indirect transfer of which, pursuant to this Agreement, would give rise to any documentary, sales, stamp, or other transfer tax.

The Acquiring Fund represents and warrants the following to the Acquired Fund as of the date hereof and agrees to confirm the continuing accuracy and completeness in all material respects of the following on the Closing Date:

SSIIT is legally existing under the laws of its state of organization;

SSIIT is a duly registered investment company classified as a management company of the open-end type and its registration with the SEC as an investment company under the 1940 Act is in full force and effect, and the Acquiring Fund, as applicable, is a separate series thereof duly designated in accordance with the applicable provisions of the organizational documents of the Trust and the 1940 Act;

On the Closing Date, the registration statement does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and there are no material contracts to which the Acquiring Fund is a party that are not referred to in the Acquiring Fund Prospectus or in the registration statement of which it is a part;

On the Closing Date, the Acquiring Fund will have good and marketable title to its assets;

The Acquiring Fund is not in violation in any material respect of any provisions of its organizational documents or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Acquiring Fund is a party or by which the Acquiring Fund is bound, and the execution, delivery and performance of this Agreement will not result in any such violation;

To the knowledge of the Acquiring Fund, except as has been disclosed in writing to the Acquired Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquiring Fund, any of its properties or assets, or any person whom the Acquiring Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and the Acquiring Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated hereby;

The Acquiring Fund is, and will be at the time of Closing, a shell series created for the purpose of acquiring all the assets and assuming the Obligations of the Acquired Fund and, prior to the Closing, (i) will not commence operations or carry on any business activities (other than such activities as are customary to the organization of a new series of a registered investment company prior to its commencement of investment operations) (ii) will have no tax attributes (including those specified in Section 381(c) of the Code), (iii) will not have held any property (other than a de minimis amount of assets to facilitate the transaction(s) described in this Agreement) and immediately following the Reorganization, the Acquiring Fund will possess solely assets and liabilities that were possessed by the Acquired Fund immediately prior to the Reorganization; provided, however, that at the time of or before the Reorganization, the Acquiring Fund may hold a de minimis amount of assets to facilitate its organization, and (iv) will not have prepared books of account and related records or financial statements or issued any shares except those issued in a private placement to the initial shareholder of the Acquiring Fund. Immediately following the liquidation of the Acquired Fund as contemplated herein, 100% of the issued and outstanding shares of beneficial interest of the Acquiring Fund will be held by the former holders of Acquired Fund shares;

The Acquiring Fund will elect to be treated and intends to qualify and be eligible for treatment as a “regulated investment company” within the meaning of Sections 851 and 852 of the Code in respect of its taxable year that includes the Closing. As of the Closing Date, no federal, state or other tax returns of the Acquiring Fund will have been required by law to be filed and no federal, state or other taxes will be due by the Acquiring Fund; the Acquiring Fund will not have been required to pay any assessments; and the Acquiring Fund will not have any tax liabilities. Consequently, as of the Closing Date, the Acquiring Fund will not have any tax deficiency or liability asserted against it or question with respect thereto raised, and the Acquiring Fund will not be under audit by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid;

All issued and outstanding shares of the Acquiring Fund have been, and at the Closing Date will have been, issued in compliance with all applicable registration or qualification requirements of federal and state securities laws. No options, warrants or other rights to subscribe for or purchase, or securities convertible into, any shares of common shares of the Acquiring Fund are outstanding and none will be outstanding on the Closing Date;

The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, and this Agreement constitutes a valid and binding obligation of the Acquiring Fund enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;

No consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act and Blue Sky laws;

All information provided to the Acquired Fund by the Acquiring Fund for inclusion in, or transmittal with the Registration Statement or the Information Statement/Prospectus, (1) complies and will comply in all material respects with the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder, and (2) does not and will not contain any untrue statement of a material fact, or omit to state a material fact required to be stated in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and

Prior to the effective date of the Registration Statement, the Acquiring Fund will have satisfied the conditions of Rule 17a-8 under the 1940 Act applicable to a Merging Company that is a Surviving Company, except for the condition contained in Rule 17a-8(a)(5) under the 1940 Act.

