STATE STREET BANK AND TRUST COMPANY INVESTMENT FUNDS FOR TAX EXEMPT RETIREMENT PLANS FIFTH AMENDED AND RESTATED DECLARATION OF TRUST

LIBC/3992798.14

ARTICLE 1 - DEFINITIONS.......................................................................................................1 1.01 “Affiliate” ................................................................................................................1 1.02 “Amended Declaration of Trust” .............................................................................1 1.03 “Business Day” ........................................................................................................1 1.04 “Class” .....................................................................................................................1 1.05 “Class Description”..................................................................................................2 1.06 “Code”......................................................................................................................2 1.07 “Declaration of Trust”..............................................................................................2 1.08 “Dedicated Account” ...............................................................................................2 1.09 “Dedicated Assets” ..................................................................................................2 1.10 “Duties”....................................................................................................................2 1.11 “ERISA” ..................................................................................................................2 1.12 “Fund”......................................................................................................................2 1.13 “Fund Declaration” ..................................................................................................2 1.14 “Fund General Assets”.............................................................................................2 1.15 “General Assets”......................................................................................................2 1.16 “Investing Fiduciary”...............................................................................................2 1.17 “Investment Company Act”.....................................................................................2 1.18 “Liquidating Account”.............................................................................................2 1.19 “Net asset value”......................................................................................................2 1.20 “Participant”.............................................................................................................3 1.21 “Plan Sponsor”.........................................................................................................3 1.22 “Qualified Investor”.................................................................................................3 1.23 “Qualified Investor Signatory” ................................................................................3 1.24 “Securities Act” .......................................................................................................3 1.25 “SSBT” ....................................................................................................................3 1.26 “STIF”......................................................................................................................3 1.27 “Strategy Disclosure Document”.............................................................................3 1.28 “Transaction Charges” .............................................................................................3 1.29 “Trustee” ..................................................................................................................4 1.30 “Unit”.......................................................................................................................4 1.31 “Valuation Date”......................................................................................................4 ARTICLE 2 - ESTABLISHMENT OF FUNDS AND CLASSES OF UNITS .........................4 2.01 Establishment of Funds............................................................................................4 2.02 Establishment of Classes..........................................................................................4 2.03 Rights and Preferences, etc ......................................................................................4 2.04 Change in the Units..................................................................................................6 2.05 No Certificates .........................................................................................................6 ARTICLE 3 - PARTICIPATION.................................................................................................6 3.01 Conditions of Participation; Acceptance of Assets; Funds as “Group Trusts”......................................................................................................................6 3.02 Other Conditions of Participation ............................................................................8 3.03 Withdrawals from Participation; Suspension of Withdrawal Rights.......................9 3.04 Adjustments ...........................................................................................................11 i LIBC/3992798.14

3.05

Transaction Charges in respect of Acquisition of Units and Withdrawals............12

ARTICLE 4 - INVESTMENTS AND ADMINISTRATION...................................................12 4.01 Management and Administrative Powers ..............................................................12 4.02 Cash Balances ........................................................................................................18 4.03 Loans......................................................................................................................18 4.04 Ownership of Assets ..............................................................................................18 4.05 Dealings with the Funds.........................................................................................18 4.06 Management Authority and Delegation.................................................................19 ARTICLE 5 - VALUATION, ACCOUNTING, RECORDS, AND REPORTS.....................19 5.01 Valuation of Units..................................................................................................19 5.02 Suspension of Valuations.......................................................................................20 5.03 Accounting Rules and Fiscal Year.........................................................................20 5.04 Expenses and Taxes ...............................................................................................20 5.05 Records, Accounts and Audits...............................................................................21 5.06 Financial Reports ...................................................................................................21 5.07 Judicial Accounting ...............................................................................................21 ARTICLE 6 - CONCERNING THE TRUSTEE ......................................................................21 6.01 Merger, Consolidation of and Successor to Trustee ..............................................22 6.02 Discretion of Trustee..............................................................................................22 6.03 Limitation on Liability and Indemnification..........................................................22 6.04 Trustee Compensation ...........................................................................................23 6.05 Trustee’s Authority ................................................................................................23 6.06 Reliance on Experts and Others.............................................................................23 6.07 Reliance on Communications ................................................................................24 6.08 Action by Trustee...................................................................................................24 ARTICLE 7 - AMENDMENT, MERGER AND TERMINATION........................................24 7.01 Amendment............................................................................................................24 7.02 Merger and Termination ........................................................................................25 7.03 Notices ...................................................................................................................25 ARTICLE 8 - LIQUIDATING ACCOUNTS AND DEDICATED ACCOUNTS..................26 8.01 Establishment.........................................................................................................26 8.02 Additional Powers and Duties of Trustee ..............................................................27 8.03 Limitation on Contributions to Liquidating Account ............................................27 8.04 Distributions...........................................................................................................27 8.05 Effect of Establishing Liquidating Accounts and Dedicated Accounts.................28 8.06 Fees and Expenses .................................................................................................28 ARTICLE 9 - GENERAL PROVISIONS .................................................................................28 9.01 No Diversion; Assignment Prohibited ...................................................................28 9.02 Governing Law ......................................................................................................29 9.03 ERISA ....................................................................................................................29 9.04 Inspection...............................................................................................................29 ii LIBC/3992798.14

9.05 9.06 9.07

Titles ......................................................................................................................30 Invalid Provisions ..................................................................................................30 Status of Instrument ...............................................................................................30

APPENDIX A .................................................................................................................................1 A.1 Establishment of STIFs............................................................................... 1 A.2 Investment of STIF Assets.......................................................................... 1 A.3 Valuation of STIF Assets............................................................................ 1 A.4 Valuation of STIF Units.............................................................................. 2 A.5 Deposits in and Withdrawals from a STIF ................................................. 2 A.6 Special Circumstances ................................................................................ 2 A.7 Termination of STIF ................................................................................... 3 A.8 Liquidating Accounts and Dedicated Accounts.......................................... 3

iii LIBC/3992798.14

STATE STREET BANK AND TRUST COMPANY INVESTMENT FUNDS FOR TAX EXEMPT RETIREMENT PLANS FIFTH AMENDED AND RESTATED DECLARATION OF TRUST This FIFTH AMENDED AND RESTATED DECLARATION OF TRUST (the “Declaration of Trust”) made at Boston, Massachusetts this 30th day of September, 2011. WITNESSETH, that

WHEREAS, the State Street Bank and Trust Company Investment Funds For Tax Exempt Retirement Plans (the “Trust”) was organized by State Street Bank and Trust Company (“SSBT”), a Massachusetts trust company with its principal offices in Boston, Massachusetts, pursuant to a Declaration of Trust dated February 21, 1991, and which Declaration of Trust was amended in its entirety pursuant to the First Amendment to Declaration of Trust dated July 19, 1991, the Second Amended and Restated Declaration of Trust dated March 13, 1997, the Third Amended and Restated Declaration of Trust dated December 22, 2003, and the Fourth Amended and Restated Declaration of Trust dated August 15, 2005 (the “Amended Declaration of Trust”); WHEREAS, SSBT now wishes by this instrument to amend and restate the Amended Declaration of Trust in its entirety as of this date; and NOW, THEREFORE, SSBT hereby declares that all existing Funds previously established by SSBT under the Amended Declaration of Trust and all Funds established after the date hereof shall be subject to, and governed by, this Declaration of Trust, and SSBT will hold in trust as Trustee all cash, securities, and other assets which it may from time to time hold or acquire in any manner in accordance with the following terms and conditions: ARTICLE 1- DEFINITIONS 1.01 “Affiliate” means any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, investment fund or trust, or similar organization or entity controlling, controlled by, or under common control with SSBT. Affiliate shall also mean any registered or unregistered investment company, common trust fund, collective investment fund, and any other fund or trust managed or sponsored by SSBT or any of its Affiliates. 1.02

“Amended Declaration of Trust” has the meaning specified in the recitals hereto.

1.03 “Business Day” means any day when both the New York Stock Exchange and SSBT are open for business. 1.04 “Class” shall mean any of the classes of Units established by the Trustee pursuant to Section 2.02.

LIBC/3992798.14

1.05

“Class Description” has the meaning specified in Section 2.02.

1.06 “Code” means the Internal Revenue Code of 1986 and the applicable rules and regulations thereunder, as amended from time to time. Any reference to a provision of the Code in this Declaration of Trust also shall be deemed to refer to any successor provision. 1.07 “Declaration of Trust” means this Fifth Amended and Restated Declaration of Trust of the State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans. 1.08 “Dedicated Account” means a segregated account established and maintained in accordance with Article 8. 1.09

“Dedicated Assets” has the meaning specified in Section 8.01(b).

1.10

“Duties” has the meaning specified in Section 4.01(b).

1.11 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the applicable rules and regulations thereunder, as amended from time to time. 1.12 “Fund” shall mean any of the funds established by the Trustee pursuant to Section 2.01. 1.13

“Fund Declaration” has the meaning specified in Section 2.01.

1.14

“Fund General Assets” has the meaning specified in Section 2.03 (i).

1.15

“General Assets” has the meaning specified in Section 2.03 (i).

1.16 “Investing Fiduciary” means the person or persons, natural or legal, including a committee, who exercise discretion with respect to the decision to invest assets of a Qualified Investor in a Fund; provided, however, that, if the person who exercises such investment discretion is a participant or beneficiary entitled to benefits under the Qualified Investor and is acting in his capacity as such, then Investing Fiduciary shall mean the plan fiduciary who has authorized the use of the Funds as an investment option for participants and beneficiaries of the relevant Qualified Investor. 1.17 “Investment Company Act” means the Investment Company Act of 1940 and the applicable rules and regulations thereunder, as amended from time to time. 1.18 “Liquidating Account” means a segregated account established and maintained in accordance with Article 8 primarily in order to facilitate the liquidation, pricing, and close-out of the assets contained therein for the benefit of the Participants participating therein. 1.19 “Net asset value” of Units of a Fund without Classes shall mean: (i) the value of all the securities and other assets of such Fund; (ii) less total liabilities of such Fund; (iii) divided by the number of Units of such Fund outstanding, in each case at the time of each determination. In the case of a Class of Units within a Fund, “net asset value” shall mean (i) the value of all of 2 LIBC/3992798.14

the securities and other assets of such Fund allocated to such Class; (ii) less the total liabilities of such Fund allocated to such Class; (iii) divided by the number of Units of such Class outstanding, in each case at the time of each determination. 1.20 “Participant” means a Qualified Investor which, with the consent of the Trustee, has made a deposit in a Fund and has a beneficial interest in a Fund. 1.21 “Plan Sponsor” means the employer establishing or maintaining the Qualified Investor, if the Qualified Investor is a single employer plan (as defined in Section 3(41) of ERISA) and, in the case of any other Qualified Investor, the board of trustees or other similar group of representatives of the parties who establish or maintain the Qualified Investor. 1.22

“Qualified Investor” has the meaning specified Section 3.01.

1.23 “Qualified Investor Signatory” means the person or persons, natural or legal, including a committee, who executes the agreement pursuant to which SSBT is appointed as trustee, co-trustee, investment manager, or agent for the trustee or trustees with respect to a Qualified Investor. 1.24 “Securities Act” means the Securities Act of 1933 and the applicable rules and regulations thereunder, as amended from time to time. 1.25

“SSBT” has the meaning specified in the recitals hereto.

1.26

“STIF” has the meaning specified in Section 2.01.

1.27

“Strategy Disclosure Document” has the meaning specified in Section 2.01.