The Acquired Fund will conduct its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business for the Acquired Fund will include regular and customary periodic dividends and distributions.

The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of such Acquired Fund include any securities that the Acquiring Fund is not permitted to acquire.

Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party’s obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions.

The Acquiring Fund will obtain the approvals and authorizations required of it by the 1933 Act, the 1940 Act (including, without limitations, those necessary to satisfy the conditions of Rule 17a-8 thereunder) and such of the Blue Sky laws as it may deem appropriate in order to continue its operations after the Closing Date.

The Acquired Fund will (a) obtain the approvals and authorizations required of it by the 1933 Act, the 1940 Act (including, without limitation, those necessary to satisfy the conditions of Rule 17a-8 thereunder) to consummate the Reorganization, (b) cause to be mailed to each shareholder of record of the Acquired Fund the Information Statement/Prospectus and (c) take all other reasonable action necessary to obtain any approvals required to complete the transactions contemplated hereby.

The Acquired Fund agrees that the acquisition of all assets and Obligations of the Acquired Fund by the Acquiring Fund includes any right of action against current and former service providers of the Acquired Fund, such right to survive for the statute of limitation of any such claim. For the avoidance of all doubt, the Acquired Fund hereby assigns to the Acquiring Fund all rights, causes of action, and other claims against third parties relating to the Acquired Fund, whether known or unknown, contingent or non-contingent, inchoate or choate, or otherwise.

The Acquired Fund covenants that, by the Closing Date, all of the Acquired Fund’s federal and other tax returns and reports required by law to be filed on or before the Closing Date, shall have been filed and all federal and other taxes (if any) shown as due on said returns shall have either been paid or, if not yet due, adequate liability reserves shall have been provided for the payment of such taxes, provided, however, if any of the income tax returns (e.g., Form 1120-RIC) required to be filed by the Acquired Fund for its most recent taxable year ended prior to the Closing Date have not been filed by the Closing Date, the Acquired Fund shall prepare and timely file with the relevant taxing authorities all such returns and the Acquired Fund shall make available to the Acquiring Fund drafts of such returns at least one week prior to filing such returns.

As promptly as practicable, but in any case within sixty (60) calendar days after the Closing Date, the Acquired Fund shall furnish the Acquiring Fund a statement of earnings and profits of the Acquired Fund for U.S. federal income tax purposes that will be carried over by the Acquired Fund pursuant to Section 381 of the Code.

It is the intention of the parties to the Reorganization that such Reorganization will qualify as a “reorganization” described in Section 368(a)(1)(F) of the Code. Neither the Acquired Fund nor the Acquiring Fund shall take any action or cause any action to be taken (including, without limitation the filing of any tax return) that is inconsistent with such treatment or results in the failure of the Reorganization to qualify as a “reorganization” described in Section 368(a)(1)(F) of the Code.

The Acquiring Fund and Acquired Fund will provide each other and their respective representatives with such cooperation, assistance and information as either of them reasonably may request of the other in: filing any tax returns, amended return or claim for refund; determining a liability for taxes or a right to a refund of taxes; requesting a closing agreement or similar relief from a taxing authority; participating in or conducting any audit or other proceeding in respect of taxes; in determining the financial reporting of any tax position; or declaring and paying any dividend or dividends, including pursuant to Section 855 of the Code, for purposes of making distributions of the Acquired Fund’s or Acquiring Fund’s, as applicable, (x) investment company taxable income (if any), net tax-exempt income (if any), and net capital gains (if any) in respect of a taxable year of the Acquired Fund or Acquiring Fund ending on or before or that includes the Closing Date of an amount or amounts sufficient for the Acquired Fund or the Acquiring Fund, as applicable, to qualify for treatment as a regulated investment company under Subchapter M of the Code and to otherwise avoid the incurrence of any fund-level federal income taxes for any such taxable year and (y) ordinary income and capital gain net income in an amount or amounts sufficient to avoid the incurrence of any fund-level federal excise taxes under Section 4982 of the Code for any calendar year ending on or before December 31, 2021. Each party or its agents will retain for a period of six (6) years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters and financial reporting of tax positions of the Acquired Fund and Acquiring Fund for its taxable period first ending after the Closing Date and for prior taxable periods for which the party is required to retain records as of the Closing Date.