1.28 “Transaction Charges” means brokerage and related transaction fees and expenses incurred or estimated by the Trustee to be incurred (including, but not limited to, broker, dealer, and underwriting fees, commissions, and spreads, stamp taxes, duties, settlement, stock listing, registration, and similar fees and charges, and all transaction-related expenses) and the market effect arising out of, or in connection with, the purchase, sale, transfer, or re-registration of securities or other assets of a Fund relating to or arising out of the contribution of cash, securities, or other assets to a Fund by a Participant or the withdrawal of Units by a Participant in a Fund, all as determined in the sole discretion of the Trustee. For purposes of clarity and without limiting the foregoing, Transaction Charges may also include actual or estimated intraday market gain or loss attributable in the sole determination of the Trustee to the purchase or sale of securities or other assets by a Fund in connection with any such contribution or withdrawal, and may be aggregated across contributing or withdrawing Participants, as the case may be, on a weighted average basis for any given trading period or trading periods or on such other basis as may be determined by the Trustee in its sole discretion. The Trustee may also in its sole discretion from time to time or in particular circumstances calculate Transaction Charges for a Fund based upon the utilization of a formula based upon a pre-determined or other specified percentage or amount of the cash and/or securities or other assets that are contributed to a Fund by a Participant in a Fund or withdrawn by a Participant in such Fund. Transaction Charges may be described in a Fund Declaration, Strategy Disclosure Document or in any other communication to Participants as the Trustee may determine from time to time. 3 LIBC/3992798.14

1.29 “Trustee” means SSBT, as trustee of a Fund, or any successor trustee in accordance with Section 6.01. 1.30 “Unit” means a unit of the beneficial interest of a Fund or a Class of a Fund, as the case may be. 1.31 “Valuation Date” of a Fund means a day on or as of which the Trustee determines the value of the Units of such Fund. ARTICLE 2- ESTABLISHMENT OF FUNDS AND CLASSES OF UNITS 2.01 Establishment of Funds. The Trustee shall have the authority to establish any one or more Funds from time to time without consent or vote by Participants. The Trustee shall establish a Fund by executing a declaration (the “Fund Declaration”) which shall incorporate the terms of this Declaration of Trust by reference and shall set out the name of such Fund and such other terms, conditions, rights, and preferences and special or relative rights and privileges (including conversion rights, if any) of such Fund as the Trustee shall in its discretion determine. A Fund Declaration may, but need not, set out the investment policies relating to the Fund in question. Each Fund shall constitute a separate trust and the Trustee shall separately hold, manage, administer, value, invest, reinvest, account for, and otherwise deal with each such Fund. Notwithstanding anything to the contrary herein, as to Short-Term Investment Funds (“STIFs”) referred to in Appendix A, STIFs shall be subject to the provisions of Appendix A and, to the extent not inconsistent with Appendix A, the generally applicable rules of this Declaration of Trust. (a) The Trustee may from time to time provide to each of the Participants of a Fund a written statement, as such may be amended, modified, or supplemented from time to time (the “Strategy Disclosure Document”), setting out information as to the investment policies and other terms or conditions of or relating to such Fund, together with any instrument or document incorporating all or any part of such Strategy Disclosure Document into the Fund Declaration relating to such Fund, whereupon all or such part of such Strategy Disclosure Document, as the case may be, shall in the sole discretion of the Trustee be deemed, from the date designated by the Trustee, to have become part of such Fund Declaration; the Trustee may, at any time by notice to the Participants of such Fund, terminate such incorporation by reference or revise, amend, or supplement all or any part of the provisions previously so incorporated by reference into such Fund Declaration. 2.02 Establishment of Classes. The establishment and designation of any Class of Units shall be effective upon the adoption by the Trustee of a written Class description (a “Class Description”), setting forth such establishment and designation and the relative rights and preferences of such Class. 2.03 Rights and Preferences, etc. Units of each Fund or Class established pursuant to this Section 2, unless otherwise provided in the Fund Declaration establishing such Fund or Class Description establishing such Class, shall have the following relative rights and preferences: 4 LIBC/3992798.14

(i) Assets Belonging to Fund. All consideration received by the Trust for the issue or sale of Units of a particular Fund, together with all securities and other assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof from whatever source derived, including, without limitation, any proceeds derived from the sale, exchange, or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to that Fund for all purposes, subject only to the rights of creditors with claims against the particular Fund, and shall be so recorded upon the books of account of the Fund. Such considerations, securities and other assets, income, earnings, profits, and proceeds thereof, from whatever source derived, including, without limitation, any proceeds derived from the sale, exchange, or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be, are herein referred to as “assets belonging to” that Fund. In the event that there are any securities and other assets, income, earnings, profits, and proceeds thereof, funds, or payments which are not readily identifiable as belonging to any particular Fund (collectively “General Assets”), the Trustee shall allocate such General Assets to, between, or among any one or more of the Funds in such manner and on such basis as it, in its sole discretion, may deem fair and equitable, and any General Asset so allocated to a particular Fund shall belong to that Fund; and, in the event that there are any assets, income, earnings, profits, and proceeds thereof, funds, or payments belonging to any Fund which are not readily identifiable as belonging to any particular Class (collectively “Fund General Assets”), the Trustee shall allocate such Fund General Assets to, between, or among any one or more of the Classes of such Fund in such manner and on such basis as it, in its sole discretion, may deem fair and equitable, and any Fund General Asset so allocated to a particular Class shall belong to that Class. Each such allocation by the Trustee shall be conclusive and binding upon the Participants of all Funds and Classes for all purposes. (ii) Liabilities Belonging to Fund. The securities and other assets belonging to each particular Fund shall be charged with the liabilities of the Trust in respect of that Fund and all expenses, costs, charges, and reserves attributable to that Fund and any general liabilities of the Trust, or of any Fund, which are not readily identifiable as belonging to any particular Fund, or any particular Class of any Fund, shall be allocated and charged by the Trustee to and among any one or more of the Funds, or to and among any one or more of the Classes of a Fund, as the case may be, in such manner and on such basis as the Trustee in its sole discretion may deem fair and equitable. The liabilities, expenses, costs, charges, and reserves so charged to a Fund or Class are herein referred to as “liabilities belonging to” that Fund or Class. Each allocation of liabilities, expenses, costs, charges, and reserves by the Trustee shall be conclusive and binding upon the Unit holders of all Funds and Classes for all purposes. Under no circumstances shall the assets allocated or belonging to any particular Fund be charged with liabilities belonging to any other Fund. All persons who have extended credit which has been allocated to a particular Fund, or who have a claim or contract which has been allocated to any particular Fund, shall look only to the assets of that particular Fund for payment of such credit, claim, or contract. (iii) Dividends, Distributions, and Withdrawals. No dividend or distribution (including, without limitation, any distribution paid upon termination of any Fund) with respect to, nor any payment upon withdrawal of, the Units of any Fund shall be effected by the Fund other than from the securities and other assets belonging to such Fund, nor shall any Participant of any particular Fund otherwise have any right or claim against the assets belonging to any other 5 LIBC/3992798.14

Fund except to the extent that such Participant has such a right or claim hereunder as a Participant of such other Fund. The Trustee shall have full discretion to determine which items shall be treated as income and which items as capital; and each such determination and allocation shall be conclusive and binding upon the Participants. (iv) Fractions. Any fractional Unit of a Fund or Class of any Fund shall carry proportionately all the rights and obligations of a whole share of that Fund or Class, as the case may be, including rights with respect to receipt of dividends and distributions, withdrawals of Units, and termination of the Fund. (v) Combination of Fund. The Trustee shall have the authority, without the approval of the Participants of any Fund or Class of any Fund unless otherwise required by applicable law, to combine the assets and liabilities belonging to any two or more Funds or Classes into assets and liabilities belonging to a single Fund or Class. 2.04 Change in the Units. The Trustee may from time to time divide or combine the Units of any Fund or Class into a greater or lesser number without thereby changing the proportionate beneficial interest in the Fund or Class. 2.05 No Certificates. No certificates shall be issued to evidence the interest of any Participant in any Fund. The record books of the Fund as kept by the Trustee or any transfer or similar agent, as the case may be, shall be conclusive as to who are the Participants of each Fund and Class and as to the number of Units of each Fund and Class held from time to time by each Participant. In addition, the Trustee shall maintain, and shall keep a record of, separate accounts as evidenced by the Units held by each Participant in the Fund to reflect the interest of each Participant in the Fund, including separate accounting for contributions to the Fund by each Participant, disbursements and withdrawals made from each Participant’s account in the Fund and the investment experience of the Fund allocable to each Participant. For the avoidance of doubt, the maintenance of Units on the books and records of the Fund reflecting each Participant’s interest in the Fund shall be sufficient to satisfy the foregoing requirement. ARTICLE 3- PARTICIPATION 3.01

Conditions of Participation; Acceptance of Assets; Funds as “Group Trusts”.

The Trustee shall accept investments in the Trust from such persons and on such terms and for such consideration, which may consist of cash or securities or other assets or a combination thereof, as it may from time to time in its sole discretion determine. An investor may participate in a Fund only if (1) SSBT is acting as trustee, co-trustee, investment manager, or agent of the investor, (2) SSBT, in its sole discretion, has accepted it as a Participant, and (3) one of the following conditions is met: (a) The investor is a trust created under an employees’ pension or profit sharing plan) (1) which is qualified within the meaning of Code Section 401(a) and is therefore exempt from tax under Code Section 501(a); and (2) which is administered under one or more documents which specifically authorize part or all of the assets of the trust to be commingled for investment purposes with the assets of other such trusts in a 6 LIBC/3992798.14

collective investment trust, which specifically or in substance and effect, adopt each such collective investment trust as a part of the plan and which expressly and irrevocably provide that it is impossible for any part of the corpus or income of such trust to be used for, or diverted to, purposes other than for the exclusive benefit of its participants and their beneficiaries consistent with the requirement of Treasury Regulation §1.401(a)-2 (as the same may be modified by amendment or statute). If such trust covers self-employed individuals within the meaning of Section 401(c)(1) of the Code (a “Keogh Plan”) and interests in the Fund are not registered under the Securities Act, then each such Keogh Plan will be permitted to invest in the Fund only to the extent permitted by the Securities Act and rules and regulations promulgated thereunder; (b) To the extent permitted by applicable Internal Revenue Service rulings, the investor is a trust created under an employees’ pension or profit sharing plan (1) which is a Puerto Rican plan described in Section 1022(i)(1) of ERISA; and (2) which is administered under one or more documents which specifically authorize part or all of the assets of the trust to be commingled for investment purposes with the assets of other such trusts in a collective investment trust, which specifically or in substance and effect, adopt each such collective investment trust as a part of the plan and which expressly and irrevocably provide that it is impossible for any part of the corpus or income of such trust to be used for, or diverted to, purposes other than for the exclusive benefit of its participants and their beneficiaries; (c) The investor is a plan (1) which is described in Code Section 401(a)(24) or 457(b) and is not subject to Federal income taxation, (2) which, if interests in the Fund are not registered under the Securities Act and the Fund is not registered under the Investment Company Act, satisfies the requirements of Section 3(a)(2) or any other available exemption of the Securities Act and any applicable requirements of the Investment Company Act and rules and regulations promulgated thereunder, and (3) which is administered under one or more documents which specifically authorize part or all of the assets of the plan to be commingled for investment purposes with the assets of other such plans in a collective investment trust, which specifically or in substance and effect, adopt each such collective investment trust as a part of the plan and which expressly and irrevocably provide that it is impossible for any part of the corpus or income of such trust to be used for, or diverted to, purposes other than for the exclusive benefit of its participants and their beneficiaries, consistent (in the case of a plan described in Code Section 457(b)) with the requirements of Treasury Regulation §1.4578(a)(2) (as the same may be modified by amendment or statute); (d) To the extent permitted by applicable Internal Revenue Service rulings, the investor is a segregated asset account maintained by a life insurance company (1) consisting exclusively of assets of investors described in subsections (a) and/or (c) of this Section 3.01, and (2) which is administered under one or more documents which authorize part or all of the assets of the account to be commingled for investment purposes with the assets of other such accounts in a collective investment trust and which expressly and irrevocably provides that it is impossible for any part of the corpus or income of such account to be used for, or diverted to, purposes other than the exclusive benefit of its participants and their beneficiaries and whose constituent trusts adopt, 7 LIBC/3992798.14

specifically or in substance and effect, each such collective investment trust as a part of their respective plans; (e) The investor is a trust (1) for the collective investment of assets of any investor otherwise described in this Section 3.01 (including without limitation a Fund created under this Declaration of Trust), which trust qualifies as a “group trust” under Internal Revenue Service Revenue Ruling 2011-1, as amended, or any successor ruling, and (2) which is administered under one or more documents which authorize part or all of the assets of the trust to be commingled for investment purposes with the assets of other such trusts in a collective investment trust, which specifically or in substance and effect, adopt each such collective investment trust as a part of the trust and which expressly and irrevocably provide that it is impossible for any part of the corpus or income of such trust to be used for, or diverted to, purposes other than the exclusive benefit of its participants and their beneficiaries consistent with the requirement of Treasury Regulation §1.401(a)2 (as the same may be modified by amendment or statute). (f) The Trustee shall accept assets in a Fund under this Declaration of Trust only from investors meeting the conditions set forth in this Section 3.01 (each, a “Qualified Investor”). All assets so accepted together with the income therefrom shall be held, managed and administered pursuant to this Declaration of Trust. At no time prior to the satisfaction of all liabilities with respect to the employees and their beneficiaries entitled to benefits from a Participant shall any part of the principal or income allocable hereunder to such Participant be used or diverted for or to purposes other than for the exclusive benefit of such employees or their beneficiaries. Investments in a Fund shall be accepted only as of a Valuation Date and on the basis of the Unit value of such Fund (or of the Class in question, as the case may be) as of the Valuation Date, as provided in Section 5.01; provided that the Trustee in its sole discretion may, to the extent permitted by applicable law, including any applicable rules and requirements of ERISA, assess Transaction Charges to a Participant making contributions and may allocate such Transaction Charges in any manner that the Trustee deems reasonable, including, without limitation, by aggregating across contributing Participants on a weighted average basis as determined by the Trustee for a given trading period. No Participant may cancel or countermand an investment in a Fund unless in accordance with the Fund Operating Guidelines for SSgA U.S. Bank Maintained Commingled Funds or otherwise approved by the Trustee. Securities and other assets other than cash accepted by the Trustee shall be valued as determined by the Trustee, on the Valuation Date in accordance with the provisions of Article V hereof. It is intended that the Funds be exempt from taxation and qualify as “group trusts” under Internal Revenue Service Revenue Ruling 2011-1, as amended, or any successor ruling, and other applicable Internal Revenue Service rules and regulations. In furtherance of this intent, each investor which seeks to invest in a Fund shall represent and warrant that such investor is a Qualified Investor. 3.02 Other Conditions of Participation. The Trustee may in its discretion establish from time to time conditions for eligibility to participate in a Fund or in any particular Class of a

8 LIBC/3992798.14

Fund. Participants shall have no preemptive or other right to acquire any additional Units or other securities issued by any of the Funds. 3.03

Withdrawals from Participation; Suspension of Withdrawal Rights.

(a) Except as otherwise provided in Section 3.03(b), any Participant may, as of any Valuation Date, withdraw any number of Units from a Fund pursuant to notice received by the Trustee at least 15 days, or such lesser period as may be determined by the Trustee in its discretion, prior to such Valuation Date (which notice period may be waived by the Trustee in its discretion). No withdrawal by a Participant may be canceled or countermanded on or after the Valuation Date to which it relates. Within a reasonable time following the Valuation Date, the Trustee shall, subject to Section 3.05, distribute from such Fund to the Participant making such withdrawal a sum arrived at by multiplying the number of Units withdrawn by the net asset value of each Unit as of the close of business on the Valuation Date on which such withdrawal is effected. Such sum shall be distributed in cash, in kind, or in a combination of cash and in kind, or in any other manner as the Trustee in its sole discretion shall determine. For the purpose of this Declaration of Trust, “in kind” refers to securities and all other assets (excepting cash only). In making distributions of securities or other assets in whole or in part along with cash under this Section 3.03(a) or any other provision of this Declaration of Trust, the Trustee is authorized to adjust in its good faith discretion the relative proportion, mix, amount, and number of securities and other assets and the amount of cash distributed to withdrawing Participants to reflect any trading, legal, contractual, securities exchange, and market requirements, practices, restrictions and/or practical considerations applicable to any securities or other assets being distributed to such Participants, including, without limitation, minimum trade size requirements for securities and other assets (such as odd lot holdings or fractional interests), Rule 144A of the Securities Act of 1933, as amended, or other legal or regulatory requirements applicable to such securities or other assets or the eligibility of particular beneficial owners to receive such securities or other assets, trading limits or requirements established by securities exchanges, government regulators, brokers, dealers, or other market participants, and similar limits and requirements. To the extent permitted under ERISA, each Participant and any person or entity claiming through such Participant waives any and all claims and potential claims against SSBT and its Affiliates, with respect to any distribution of securities, cash and other assets that has been adjusted by SSBT in its capacity as Trustee as provided above in good faith to reflect the same approximate value per Unit of securities, cash and other assets distributed to each Participant at any particular time notwithstanding that the percentage, mix and/or amount of securities, assets and cash differs on a per-Unit basis to some degree among such withdrawing Participants for any of the foregoing reasons. All distributions from the Trust to the Participant shall be deemed to be for the exclusive benefit of participants and their beneficiaries under such Participant. (b) Notwithstanding any other provision of this Declaration of Trust or a Fund Declaration, and in addition to any other authority granted to the Trustee hereunder and thereunder, in the interest of the protection of one or more Funds and the fair and equitable treatment of Participants, the Trustee may in its sole discretion, at any time and from time to time, suspend valuations of the securities and other assets of one or more 9 LIBC/3992798.14

Funds and/or the Units of one or more Funds and may adopt and implement withdrawal practices and policies with respect to the rights of Participants to withdraw or redeem Units from one or more Funds when, in the sole discretion of the Trustee, prevailing market conditions or other circumstances, events, or occurrences make the disposition or valuation of investments of a Fund impracticable or inadvisable or when the Trustee in its sole discretion otherwise considers such action to be in the best interests of the Fund or its Participants or believes that such action would assist in eliminating or mitigating an adverse effect on the Fund or its Participants. In exercising its authority under this Section 3.03(b), the Trustee may take into account such factors as the Trustee deems appropriate in its sole discretion, including the current and anticipated market conditions that are or may be experienced by the Fund, the liquidity (including known and anticipated requirements for liquidity) of the Fund and the liquidity and trading volume of the securities and other assets of the Fund, including the reported and anticipated sales prices, bid/ask spreads, and participation of market makers and dealers in the markets for such securities and other assets, the current and anticipated volatility of the relevant securities markets, the current and anticipated impact of any sales made by the Fund on the values of the securities and other assets held by the Fund, the absolute and relative sizes of the number of Units requested for withdrawal by one or more Participants, prior and any anticipated future withdrawals of Units by one or more Participants, the reason or reasons for any pending or anticipated requested withdrawals, the Fund’s ability to generate cash to fund withdrawals and satisfy other obligations of the Fund, and the likelihood and materiality of losses or gains relating thereto; a particular Participant’s absolute or relative ownership interest in the Fund; amounts previously withdrawn by one or more particular Participants; the length of time and frequency of any outstanding or accrued withdrawal requests by particular Participants; and such other factors and considerations as may be deemed relevant by the Trustee. Any such practices and policies may include, without limitation, suspending or limiting the frequency of withdrawal rights for some or all Participants; effecting withdrawals wholly or partially in-kind; varying the per Unit withdrawal amount paid to Participants based on such factors as the Trustee may determine, such as the amount and timing of a Participant’s withdrawal requests; limiting withdrawal rights for some or all Participants to specified dollar amounts or percentage interests in the Fund; and permitting one or more (but less than all) Participants to withdraw on a priority or preferential basis relative to one or more other Participants based upon such factors as the Trustee determines to be equitable, including time, amount or frequency of withdrawals and/or withdrawal requests by Participants. The Trustee may in its sole discretion treat one or more Participants differently from other Participants in determining the extent to which a particular Participant is entitled to withdraw, the per Unit withdrawal amount to be paid to a particular Participant, the timing, manner (cash, in-kind or a combination thereof) and frequency of withdrawal payments, and any other matters relevant to a Participant’s withdrawal. Any such action by the Trustee will be evaluated and implemented in its sole discretion and undertaken by the Trustee as part of a plan designed to protect the Fund and be in the best interests of all Participants over time and will seek to preserve the Fund’s liquidity, avoid or mitigate losses to the Fund, permit the Fund to achieve its investment objectives and to otherwise avoid any adverse consequences to the Fund and its Participants. Such practices and policies may be 10 LIBC/3992798.14

adopted, modified or terminated (in whole or in part) by the Trustee at any time in its sole discretion. The Trustee shall, to the extent practicable, provide reasonable notice (which need not be prior notice) to the relevant Participants of any such withdrawal practices and policies as they may be in effect from time to time. (c) Notwithstanding any other provision of this Declaration of Trust or the applicable Fund Declaration, and in addition to any other authority granted to the Trustee hereunder and thereunder, if the Participant or any person or entity with investment authority on behalf of such Participant is, or may be, following a market-timing strategy or is, or may be, otherwise engaged in excessive trading or illegal activities as determined in the sole discretion of the Trustee, the Trustee may cause or require such Participant or any person or entity with investment authority on behalf of such Participant to (i) suspend purchases and/or withdrawal of Units on a temporary basis, (ii) cease any additional purchases of Units of a Fund for a specified period of time or on a permanent basis, (iii) withdraw some or all of its Units from a Fund, and/or (iv) liquidate sufficient Units of any such Participant (including those attributable to any person or entity that directed or engaged in the conduct described above) and apply all or part of the net proceeds realized upon such liquidation to satisfy and/or reimburse the Fund for any losses or damages suffered by the Fund. (d) If any tax or charge shall be payable out of the assets of a Fund, in respect of some but not all Units or Participants in the Fund, an equalizing distribution from the assets of the Fund may, in the sole discretion of the Trustee, be made with respect to such other Units or to such other Participants that were not subject to any such tax or charge, and such equalizing distribution shall not reduce the number or value of the Units in the Fund held by such other Participants that have received any such equalizing distribution; or the Trustee may require payment to such other Participants that were not subject to such tax or charge of part or all of such tax or charge by the Participants whose Units are affected or for which such taxes or charges are assessed, and any such Participants that are required to make such payments will have no right to the issuance of any additional Units or any increase in the value of their Units by reason of the payment of any such assessment. 3.04 Adjustments. The Trustee may make, in its good faith discretion, retroactive or subsequent adjustments to reflect the actual expenses, liabilities, and obligations allocable to assets held in the Fund or in any Liquidating Account or Dedicated Account and to reflect the correct pricing of any assets of the Fund or any Liquidating Account or Dedicated Account not later than 15 months after the date in question. In such event, the Trustee shall make appropriate additions to, or deductions from, as the case may be, the net asset value of the Units held by the Participants in the Fund or their interests in any Liquidating Account or Dedicated Account, as the case may be, or take such other actions as the Trustee in its discretion considers appropriate. If a Participant has withdrawn all its Units in the Fund or interests in the Liquidating Account or Dedicated Account and any such adjustment results in a deduction to the value of the withdrawn Units or interests as of the relevant time, then the Participant will be liable to the Fund to repay promptly the amount of any such deduction which has been so previously allocated by the Trustee to such Participant. If any such Participant is entitled to a credit, then the Trustee shall promptly issue additional Units to the Participant equal to the value of the credit or, to the extent 11 LIBC/3992798.14