The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in its name by its President or a Vice President and its Treasurer or an Assistant Treasurer, in form and substance satisfactory to the Acquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that the Acquiring Fund has complied with all the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing Date.

The Acquired Fund shall have received a favorable opinion of counsel to the Acquiring Fund, dated the Closing Date and in a form satisfactory to the Acquired Fund, to the following effect:

SSIIT is legally existing under the laws of its state of organization and has power to own all of its properties and assets and to carry on its business as presently conducted, and, as applicable, the Acquiring Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the organizational documents of SSIIT;

This Agreement has been duly authorized, executed and delivered on behalf of the Acquiring Fund and, assuming the due authorization, execution and delivery of this Agreement by the Acquired Fund, is the valid and binding obligation of the Acquiring Fund enforceable against the Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;

The execution and delivery of this Agreement did not, and the performance by the Acquiring Fund of its obligations hereunder will not, violate the Acquiring Fund’s organizational documents; and

No consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act or Blue Sky laws.

The Acquired Fund shall have delivered to the Acquiring Fund a certificate executed in its name by its President or a Vice President and its Treasurer or an Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund and

The Acquiring Fund shall have received a favorable opinion of counsel to the Acquired Fund dated the Closing Date and in a form satisfactory to the Acquiring Fund, to the following effect:

Acquired Fund is legally existing under the laws of its state of organization and has power to own all of its properties and assets and to carry on its business as presently conducted and its securities are duly authorized;

This Agreement has been duly authorized, executed and delivered on behalf of the Acquired Fund and, assuming the due authorization, execution and delivery of this Agreement by the Acquiring Fund, is the valid and binding obligation of the Acquired Fund enforceable against the Acquired Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;

The Acquired Fund has obtained all approvals of shareholders necessary to effect the Reorganization in accordance with applicable law.

The Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Acquired Fund will have duly transferred such assets to the Acquiring Fund;

The execution and delivery of this Agreement did not, and the performance by the Acquired Fund of its obligations hereunder will not, violate the Acquired Fund’s organizational documents; and

No consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act or Blue Sky laws.

The Acquired Fund shall have furnished to the Acquiring Fund a certificate signed by an officer of the Acquired Fund as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement, and shall have delivered a copy of the tax books and records of the Acquired Fund, including but not limited to information necessary for purposes of preparing any tax returns, reports and information returns required by law to be filed by the Acquiring Fund after the Closing Date.

On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated hereby.

All consents of other parties, including approval by the shareholders of the Acquired Fund, and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the SEC and of state Blue Sky and securities authorities) deemed necessary by the Acquired Fund, or the Acquiring Fund to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except when failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquired Fund, or the Acquiring Fund.

The Acquired Fund and the Acquiring Fund shall have received a favorable opinion of Ropes & Gray LLP in a form reasonably satisfactory to each of them (which opinion will be subject to certain qualifications), substantially to the effect that, on the basis of existing provisions of the Code, U.S. Treasury regulations promulgated thereunder, current administrative rules and court decisions, as further described below, generally for U.S. federal income tax purposes:

The acquisition by Acquiring Fund of all the assets of Acquired Fund in exchange for Reorganization Shares and the assumption of all Obligations by the Acquiring Fund, followed by the distribution by Acquired Fund to its shareholders of all the Reorganization Shares it received in complete liquidation and termination of Acquired Fund, all pursuant to this Agreement will constitute a “reorganization” within the meaning of Section 368(a)(1) of the Code, and the Acquired Fund and the Acquiring Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code;