the Trustee deems appropriate, promptly remit from the assets of the Fund payment of the same to such Participant if the Participant has withdrawn all of its Units in the Fund. 3.05 Transaction Charges in respect of Acquisition of Units and Withdrawals. Transaction Charges incurred in connection with, or relating to, any purchase or withdrawal of Units in a Fund may, to the extent permitted by applicable law, including ERISA, in the sole discretion of the Trustee, be allocated and charged to the Participant making such acquisition or withdrawal of Units and applied to reduce (i) the number of Units purchased by any such Participant, and (ii) the net cash proceeds, if any, payable upon any withdrawal of Units by any Participant and/or, to the extent applicable, the net asset value of any securities or other assets distributed to any Participant in connection with the withdrawal of any such Units. ARTICLE 4- INVESTMENTS AND ADMINISTRATION 4.01 Management and Administrative Powers. The Trustee shall have the rights, powers, and privileges of an absolute owner in the management, operation and administration of the Funds established pursuant to this Declaration of Trust. In addition to and without limiting the powers and discretion conferred on the Trustee elsewhere in this Declaration of Trust, but subject to applicable law, including ERISA and any applicable exemptions from the prohibited transaction provisions thereof, and any restrictions in the Fund Declaration with respect to a Fund, the Trustee shall have the following discretionary powers with respect to any Fund: (a) To subscribe for and to invest and reinvest funds in, to enter into contracts with respect to, and to hold for investment and to sell or otherwise dispose of any property, real, personal, or mixed, wherever situated, and whether or not productive of income or consisting of wasting assets, including, but not limited to, obligations issued or guaranteed by the U.S. Government or any foreign country (including, but not limited to, its agencies, government sponsored entities, and instrumentalities), bonds, debentures, notes (including, but not limited to, structured notes), mortgages, commercial paper, bankers’ acceptances, and all other evidences of indebtedness; trust and participation certificates; certificates of deposit, demand, savings, or time deposits (including, but not limited to, any such deposits bearing a reasonable rate of interest in the banking department of SSBT or any Affiliate); foreign and domestic securities; commodities of all kinds; options on securities, commodities, financial instruments, indexes, futures contracts, foreign and U.S. currencies, or other assets; contracts for the immediate or future delivery of securities, commodities, financial instruments, indexes, foreign and U.S. currencies, or other assets; spot and forward contracts, puts, calls, straddles, spreads or any combination thereof on or with respect to any of the securities or other assets described in this subsection (a), and options on all of the foregoing contracts and instruments; swap contracts; beneficial interests in any trusts (including, but not limited to, structured trusts); mortgage-backed securities and other asset-backed securities; securities issued by registered or unregistered investment companies and exchange-traded funds and other products (including, but not limited to, securities, companies, funds and products maintained, sponsored, managed, issued, and/or advised by SSBT or any of its Affiliates to the extent permitted by ERISA); interests in common trust funds or collective investment trusts, including those funds or trusts for which SSBT or any of its Affiliates acts as trustee, investment manager or adviser, or in any other capacity and 12 LIBC/3992798.14

while the assets of a Fund are so invested in collective investment trusts, such collective investment trusts (and the instruments pursuant to which such trusts are established) shall constitute a part of this Declaration of Trust with respect to such Fund; interests in structured investment vehicles; repurchase agreements and reverse repurchase agreements; variable and indexed interest notes and investment contracts; common and preferred stocks, equity securities of any kind or nature, convertible securities, subscription rights, warrants, limited or general partnership interests, profit sharing interests or participations and all other contracts for or evidences of equity interests or securities of any kind or nature; direct or indirect interests in real estate; and any other assets; and to hold cash uninvested pending investment or distribution; (b) In accordance with and subject to Section 9.03 hereof, to purchase, sell, lend, pledge, mortgage, hypothecate, write options on and lease any of the securities, instruments, commodities, currencies, futures, or other assets referred to in subsection (a) of this Section, including without limitation, those issued, originated, sold, loaned, structured, held, owned, purchased, or borrowed by, or from, as the case may be, SSBT or its Affiliates, and without limiting the foregoing, to engage in any securities lending program on behalf of a Fund (and in connection therewith to direct the investment of cash collateral and other assets received as collateral in connection therewith), and during the term of such loan of securities to permit the securities so lent to be transferred into the name of and voted by the borrower or others and without limiting the foregoing, to the extent consistent with applicable law including ERISA and any applicable exemptions from the prohibited transaction provisions thereof, SSBT and its Affiliates are authorized to borrow securities and other assets from any Fund or Funds for their own accounts or for the accounts of others and engage in and effect as a principal, conduit, or agent the other transactions described above in good faith without such borrowings or other transactions being considered a breach of SSBT’s or its Affiliates’ fiduciary, legal, common law, contractual, or other duties or obligations (collectively, the “Duties”) and the power and authorization granted to SSBT and its Affiliates herein are granted expressly for the purpose of eliminating and causing to be waived any and all claims or potential claims by any person or entity, including without limitation the Trust or any Funds or any Participant, that the exercise in good faith of any such power or authority resulted in or gave rise to any breach or violation of the Duties by SSBT or its Affiliates to the Trust or any Funds or any Participant, and in no circumstance will any such exercise constitute a breach or violation of the Duties on the part of SSBT or its Affiliates or require that SSBT or its Affiliates disgorge, repay, or rebate to the Trust or any Funds or any Participant any profits, gains, income, fees or compensation by reason of any of the borrowings or other transactions described herein as long as such borrowings or other transactions are effected in good faith by SSBT or its Affiliates and in compliance with applicable law, including ERISA and any applicable exemptions from the prohibited transaction provisions thereof; (c) To make distributions to Participants, payable in cash, securities, or other assets or any combination of cash, securities or other assets as determined by the Trustee in its sole discretion, out of the assets of a Fund;

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(d) In accordance with and subject to Section 9.03 hereof, to establish and maintain bank, custodial, brokerage, commodity, futures, currency, and other similar accounts, whether domestic or foreign, to enter into agreements and engage in principal, agency and other transactions in connection therewith, including agreements for the purchase and sale of securities, commodities, currency and other assets and, from time to time, to deposit securities, cash, or other Fund assets in such accounts and without limiting the foregoing, to the extent consistent with applicable law including ERISA and any applicable exemptions from the prohibited transaction provisions thereof, each Fund may establish and maintain any such accounts and engage in any such agency, principal, and other transactions with, and deposit any securities, cash, and other Fund assets in, such accounts as may from time to time be established and maintained by the Trustee at SSBT and its Affiliates without any such accounts and transactions and any related services and actions being considered a breach of SSBT’s or its Affiliates’ Duties, and the power and authorization granted to SSBT and its Affiliates herein are granted expressly for the purpose of eliminating and causing to be waived any and all claims or potential claims by any person, including without limitation any Participant, that the exercise in good faith of any such power or authority resulted in or gave rise to any breach or violation of the Duties by SSBT or its Affiliates to the Trust or any Funds, and in no circumstance will any such exercise constitute a breach or violation of the Duties on the part of SSBT or its Affiliates as long as such borrowings or other transactions are effected in good faith by SSBT or its Affiliates and in compliance with applicable law, including ERISA and any applicable exemptions from the prohibited transaction provisions thereof; (e) To sell for cash or upon credit, to convert, withdraw, or exchange for other securities or assets, to tender securities pursuant to tender offers, or otherwise to dispose of any securities or other assets at any time held by a Fund or the Trustee on behalf of a Fund; (f) In accordance with and subject to Section 9.03 hereof, to borrow money or other funds and in connection with any such borrowing to issue notes or other evidences of indebtedness, to secure such borrowing by mortgaging, pledging, or otherwise subjecting the Fund assets to security interests, to borrow securities and other assets and in connection with any such borrowings, pledge or transfer cash, securities, or other assets to secure such borrowing, to endorse or guarantee the payment of any notes or other obligations of any person, and to make contracts of guaranty or suretyship, or otherwise assume liability for payment thereof and without limiting the foregoing, to the extent consistent with applicable law, including ERISA and any applicable exemptions from the prohibited transaction provisions thereof, SSBT and its Affiliates are authorized to lend cash, securities and other assets to, and borrow cash, securities and other assets from, any Fund or Funds for its own account as principal or as agent for the account of others, to act as agent for any Fund or Funds in connection with any securities lending or borrowing transactions by such Funds for compensation, and to engage as principal, agent, broker or in any other capacity in the lending, borrowing and other transactions described above in good faith without such loans, borrowings or other transactions being considered a breach of SSBT’s or its Affiliates’ Duties and the power and authorization granted to SSBT and its Affiliates herein are given expressly for the purpose of 14 LIBC/3992798.14

eliminating and causing to be waived any and all claims or potential claims by any person or entity, including without limitation any Participant or Fund, that the exercise in good faith of any such power or authority resulted in or gave rise to any breach or violation of the Duties by SSBT or its Affiliates to the Trust or any Participant or any Funds, and in no circumstance will any such exercise constitute a breach or violation of the Duties on the part of SSBT or its Affiliates or require that SSBT or its Affiliates disgorge, repay or rebate to the Trust or any Funds or any Participants any profits, gains, income, interest, fees, or compensation paid to, earned or received by, SSBT or its Affiliates by reason of any such lending, borrowing or other transactions as long as such lending, borrowing or other transactions are effected in good faith by SSBT or its Affiliates and in compliance with applicable law, including ERISA and any applicable exemptions from the prohibited transaction provisions thereof; (g) To incur and pay out of the assets of a Fund or Class of a Fund any compensation, fees, charges, taxes, and expenses which in the opinion of the Trustee are necessary or appropriate to, or in support of, the carrying out of any of the purposes of this Declaration of Trust or the Fund Declaration applicable to such Fund or Class of a Fund (including, but not limited to, the compensation, fees, charges, and expenses of the Trustee, custodians, investment advisers, investment managers, the valuation committees or agents, depositories, pricing and valuation agents, administrators, recordkeepers, tax return preparers, auditors, agents, accountants, attorneys, brokers and broker dealers, and other agents and service providers, whether or not some or all of these are Affiliates of the Trustee) and in compliance with applicable law, including ERISA and any applicable exemptions from the prohibited transaction provisions thereof; (h) To allocate assets, liabilities, income, and expenses of the Trust to a particular Fund or to apportion the same among two or more Funds and to allocate assets, liabilities, income, and expenses of a Fund to a particular Class of Units of that Fund or to apportion the same among two or more Classes of Units of that Fund; (i) To join with other holders of any securities or debt instruments in acting through a committee, depositary, voting trustee or otherwise, and in that connection to deposit any security or debt instrument with, or transfer any security or debt instrument to, any such committee, depositary or trustee, and to delegate to them such power and authority with relation to any security or debt instrument (whether or not so deposited or transferred) as the Trustee shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depositary or trustee as the Trustee shall deem proper; (j) To enter into joint ventures, general or limited partnerships, limited liability companies, business trusts, investment trusts, and any other combinations or associations; (k) To collect and receive any and all money and other assets due to any Fund and to give full discharge thereof;

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(l) To maintain the indicia of ownership of assets outside the United States, to the extent permitted by applicable law, including subject to compliance with ERISA to the extent applicable; (m) To transfer any securities and other assets of a Fund to one or more custodians or sub custodians (which may be Affiliates) employed by the Trustee and to delegate to one or more investment advisers or investment managers (which may be Affiliates) the authority to invest certain assets of a Fund to the extent permitted under ERISA; provided that no such delegation shall cause the Trustee to not have ultimate investment discretion with respect to such Fund; (n) To retain any securities and other assets received by it at any time and to sell or exchange any securities and other assets, for cash, on credit or for other consideration of any kind or nature, at public or private sale; (o) In accordance with and subject to Section 9.03 hereof, to borrow money as may be necessary or desirable to protect the securities and other assets of a Liquidating Account or Dedicated Account and to encumber or hypothecate the securities and other assets of such Liquidating Account or Dedicated Account to secure repayment of such indebtedness; (p) To exercise or dispose of any conversion, subscription, or other rights, discretionary or otherwise, including, but not limited to, the right to vote and grant proxies, appurtenant to any assets held by the Fund at any time; and to vote and grant proxies with respect to all investments held by the Fund at any time; (q)

To renew or extend any obligation held by the Fund;

(r) To register or cause to be registered any assets of the Fund in the name of a nominee of the Trustee or any custodian or sub-custodian or any agent appointed by the Trustee; provided, the records of the Trustee and any such custodian or any such agent shall show that such assets belongs to such Fund; (s) To deposit securities and other assets of the Fund with a securities depository or clearing corporation and to permit the securities so deposited to be held in the name of the depository’s or clearing corporation’s nominee, and to deposit securities issued or guaranteed by the U.S. Government or any agency or instrumentality thereof, including, but not limited to, securities evidenced by book-entry rather than by certificate, with the U.S. Department of the Treasury, a Federal Reserve Bank, or other appropriate custodial entity or agent; provided the records of the Trustee or any custodian or agent appointed by the Trustee shall show that such securities belong to such Fund; (t) To settle, compromise, or submit to arbitration any claims, debts, or damages due or owing to or from the Fund; to commence or defend suits or legal proceedings whenever, in the Trustee’s judgment, any interest of the Fund so requires; and to represent the Fund in all suits or legal proceedings in any court or before any other body or tribunal; and to pay from the Fund all costs and attorneys’ fees in connection therewith; 16 LIBC/3992798.14

(u) To organize or acquire one or more corporations, limited partnerships, limited liability companies, business or statutory trusts, or other similar entities, wholly or partly owned by the Fund, any of which may be exempt from federal income taxation under the Code; to appoint ancillary or subordinate trustees, custodians or agents to hold title to or other indicia of ownership of assets of the Fund and to define the scope of the responsibilities of such trustees, custodians or agents; (v) To employ suitable agents or service providers, including, but not limited to, pricing agents or pricing services to perform pricing and valuations of the securities, foreign currencies, and other assets of the Fund, custodians, investment advisers, investment managers, administrators, recordkeepers, tax preparers, marketing agents, consultants, auditors, accountants, depositories, and attorneys, domestic or foreign (including, but not limited to, SSBT and entities that are Affiliates of SSBT), and, subject to applicable law, to pay their expenses and compensation from the Fund; (w) To make, execute, and deliver any and all contracts and other instruments and documents deemed necessary and proper for the accomplishment of any of the Trustee’s powers and responsibilities under this Declaration of Trust; (x) To utilize such means of communication as the Trustee deems appropriate, including without limitation telephonic and electronic communications of all kinds (such as electronic mail), and to accept and recognize instructions and signatures (and all other forms of validation) in electronic or other format; (y) To enter into (or to cause any Affiliate to enter into) any agreement, arrangement, transaction, or other dealing or course of dealing with the Trust or any Fund, whether as agent or principal, in good faith in a manner the Trustee considers, in its sole discretion, to be in the interest of the Trust or the Fund in question or consistent with the purposes or policies of the Trust or such Fund (for clarity, the specific grant of any power or authority to the Trustee elsewhere in this Declaration of Trust to enter into any such agreement, arrangement, transaction, or other dealing or course of dealing with the Trust or any Fund shall not be deemed directly or indirectly to be a limitation on the power and authority granted pursuant to this clause (y)) and in compliance with applicable law, including ERISA and any applicable exemptions from the prohibited transaction provisions thereof; and (z) To do all other acts in its judgment necessary or desirable for the proper administration of the Fund or with respect to the investment, management, disposition, or liquidation of any securities and other assets of the Fund, although the power to do such acts is not specifically set forth herein. Notwithstanding any custom or implied obligation or duty on the part of trustees, investment managers, or investment advisers under common law or otherwise, neither the Trustee nor any investment adviser, investment manager or other person charged with managing, or providing investment advice with respect to, all or any portion of the investment portfolio of a Fund shall have any obligation or responsibility for considering or taking into account or determining the effect of any investment held in such portfolio, the risks associated with such 17 LIBC/3992798.14

investment portfolio, or of an investment in the portfolio generally, on the overall investment portfolio or investment program of any Participant, including without limitation in respect of the diversification or risk profile of the investments of any such Participant in one or more Funds and/or in or through any other investment funds, accounts, or products. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustee. Such powers of the Trustee may be exercised without order of or resort to any court or governmental authority or agency, and without the posting of any bond or collateral by the Trustee. The determination of the Trustee as to whether an investment is of a type consistent with the provisions of the Fund Declaration of a Fund or any Strategy Disclosure Document, as the case may be, and this Declaration of Trust shall be conclusive and binding on all persons having an interest in the Fund. In the case of any conflict between the specific terms of the Fund Declaration or any Strategy Disclosure Document, as the case may be, and this Declaration of Trust, the Fund Declaration or any Strategy Disclosure Document, as the case may be, shall control, except that no term of the Fund Declaration or any Strategy Disclosure Document, as the case may be, may vary any term or condition of this Declaration of Trust which would cause such Fund to fail to satisfy the requirements of Revenue Ruling 2011-1 (or any successor provision). 4.02 Cash Balances. The Trustee is authorized in its discretion to hold all or any part of the assets of a Fund uninvested as may be reasonably necessary for orderly administration of the Fund, and to deposit cash awaiting investment or distribution in accounts maintained in the commercial or savings department of any bank, trust company, or savings association, including SSBT or any bank, trust company, or savings association that is an Affiliate and in compliance with applicable law, including ERISA and any applicable exemptions from the prohibited transaction provisions thereof. 4.03 Loans. SSBT and any Affiliate may lend money to a Fund and receive interest on such loans provided, however, that such lending is consistent with Section 9.03. 4.04 Ownership of Assets. The Trustee shall have legal title to the assets of the Fund. No Participant shall have an individual ownership of any asset of any Fund, but each Participant shall have an undivided interest in such Fund and shall share proportionately with all other Participants in the net income, profits, and losses thereof, to the extent permissible under applicable law and subject to the allocation of certain fees and expenses with respect to the various Classes, if any, of the Fund, provided that nothing in this Declaration of Trust shall preclude the Trustee from directly charging any one or more Participants fees and expenses (which fees and expenses may differ among one or more of such Participants). 4.05 Dealings with the Funds. All persons extending credit to, contracting with, or having any claim of any type against any Fund (including, but not limited to, contract, tort, and statutory claims) shall look only to the assets of such Fund (and not to the assets of any other Fund) for payment under such credit, contract or claim, and no expense or charge specifically allocable to any one Class shall otherwise be allocable to or borne by any other Class or Classes. No Participant, nor any beneficiary, trustee, employee, or agent thereof, nor SSBT (or any Affiliate of SSBT), nor any of the officers, directors, shareholders, partners, employees or agents of SSBT (or any Affiliate of SSBT) shall be personally liable for any debt, liability, or obligation 18 LIBC/3992798.14

of the Trust or any Fund. Every note, bond, contract, instrument, certificate, or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or any Fund shall be conclusively deemed to have been executed or done only by or for the Trust or such Fund, as the case may be, and no Fund shall be answerable for any obligation assumed or liability incurred by another Fund established hereunder. 4.06 Management Authority and Delegation. The Trustee shall have full management and investment authority with respect to any Fund established pursuant to this Declaration of Trust. The Trustee may retain and consult with such investment advisers, investment managers, or other agents or service providers, including, but not limited to, any Affiliate of the Trustee, as the Trustee, in its sole discretion, may deem advisable to assist it in carrying out its responsibilities under this Declaration of Trust, and may also delegate all or part of its duties and obligations to any agents or service providers, which may be Affiliates of SSBT. ARTICLE 5- VALUATION, ACCOUNTING, RECORDS, AND REPORTS 5.01 Valuation of Units. As of each Valuation Date in respect of a Fund or a Class, the Trustee or its agents shall determine the net asset value of the Units of such Fund or Class, as the case may be. (a) In valuing the securities and other assets of any Fund for the determination of the net asset value per Unit of such Fund or any Class thereof, securities and other assets for which market prices or quotations are readily available shall be valued at prices which, in the opinion of the Trustee or the pricing services or agents designated by the Trustee to make the determination, represent or most nearly represent the market value of such securities and other assets, and other securities and other assets without such market prices or quotations shall be valued at their fair values as determined by or pursuant to the direction of the Trustee, which in the case of debt obligations, mortgage-backed securities, asset-backed securities, commercial paper, repurchase agreements, and similar fixed income securities, may, but need not, be on the basis of yields or prices for customary institutional-sized trading units for debt obligations, fixed income securities or repurchase agreements of comparable maturity, quality, rating, and type, or on the basis of amortized cost, or on such other basis as the Trustee or the pricing services or agents may deem appropriate under the circumstances. Expenses and liabilities of the Fund shall be accrued each day. Liabilities may include such reserves for taxes, estimated accrued expenses, and contingencies as the Trustee or its designees may in their sole discretion deem appropriate under the circumstances. The Trustee may in its sole discretion rely on one or more pricing agents or services in determining the value of any securities or other assets of a Fund, or delegate the determination of such value to any such agent or service. The Trustee or pricing services or agents shall have a reasonable period of time within which to determine the value of the Units as of the relevant Valuation Date and the aggregate value of the beneficial interest of each Participant in the Fund as of such Valuation Date. (b) To the extent permitted by applicable law, short-term securities and other investments having a maturity of up to 60 days may, in the sole discretion of the Trustee,

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be valued at cost with accrued interest, discount earned or premium amortized included or reflected, as the case may be, in interest receivable. For any or all valuations of securities or other assets of the Funds, the Trustee and any pricing agents or services selected by the Trustee, including Affiliates of the Trustee, may (without limitation) in its or their sole discretion consider, utilize and rely upon any regularly published reports of sales, bid, asked, and closing prices, and over the counter quotations or prices and may utilize so-called matrix, model, or similar pricing or valuation methodologies in determining the fair value of any securities or other assets of the Funds. The decision of the Trustee regarding whether a method of valuation fairly represents fair market value (or fair value, as the case may be), and the selection of a pricing agent or service and the good faith determination of the Trustee or any pricing agent or service, shall be conclusive and binding upon all persons. 5.02 Suspension of Valuations. Notwithstanding anything to the contrary elsewhere in this Declaration of Trust or the Fund Declaration with respect to any Fund, the Trustee, in its sole discretion, may suspend the valuation of the securities or other assets and/or the Units of any Fund as provided in Section 3.03(b) of this Declaration of Trust. 5.03 Accounting Rules and Fiscal Year. The Trustee, in its discretion, may keep the Trust’s or any Fund’s accounts either on an accrual system (which complies with generally accepted accounting principles unless otherwise determined by the Trustee) or to the extent permitted by law, on a cash system and may change from one of such systems to the other as of the close of any fiscal year. The fiscal year of each Fund initially shall be the calendar year, unless otherwise specified in the Fund Declaration or otherwise determined by the Trustee. 5.04 Expenses and Taxes. The Trustee may charge to a Fund or to a particular Class of a Fund, as the case may be, (i) the cost of money borrowed, (ii) costs, commissions, dealerconcessions, financial index license, data and any related charges and fees, income taxes, withholding taxes, transfer and other taxes and expenses associated with the holding, purchase and/or sale of, and receipt of income from, securities and other assets, (iii) the reasonable expenses of an audit of the Fund and fees and other charges related to Fund accounting services provided by third parties, (iv) reasonable attorneys’ fees and litigation expenses, (v) the Trustee’s compensation as provided in Section 6.04, and (vi) any other expense, claim, liability, or charge, including, but not limited to, fees, expenses, charges, and other liabilities due to the Trustee or any Affiliate of the Trustee (which may include fees or other compensation payable to the Trust or such Affiliate and the reimbursement of expenses, without credit, rebate, offset, disgorgement, or deduction against the compensation payable to the Trustee), but only to the extent permitted by applicable law, including ERISA and any applicable exemptions from the prohibited transaction provisions thereof. The Trustee may also charge to a particular Class of a Fund any expense, claim, liability, or charge to be specifically allocated to such Class and may also charge to a particular Participant or Participants any withholding, excise or other taxes or governmental assessments that in the Trustee’s judgment are specially allocable or attributable to such Participant. The Trustee may liquidate from time to time sufficient Units of such Participants to pay or otherwise discharge any such taxes or governmental assessments.