Under Sections 361 and 357 of the Code, the Acquired Fund will not recognize gain or loss upon (i) the transfer of all its assets to the Acquiring Fund in exchange solely for Reorganization Shares and the assumption by the Acquiring Fund of all the liabilities of the Acquired Fund, or (ii) the distribution of the Reorganization Shares by the Acquired Fund to its shareholders in liquidation;

Under Section 1032 of the Code, the Acquiring Fund will not recognize gain or loss upon the receipt of the assets of the Acquired Fund in exchange solely for Reorganization Shares and the assumption by the Acquiring Fund of all liabilities and obligations of the Acquired Fund;

Under Section 362(b) of the Code, the Acquiring Fund’s tax basis in the assets of the Acquired Fund transferred to the Acquiring Fund will be the same as the Acquired Fund’s tax basis in such assets immediately prior to the transfer;

Under Section 1223(2) of the Code, the Acquiring Fund’s holding periods for the assets it receives from the Acquired Fund will include the periods during which such assets were held or treated for federal income tax purposes as being held by the Acquired Fund;

Under Section 354 of the Code, the Acquired Fund’s shareholders will not recognize gain or loss upon the exchange of all of their shares of the Acquired Fund for the Reorganization Shares;

Under Section 358 of the Code, the aggregate tax basis of Reorganization Shares that an Acquired Fund shareholder receives will be the same as the aggregate tax basis of the Acquired Fund shares exchanged therefor;

Under Section 1223(1) of the Code, an Acquired Fund shareholder’s holding period for the Reorganization Shares (including fractional shares to which the shareholder may be entitled) received pursuant to this Agreement will include the shareholder’s holding period for the Acquired Fund shares exchanged therefor, provided the shareholder held such Acquired Fund shares as capital assets on the date of the exchange; and

The Acquiring Fund will succeed to and take into account the items of the Acquired Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Treasury regulations thereunder.

At any time prior to the Closing, any of the foregoing conditions of this Agreement may be waived jointly by the board of trustees/directors of each of the Acquired Fund and the Acquiring Fund, if, in their judgment, such waiver will not have a material adverse effect on the interests of the shareholders of the Acquired Fund or the Acquiring Fund.

Each of the Acquired Fund and Acquiring Fund represents and warrants to the other that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein.

The Acquiring Fund will bear (i) any brokerage costs incurred in connection with effecting the Reorganization, (ii) any transfer or stamp duties imposed in connection with the transfer of portfolio securities to the Acquiring Fund, (iii) registration fees incurred in connection with registration of the Reorganization Shares (iv) record retention fees with regard to the Acquired Fund and (v) legal fees of counsel to the Acquired Fund in connection with the Reorganization. Other expenses related to carrying out the Reorganization, including the costs associated with the preparation and delivery of the Information Statement/Prospectus, will be allocated between SSGA FM and GE in accordance with terms agreed upon between SSGA FM and GE.

Each of the Acquired Fund and Acquiring Fund agrees that neither party has made any representation, warranty or covenant not set forth herein and that this Agreement constitutes the entire agreement between the parties.

The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall not survive the consummation of the transactions contemplated hereunder except paragraphs 2.1, 2.2, 2.3, 2.5, 10, 11, 14 and 15.

This Agreement may be terminated by the mutual agreement of the Acquired Fund and Acquiring Fund. In addition, either the Acquired Fund or the Acquiring Fund may at its option terminate this Agreement at or prior to the Closing Date because:

of a material breach by the other of any representation, warranty, covenant or agreement contained herein to be performed by the other party at or prior to the Closing Date;

a condition herein expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that it will not or cannot be met; or

any governmental authority of competent jurisdiction shall have issued any judgment, injunction, order, ruling or decree or taken any other action restraining, enjoining or otherwise prohibiting this Agreement or the consummation of any of the transactions contemplated herein and such judgment, injunction, order, ruling, decree or other action becomes final

If for any reason any transaction contemplated by this Agreement is not consummated, no party shall be liable to any other party for any damages resulting therefrom, including without limitation consequential damages.

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

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.