20 LIBC/3992798.14

5.05 Records, Accounts and Audits. The Trustee shall keep such records as it deems necessary or advisable in its sole discretion to account properly for the operation and administration of a Fund. At least once during each period of 12 months, the Trustee shall cause a suitable audit to be made of each Fund by auditors responsible only to the board of directors of SSBT. The reasonable compensation and expenses of the auditors for their services with respect to a Fund shall be charged to such Fund. 5.06 Financial Reports. The Trustee shall prepare a written financial report, based on the audit referred to in Section 5.05, within 90 days after the close of each fiscal year of a Fund; provided that such 90-day period may be extended to a date specified by the Trustee if the Trustee determines in its discretion that additional time is required to prepare such financial report. (a) A copy of the report shall be furnished, or notice given that a copy thereof is available and will be furnished without charge on request, to the Investing Fiduciary of each Participant (or, if such Investing Fiduciary is SSBT, to the Qualified Investor Signatory) at such time. In addition, a copy of the report shall be furnished on request to any other person, in the discretion of the Trustee, and the Trustee may make a reasonable charge therefor. (b) If no written objections to specific items in the financial report are filed by a Participant with the Trustee within 60 days after the report is sent by the Trustee, the report shall be deemed to have been approved with the same effect as though judicially approved by a court of competent jurisdiction in a proceeding in which all persons interested were made parties and were properly represented before such court, and, to the fullest extent permitted by applicable law, the Trustee shall be released and discharged from liability and accountability with respect to the propriety of its acts and transactions disclosed in the report. Any such written objection shall apply only to the proportionate share of the Participant on whose behalf the objection is filed and shall not affect the proportionate share of any other Participant. The Trustee shall, in any event, have the right to a settlement of its accounts in a judicial proceeding if it so elects. (c) Except as otherwise required by this Declaration of Trust or applicable law which cannot be waived, the Trustee shall have no obligation to render an accounting to any Participant or beneficiary thereof. 5.07 Judicial Accounting. In any case where applicable law provides for the judicial accounting of the Trustee’s account with respect to a Fund, or for any other action to be brought against the Trustee with respect to a Fund or the Trustee’s actions as Trustee, only the Trustee and any Participant of the Fund of record may require such a judicial settlement of the Trustee’s account or bring such other action. In any such action or proceeding it shall be necessary to join as parties only the Trustee and such persons, and any judgment or decree which may be entered therein shall be conclusive and binding on all persons. ARTICLE 6- CONCERNING THE TRUSTEE

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6.01 Merger, Consolidation of and Successor to Trustee. Any corporation, limited liability company, partnership, business trust, association, or other entity (i) into which SSBT may be merged or with which it may be consolidated, (ii) resulting from any merger, consolidation, or reorganization to which SSBT may be a party, or (iii) to which all or any part of SSBT’s fiduciary business which includes the Funds may be transferred shall become successor Trustee, and shall have all the rights, powers, and obligations of the Trustee under this Declaration of Trust, without the necessity of executing any instrument or performing any further act or obtaining the approval or consent of Participants. SSBT may also appoint any bank, trust company, corporation, limited liability company, partnership, business trust, association, or other entity with the power to act as Trustee under applicable law, which may or may not be an Affiliate of the Trustee, to act as successor Trustee for any or all Funds, in which case SSBT shall cease to act as Trustee for such Funds, and any such entity shall become the sole Trustee for any such Funds and shall have all the rights, powers, and obligations of the Trustee under this Declaration of Trust, without the necessity of executing any instrument or performing any further act or obtaining the approval or consent of any Participant. In any such event, all references to SSBT herein shall be deemed to be references to such successor entity. The Trustee shall, if practicable under the circumstances, provide the Investing Fiduciary of each Participant (or if such Investing Fiduciary is SSBT, to the Qualified Investor Signatory) subject to any of the foregoing actions not less than 30 days’ written notice prior to the effectuation of any such action. 6.02 Discretion of Trustee. The discretion of the Trustee, when exercised in good faith and with reasonable care under the circumstances then prevailing, shall be final and conclusive and binding upon each Participant and all persons interested therein. The Trustee shall act with the degree of care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. 6.03 Limitation on Liability and Indemnification. The Trustee shall not be liable for any loss, liability, expense, claim, or damages incurred by any Fund arising out of, or relating to, any action or omission of the Trustee, including without limitation, by reason of the purchase, retention, sale, or exchange of any securities or other investments by a Fund, except to the extent, and then only to the extent, such loss, liability, expense, claim, or damages shall have been determined, by a court of competent jurisdiction in a non-appealable judgment, to have been caused by the Trustee’s breach of Section 6.02 hereof or breach of fiduciary duty under ERISA, willful misconduct, or lack of good faith, and, in any event, the Trustee shall not be liable for any loss, liability, expense, claim, or damages arising out of, or relating to, any mistake made by the Trustee in good faith in the administration or operation of any Fund if, promptly after discovering the mistake, the Trustee takes whatever action the Trustee, in its sole discretion, may deem to be practicable under the circumstances to remedy the mistake. To the fullest extent permitted by applicable law, SSBT (and its Affiliates, and the directors, officers, and employees of SSBT and its Affiliates and their respective heirs, estates, successors, and assigns) shall be held harmless and indemnified out of the securities, cash and other assets of the Trust for any losses, liabilities, expenses, claims, and damages it (or they) may incur (including without limitation the reasonable legal and other fees and expenses of defending any claim brought with respect to any action so taken or omitted) by reason of any action taken or omitted to be taken by it (or them) hereunder except to the extent any such loss, liability, expense, claim, or damage 22 LIBC/3992798.14

shall have been determined, by a court of competent jurisdiction in a non-appealable judgment, to have been caused by its (or their) breach of Section 6.02 hereof or breach of fiduciary duty under ERISA, willful misconduct, or lack of good faith. A claim shall include, without limitation, all lawsuits, legal proceedings, governmental investigations, proceedings, and other actions at law or in equity. Expenses, including counsel fees, so incurred by any such person or entity (but excluding amounts paid in satisfaction of judgments, in compromise, or as fines or penalties), shall be paid from time to time by the Trust in advance of the final disposition of any such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such person or entity to repay amounts so paid to the Trust, with interest thereon, if it is ultimately determined, by a court of competent jurisdiction in a non-appealable judgment, that indemnification of such expenses is not authorized under this Article. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any person or entity may be entitled. 6.04 Trustee Compensation. The Trustee may charge and pay from a Fund and/or each Class of a Fund, as the case may be, reasonable compensation, fees and expenses for its services in managing and administering the Fund and/or such Class, which may include, without limitation, any compensation, fees and other charges and expenses payable to a sub-advisor, custodian service provider, or other agent that are borne by the Trustee. In addition to the foregoing, each Fund shall also pay or bear its allocable share of any compensation, fees, charges and expenses (including compensation, fees, charges and expenses payable to the Trustee or any Affiliate) charged to any pooled investment fund, common trust fund, collective investment trust or fund, registered or unregistered investment company, or other investment vehicle in which the Fund may have invested, including without limitation, any Affiliate (collectively, the “Other Investment Funds”) without any reimbursement or repayment by the Other Investment Funds or by any trustee, investment adviser, investment manager, custodian, or agent or service provider of the Other Investment Funds of any such compensation, fees, charges or expenses, to the extent permitted by applicable law, including ERISA and any applicable exemptions from the prohibited transaction provisions thereof. 6.05 Trustee’s Authority. No person dealing with the Trustee shall be under any obligation to inquire regarding the authority of the Trustee, the validity or propriety of any transaction engaged in by the Trustee, or the application of any payment made to the Trustee. 6.06 Reliance on Experts and Others. The Trustee shall, in the performance of its duties, be fully protected by relying in good faith upon the books of account or other records of the Fund, or upon reports made to the Trustee by (a) any of the officers or employees of SSBT or any of its Affiliates, (b) the custodians, depositories, or pricing or valuation agents of the Fund, or (c) any investment manager, investment advisers, custodians, auditors, accountants, tax return preparers, attorneys, appraisers, or other agents, experts and service providers, or consultants to the Fund or the Trustee, any or all of which may be the Trustee or any Affiliate. The Trustee and the officers, employees, and agents of the Trustee may take advice of counsel (which may be SSBT’s own internal counsel) with respect to the meaning and operation of this Declaration of Trust or any Fund Declaration or Class Description applicable to a Fund, or with respect to the interpretation and application of law to each Fund and Class thereof, and shall be fully protected and under no liability for any act or omission in reliance upon such advice. The exercise by the 23 LIBC/3992798.14

Trustee of its powers and discretions hereunder and the construction in good faith by the Trustee of the meaning or effect of any provisions of this Declaration of Trust and any Fund Declaration, Strategy Disclosure Document, Class Description or any document governing a Participant shall be binding upon everyone interested. 6.07 Reliance on Communications. The Trustee shall be fully protected in acting upon any writing, instrument, certificate, document, facsimile or electronic mail, reproduction, image, or transmission believed by it to be genuine and to be signed, presented or transmitted by the proper person or persons (including, without limitation, the Participants. The Trustee shall have no duty to make an investigation or inquiry as to any statement contained in any such writing or transmission, but may accept the same as conclusive evidence of the truth and accuracy of the statements therein contained. Notwithstanding anything to the contrary contained herein and without limiting the foregoing, any such writing, instrument, certificate, or document may be proved by original copy or reproduced copy thereof, including without limitation a photocopy, a facsimile transmission, an electronic image, or any other electronic reproduction, and the Trustee may rely on the same as if it had received the original signed writing, instrument, certificate, or document. The Trustee may, in its sole discretion, give the same effect to a telephonic instruction, voice recording, or any instruction received through electronic commerce or other electronic means as it gives to a written instruction, and the Trustee’s action in doing so shall be protected to the same extent as if such telephonic or electronic instructions were, in fact, a written instruction. Without limiting the foregoing, such instruction may be proved by audiorecorded tape, electronic reproduction, or other means acceptable to the Trustee, as the case may be. If the Trustee receives any instruction, or other information that is, as determined by the Trustee in its sole discretion, incomplete or not clear, the Trustee may request instructions or other information from the person or entity providing such instructions or information, including from brokers, stock exchanges, or other market participants. Pending receipt of any such instructions or other information, the Trustee shall not be liable to anyone for any loss resulting from delay, action, or inaction on the part of the Trustee. 6.08 Action by Trustee. The Trustee may exercise its rights and powers and perform its duties hereunder through any of its officers and employees. However, the Trustee solely shall be responsible for the performance of all rights and responsibilities conferred on it as Trustee hereunder, and no such officer or employee individually shall be deemed to have any fiduciary authority or responsibility with respect to any Fund, except to the extent specifically provided under ERISA. ARTICLE 7- AMENDMENT, MERGER AND TERMINATION 7.01 Amendment. The Trustee may amend this Declaration of Trust, the Fund Declaration and any Strategy Disclosure Document of a Fund, or the Class Description with respect to an existing Class of a Fund at any time. Any such amendment shall take effect as of the date specified by the Trustee, which shall be no earlier than 30 days after the Trustee gives notice of such amendment in accordance with Section 7.03; provided, however, that if the Trustee determines in its discretion that such amendment will not have a material adverse effect on affected Participants or provides amended, modified, or supplemental information with respect to the investment policies of a Fund, the effective date specified by the Trustee may be any date on, before, or after such notice. No approval or consent shall be required from any 24 LIBC/3992798.14

affected Participant to effect any amendment. Any amendment adopted by the Trustee shall be binding upon each Participant and all persons interested therein. 7.02 Merger and Termination. As of any Valuation Date, the Trustee may cause any Fund to be merged with or into any other collective investment trust or series thereof or similar pooled fund (including, without limitation, any other Fund or other collective investment trust or series thereof or similar pooled fund maintained by the Trustee or any of its Affiliates) (each other collective investment trust or series thereof or similar pooled fund (other than a Fund) is referred to as, an “Other Fund”). For the purpose of this Section 7.02, a Fund or Other Fund that does not survive the merger and is terminated shall be referred to as the Merging Fund, and a Fund or Other Fund that survives the merger shall be referred to as the Surviving Fund. Any such merger shall be effected by the Merging Fund contributing its assets in-kind to the Surviving Fund in exchange for Units or beneficial interests in the Surviving Fund, as the case may be, followed by the termination of the Merging Fund and a distribution in-kind of Units or the beneficial interests in the Surviving Fund (or any class thereof), as the case may be, held by the Merging Fund to the participating trusts in the Merging Fund. If a Fund is the Surviving Fund, the participants in the Merging Fund that are Qualified Trusts shall, as of the date of such merger, receive Units in the Surviving Fund (or any Class thereof designated by the Trustee) as determined by the Trustee in its discretion in exchange for the Units or beneficial interests of such Merging Fund (or any class thereof), as the case may be, held by such participants immediately prior to such merger. If a Fund is the Merging Fund, the Participants in such Fund shall, as of the date of such merger, receive Units or beneficial interests in the Surviving Fund (or any class thereof), as the case may be, in exchange for the Units of such Fund (or any Class thereof) held by such Participants immediately prior to such merger. In connection with any merger pursuant to this Section, Units in a Fund (or any Class thereof) or beneficial interests in an Other Fund (or any class thereof) shall be valued on such reasonable basis as may be determined by the Trustee of the Fund or the trustee of the Other Fund, as the case may be, including for this purpose on the basis of the net asset value of the respective Units (or any Class thereof) of the Fund and net asset value of the respective beneficial interests of the Other Fund (or any class thereof), on the date of the merger. The Trustee shall provide the Participants subject to any such merger written notice of any such merger, which notice shall be provided at least 30 days prior to the merger; provided, however that if the Trustee determines that such merger will not have a material adverse effect on affected Participants, the effective date of such merger may be any date on, before, or after such notice. The Trustee or any successor Trustee shall not be required to obtain the approval or consent of any Participants in connection with any such merger. Subject to the terms of the Fund Declaration applicable to a Fund, the Trustee may, on any Valuation Date, without advance notice to any person, terminate a Fund (or any Class thereof), and thereupon the value of each Unit in such Fund (or in such Class) shall be determined and there shall be distributed to each Participant in cash or in kind or partly in cash and partly in kind a sum arrived at by multiplying the number of Units in the account of each Participant by the value of each Unit at the close of business on such Valuation Date all as provided in Article 5. 7.03 Notices. The Trustee shall give written notice of any amendment or merger (to the extent required by Section 7.01 or Section 7.02, as applicable), or of the termination of a 25 LIBC/3992798.14

Fund (or any Class thereof), to each affected Participant of record. Any such notice or other notice or communication required or permitted hereunder shall be deemed to have been given at the time the Trustee (a) delivers the notice personally, (b) mails the notice first class, postage prepaid, registered or certified, (c) delivers the notice by overnight courier, (d) transmits the notice by telecopier or facsimile transmission, (e) transmits the notice electronically, including without limitation by means of electronic mail or other electronic means, in each case (a) through (e) to the current address, facsimile number, internet address, website, or other electronic address of the appropriate recipient as shown on the Trustee’s records, or (f) posts the notice on any website maintained and/or made available by the Trustee to Participants (such as “Client Corner” or such other application or website maintained by or on behalf of State Street from time to time) and transmits a notice describing the topic of the website posting to the current address, facsimile number, internet address, website, or other electronic address of the appropriate recipient as shown on the Trustee’s records. Notices or communications required or permitted hereunder may be provided as part of any financial reports provided by the Trustee hereunder. The Trustee shall not be required to provide notice of any amendment or termination of a Fund to any Participant if such Participant is not participating in such Fund. ARTICLE 8- LIQUIDATING ACCOUNTS AND DEDICATED ACCOUNTS 8.01

Establishment.

(a) The Trustee may in its sole discretion, from time to time, transfer to a Liquidating Account any illiquid, impaired, or defaulted investment of a Fund, any investment of a Fund that the Trustee determines is not readily capable of being correctly, accurately, and/or appropriately valued, or any securities loans and the related cash collateral and the rights and obligations pertaining thereto that cannot be readily terminated or closed out or that can be terminated or closed out only at an anticipated or actual loss. The primary purpose of each Liquidating Account shall be to facilitate the liquidation, pricing, and/or termination or close-out of the assets and any related transactions and agreements contained therein or held thereunder for the benefit of the Participants holding an undivided beneficial interest therein. The period during which the Trustee may continue to hold any such assets shall rest in its sole discretion. (b) The Trustee may, to the extent permitted by applicable law, also in its sole discretion, from time to time, establish one or more Dedicated Accounts related to a Fund to receive and hold cash, securities, or other assets (the “Dedicated Assets”) received from, and other investments made for the benefit of, one or more specific Participants, to convert the Dedicated Assets into securities or other assets which the Trustee considers suitable for such Fund, or in connection with the distribution or withdrawal of cash, securities, or other investments held for the benefit of the Participants holding a beneficial interest in such Dedicated Account, the conversion of such Dedicated Assets into cash, securities or other assets for distribution to the Participants holding a beneficial interest in such Dedicated Account, or for such other purposes as the Trustee shall deem appropriate. (c) Each Liquidating Account or Dedicated Account shall be maintained and administered solely for the ratable benefit of the Participants whose cash, securities, or 26 LIBC/3992798.14

other assets have been transferred thereto or deposited therein and each Participant whose cash, securities, or other assets have been transferred thereto or deposited therein shall have a beneficial interest therein equal to the portion of such account represented by the value of the assets so transferred or deposited. 8.02 Additional Powers and Duties of Trustee. The Trustee shall have, in addition to all of the powers granted to it by law and by the terms of this Declaration of Trust, each and every discretionary power of management of the cash, securities and other assets contained in a Liquidating Account or a Dedicated Account (and of all income on or proceeds of such assets) which the Trustee shall deem necessary or appropriate to accomplish the purposes of such Liquidating Account or Dedicated Account. At the time of the establishment of a Liquidating Account or a Dedicated Account, and upon each deposit of additional money to any such Dedicated Account, the Trustee shall prepare a schedule showing the interest of each Participant therein. When the cash, securities and other assets of such Liquidating Account or Dedicated Account shall have been completely distributed, such schedule shall be thereafter held as part of the permanent records of the Fund to which the Liquidating Account or Dedicated Account relates. The Trustee shall include in any report of audit for a Fund a report for each related Liquidating Account and Dedicated Account established hereunder. For purposes hereof, the value of assets transferred to or held in a Liquidating Account or Dedicated Account (and the beneficial interest of any Participant therein) may be based upon value as provided in Section 5.01, or amortized cost, or book value, as determined by the Trustee in its sole discretion. 8.03 Limitation on Contributions to Liquidating Account. No further contributions shall be made to any Liquidating Account after its establishment, except that the Trustee shall have the power and authority, if in the Trustee’s reasonable opinion such action is advisable for the protection of any asset held therein, to borrow from others (to be secured by the assets held in such Liquidating Account), including the Trustee or its Affiliates, to the extent permitted by applicable law, including ERISA and any applicable exemptions from the prohibited transaction provisions thereof, and to make and renew such note or notes therefor as the Trustee may determine. 8.04 Distributions. The Trustee may make distributions from a Dedicated Account or Liquidating Account in cash or in kind or partly in cash and partly in kind or in any other manner consistent with applicable law, and, except as otherwise provided in the Fund Declaration with respect to the Fund or Class to which such Dedicated Account or Liquidating Account relates, the time and manner of making all such distributions shall rest in the sole discretion of the Trustee. Income, gains, and losses attributable to a Dedicated Account or Liquidating Account shall be allocated among the Participants which hold a beneficial interest in such Dedicated Account or Liquidating Account, in proportion to such respective beneficial interests. Notwithstanding anything to the contrary elsewhere herein, with respect to a Dedicated Account established to pay the Participants for the withdrawal of Units from the Fund pursuant to Section 3.03 hereof, the Trustee shall have satisfied its obligation to the Participants to pay the amount due upon withdrawal as long as (i) the Trustee has transferred to the Dedicated Account, as soon as reasonably practicable after the applicable Valuation Date which has established the value of the Units of the Fund so withdrawn, securities and other assets with a fair market value or a fair value (as the case may be), as of the applicable Valuation Date before consideration of 27 LIBC/3992798.14

applicable transaction expenses (as described in Section 8.06) equal to the value of the Units so withdrawn, and (ii) the Trustee pays out to the Participants the net proceeds realized upon the sale, disposition, or liquidation of the securities and assets in such Dedicated Account as provided in this Section, after applying allocable expenses and satisfying any obligations, within a reasonable time after the sale, disposition or liquidation of such securities and other assets by such Dedicated Account. 8.05 Effect of Establishing Liquidating Accounts and Dedicated Accounts. After an asset of a Fund has been set apart in a Liquidating Account or when assets of one or more Participants are held in a Dedicated Account, such assets shall be subject to the provisions of this Article, but such assets shall also be subject to all other provisions of this Declaration of Trust insofar as the same shall be applicable thereto and not inconsistent with the provisions of this Article. Without limiting the general application of the foregoing, the limitation on liability and indemnification provisions of Section 6.03 shall apply to each Liquidating Account and Dedicated Account to the same extent as such provisions apply to a Fund. For purposes of determining the value of the Units of a Fund and the income, gains, or losses of a Fund that are allocated among Participants pursuant to the other provisions of this Declaration of Trust, the value, income, gains, or losses of any assets held in any Liquidating Account or Dedicated Account shall be excluded. As of any subsequent Valuation Date selected by the Trustee in its sole discretion, any assets held in a Dedicated Account may be valued in accordance with Section 5.01 and transferred by the Trustee to the appropriate Fund, in which event the Participants which hold a beneficial interest in such Dedicated Account shall be allocated in proportion to their respective beneficial interests such number of Units of such Fund as would be issued if the assets so transferred from the Dedicated Account were treated as a deposit to the Fund pursuant to Section 3.01. The Participants with a beneficial interest in any Liquidating Account or Dedicated Account shall bear all market, credit, and other investment risks with respect to the assets held in any such Liquidating Account or Dedicated Account. 8.06 Fees and Expenses. Each Liquidating Account and Dedicated Account shall be charged with the expenses and charges attributable to the administration and management of such account and with regard to the purchase, sale or other disposition of securities and other assets held in any such Dedicated Account or Liquidating Account (including, but not limited to, brokerage fees, settlement charges, stamp taxes, duty, stock listing and related expenses, attorneys’ fees and auditing fees). Such Liquidating Accounts and Dedicated Accounts shall remain as part of the assets of the applicable Fund or Class or Classes, as the case may be, for purposes of determining the fee payable to the Trustee in accordance with such fee schedule as may apply from time to time, and with regard to any other fees and expenses otherwise attributable to the applicable Fund or Class or Classes, as the case may be. ARTICLE 9- GENERAL PROVISIONS 9.01

No Diversion; Assignment Prohibited.

(a) In accordance with Revenue Ruling 2011-1, no part of the corpus or income of any Fund which equitably belongs to a Participant shall be used for, or diverted to, any purposes other than for the exclusive benefit of its participants and their beneficiaries. 28 LIBC/3992798.14

(b)

No Participant may assign, transfer, or sell Units or any interest therein.

(c) No part of the Fund which equitably belongs to a Participant shall be subject to any legal process, levy of execution, or attachment or garnishment proceedings for payment of any claim against any such Participant or any beneficiary thereof. 9.02 Governing Law. The powers and duties of the Trustee, administration of the Fund and all questions of interpretation of this Declaration of Trust shall be governed by ERISA, as amended, and to the extent permitted by such law, by the laws of the Commonwealth of Massachusetts. The Trust established by this Declaration of Trust is organized in the United States and will be maintained at all times as a domestic trust in the United States. 9.03

ERISA.

(a) To the extent that assets of a Fund constitute ERISA plan assets, the Trustee hereby acknowledges its status as a fiduciary under ERISA with respect to each Participant subject to Title I of ERISA, and the provisions of this Section 9.03 shall apply. (b) The Trustee shall not cause the Trust to enter into any transaction that would constitute a non-exempt “prohibited transaction” under Section 406 of ERISA, and in connection with its management of the Trust and the Funds shall, as necessary or applicable with respect to a given transaction, rely upon relevant statutory or administrative prohibited transaction exemptions, including, without limitation, ERISA Prohibited Transaction Class Exemptions 91-38, 77-4, 84-14, 86-128, 2002-12 or any other applicable exemption. (c) Any securities lending activities conducted by the Trustee in accordance with Section 4.01(b) shall comply with ERISA Prohibited Transaction Class Exemption 2006-16, 2002-30, or any other applicable exemption. (d) To the extent that SSBT or any Affiliate lends money to any Fund in accordance with Section 4.03, such loan will be on an interest-free basis and will be otherwise consistent with the requirements of Prohibited Transaction Class Exemption 80-26. Notwithstanding the foregoing, the Trustee may charge for advances made to provide overdraft protection, but only to the extent permitted by ERISA. (e) The Trustee shall provide the Investing Fiduciary with information that is in its possession that is reasonably designed to satisfy the reporting and disclosure requirements of ERISA and the regulations thereunder, including without limitation the disclosures required to satisfy Section 408(b)(2) of ERISA. 9.04 Inspection. A copy of this Declaration of Trust shall be kept on file at the principal office of the Trustee, available for inspection during normal business hours. A copy of this Declaration of Trust shall be sent upon request to any Participant, and, at the discretion of the Trustee, shall be furnished to any other person upon request for a reasonable charge.

29 LIBC/3992798.14

9.05 Titles. The titles and headings in this Declaration of Trust are for convenience and reference only, and shall not limit or affect in any manner any provision contained therein. 9.06 Invalid Provisions. If any provision contained in this Declaration of Trust is illegal, null, or void, unenforceable, or against public policy, the remaining provisions hereof shall not be affected. 9.07 Status of Instrument. This instrument contains the provisions of this Declaration of Trust as of the date specified below.

30 LIBC/3992798.14

APPENDIX A

STATE STREET BANK AND TRUST COMPANY INVESTMENT FUNDS FOR TAX EXEMPT RETIREMENT PLANS SPECIAL PROVISIONS RELATING SOLELY TO SHORT-TERM INVESTMENT FUNDS A.1 Establishment of STIFs. This Appendix establishes special rules governing the establishment and operation of Funds which are short-term investment funds (each a “STIF”). The Fund Declaration that establishes a STIF shall state that the Fund established thereunder is a STIF, in which case such Fund shall be subject to the following provisions and, to the extent not inconsistent with this Appendix, the generally applicable provisions of the Declaration of Trust. A.2 Investment of STIF Assets. Unless otherwise specified in a Fund Declaration for a STIF, each STIF shall maintain a dollar-weighted average portfolio maturity of 90 days or less, shall hold the Fund’s assets until maturity under usual circumstances, and shall be invested and reinvested primarily in the following investments, irrespective of whether such securities or such assets are of the character authorized by any state law from time to time for trust investments, and without regard to the proportion any such assets or interest may bear to such STIF: bonds, debentures, notes (including structured notes), mortgages, commercial paper, money market instruments, and all other evidences of indebtedness or ownership, trust and participation certificates, certificates of deposit, demand or time deposits (including any such deposits bearing a reasonable rate of interest in the banking department of the Trustee or any Affiliate), bankers’ acceptances, variable and indexed interest notes and investment contracts, swap contracts, repurchase agreements and reverse repurchase agreements, variable rate notes, beneficial interests in any trusts (including structured trusts), equipment trust certificates, foreign currencies, contracts for the immediate or future delivery of currency, financial instruments, securities, or other assets or property, options on futures contracts, spot and forward contracts, puts, calls, straddles, spreads, or any combination thereof. Such investments may be made directly or indirectly by the STIF’s investment in interests or shares of investment funds having in the Trustee’s judgment investment characteristics generally similar to those of the STIF, including, without limitation, limited partnerships, limited liability companies, or other companies, trusts, or other entities, whether registered or exempt or excepted from registration under the Investment Company Act, or common trust funds or collective investment trusts which are exempt from tax under applicable Internal Revenue Service rulings and regulations (including, without limitation, any collective investment trusts maintained by SSBT or any of its Affiliates). A.3 Valuation of STIF Assets. With regard to a STIF, “Valuation Date” shall mean each Business Day, except as otherwise provided in the applicable Fund Declaration or as determined by the Trustee pursuant to the provisions of the Declaration of Trust. The securities and other assets of each STIF shall be valued in accordance with the amortized cost method; provided that this rule shall not apply if the Trustee determines that the special circumstances

B-1 LIBC/3992798.14

described in Section A.6 hereof are present and require or permit, as the case may be, application of the rules set forth therein. A.4 Valuation of STIF Units. The Units of each STIF shall be valued and the income of each STIF shall be apportioned in the following manner. The value of each Unit of a STIF shall be one dollar ($1.00) (or such other constant amount as the Trustee may specify). As of the close of business on each Valuation Date, all net income and net realized gains of a STIF, as determined by the Trustee in its reasonable discretion, in accordance with rules intended to account for charges and expenses payable by such STIF and, to the extent practicable, to preserve the Unit value of such STIF at one dollar ($1.00) (or such other constant amount as the Trustee may specify from time to time) shall be allocated among the Participants in such STIF in proportion to the number of Units of each Participant in such STIF and shall be reinvested on behalf of each such Participant in new Units of such STIF. The Trustee may determine in its sole discretion from time to time, that preserving the Unit value of a STIF at a constant amount or at one dollar ($1.00) is unfair, impractical, or inappropriate and may allow such value to fluctuate. A.5 Deposits in and Withdrawals from a STIF. The Trustee may designate from time to time the Valuation Dates as of which deposits in, and withdrawals from, a STIF may be made. The Trustee may from time to time establish rules for deposits which provide that a Participant shall not participate in the net income of a STIF with regard to the amount being deposited by such Participant unless and until such deposit satisfies such requirements as the Trustee may specify with regard to the time and manner of such deposit. The Trustee may, in its sole discretion, accept deposits in a STIF in a form other than money, provided that such deposits shall be in securities and other assets that are permissible investments for such STIF and that such securities and other assets shall be valued as provided in Section A.4 or Section A.6 hereof, as applicable. In any case in which the Trustee, in its sole discretion, makes a distribution from a STIF (partly or wholly) in kind, the securities and other assets so distributed shall be valued as provided in Section A.4 or A.6 hereof, as applicable. A.6 Special Circumstances. Notwithstanding the preceding provisions of this Appendix or any other provision of the Declaration of Trust or any applicable Fund Declaration, the following shall apply in the case of the special circumstances described in this Section. The Trustee may determine in its sole discretion that application of some or all of the other provisions of this Appendix and the Declaration of Trust (including, without limitation, where applicable, the rules of Section A.3 and/or A.4) or any applicable Fund Declaration may cause a material dilution or other unfair result to Participants proposing to acquire Units in a Fund, or an adverse impact on a Fund, and in such event the Trustee reserves the right to adjust the valuation of Units or assets of such Fund, or to take such other action that it deems appropriate to eliminate or reduce such dilution or other unfair result, to the extent reasonably practicable, including, without limitation, reducing or eliminating the amount of income credited to or payable with respect to each Unit of such Fund, or applying net realized losses to offset net realized gains as of the Valuation Date such losses are realized or on subsequent Valuation Dates, or suspending deposits or withdrawals in whole or in part. If the Trustee determines that such action is appropriate to reduce or eliminate the potential for material dilution or other unfair result or an adverse impact on a Fund, one or more Participants proposing to acquire interests in a Fund, then the Trustee may adjust the valuation of the Units of one or more Participants that are being B-2 LIBC/3992798.14

DRAFT 08/16/2011

withdrawn as of a Valuation Date, and/or the Units in such Fund that are being credited as a result of a deposit as of a Valuation Date, even though the value of Units of one or more other Participants in the same Fund which are being withdrawn as of such Valuation Date and/or Units in the same Fund which are being credited as a result of a deposit as of such Valuation Date is not so adjusted or is adjusted on a different basis. In determining the fair value of securities and other assets of a Fund in the case of special circumstances described in this Section, the valuation rules described in Section 5.01 of this Declaration of Trust shall apply. A.7 Termination of STIF. In valuing the Units of a STIF in connection with the termination of such STIF pursuant to Section 7.02 of this Declaration of Trust, the rules of Section A.4 or A.6 hereof shall apply, as applicable. A.8 Liquidating Accounts and Dedicated Accounts. If any security or other asset of a STIF is transferred to a Liquidating Account or a Dedicated Account under Article 8, or if cash or other assets pending investment in a STIF are deposited in a Dedicated Account under Article 8 of this Declaration of Trust, the securities and other assets of such Liquidating Account or Dedicated Account may, in the Trustee’s sole discretion, be valued based on the rules of Section A.3 or Section A.6 hereof.

B-3 LIBC/3992798.14

DRAFT 08/16/2011

Fund Operating Guidelines for the SSgA US Bank Maintained Commingled Funds1 DEFINED CONTRIBUTION SERIES FUND EDITION

Overview The purpose of the document is to provide details on specific operational aspects of your, or your defined contribution plan clients’, investments in our Series Funds (as defined below). In the United States, State Street Global Advisors (“SSgA”), the investment management division of State Street Bank and Trust Company (“State Street”), provides investment management services through bank-maintained collective trust funds (each a “Commingled Fund” and collectively the “Commingled Funds”) with different pricing frequencies and conventions. SSgA’s Commingled Funds that are available to defined contribution plans are referred to as

Unless otherwise noted herein, any notification, settle­ ment or other deadline specified in this document shall be in business days (i.e., Trade Date+1 shall mean Trade Date (“TD”) plus one business day). A “Business Day” is one on which the New York Stock Exchange (NYSE) is open. The Series Funds are not priced on NYSE holidays. Furthermore, the U.S. Federal Reserve is closed on certain holidays, such as Columbus Day and Veterans Day, on which the NYSE is open. On such holidays, although the Series Funds will be priced and are open for trading, any trades into/out of the Series Funds that would have settled on any of these days will settle on the following business day unless participants are otherwise notified.2

“Series Funds.” This document is supplemental to the

Instructions in good order received by SSgA Shareholder

relevant Declaration of Trust, fund declaration (including

Services prior to the notification deadlines described

class descriptions, as applicable) and Strategy

below will be executed at the Net Asset Value of each

Disclosure Documents (together, the “Series Fund

applicable Series Fund, determined as of the close of

Governing Documents”), provided that to the extent that

trading on the Trade Date.

the terms of this document conflict with the terms of any of the Series Fund Governing Documents, the terms

Section 1: Client Trading

of the Series Fund Governing Documents shall control

Transaction Security Agreement (“TSA”)

and prevail. Upon request, SSgA may choose to waive

In order to transact with SSgA, the account should have on

any of the guidelines outlined below when such waiver

file with us a current, executed TSA. The purpose of the TSA

will not, in the opinion of SSgA, adversely impact the

is to protect our clients against fraudulent activity within their

participants of the Series Fund(s). The decision to waive any such guideline shall rest solely with SSgA. References in this document to our Series Fund “participants” refer to the defined contribution plan or plan sponsor, not the individual plan participants of each defined contribution plan that is invested in the Series Funds.

accounts. The TSA documents information about the account, including the names of the individuals authorized to submit trades to SSgA on behalf of the account, the standing wire instructions for redemptions or liquidations, the typical method of trading, and the names of the individuals authorized to make changes to the information contained in the TSA. Updates regarding changes to the TSA should be directed to the Shareholder Services Team (see Appendix 2).

FUND OPERATING GUIDELINES FOR THE SSgA US BANK MAINTAINED COMMINGLED FUNDS—DC SERIES FUND EDITION

Trade Notification Delivery Mechanisms

Manual Trade Instruction

SSgA’s preferred method for receiving instructions for

The trade notification deadline is 8:30 a.m. ET on TD+1. See

contribu­tions and redemptions in the Series Funds is via

Appendix 1 for additional information.

National Securities Clearing Corporation (NSCC), or in limited

Trades of Significant Size

instances, via a customized automated transmission. SSgA may also receive instructions via fax (manual trade instruction),

In accordance with the relevant Declaration of Trust for the

if necessary.

Commingled Funds, SSgA requests notice 15 days in advance of Trade Date for all plan-directed contributions or redemptions

AUTOMATED TR ADE INSTRUCTION

that are of significant size, as determined by SSgA. The

NSCC—We offer trading via NSCC for Series Funds that trade

thresholds that determine whether a trade is large enough to

on an “as-of” basis (i.e., until the specific deadlines noted below

warrant advanced notice vary by Series Fund and are updated

under “Notification Deadlines – Automated Trade Instruction,”

periodically. SSgA’s current thresholds will be published on

clients receive the unit price as of Trade Date, even if SSgA

Client’s Corner, our secure client website, at www.ssga.com.

receives trade notification after Trade Date). If you are not

Trading Agents without access to Client’s Corner will receive

currently trading via NSCC and would like to learn more, please

information regarding thresholds via email. Upon notification of

contact your SSgA Relationship Team. Appendix 1 (our NSCC

a pending large trade, SSgA will determine the potential impact

Fund/SERV Processing Procedures and Manual Processing

on the Commingled Fund(s) and coordinate an appropriate

Procedures) contains information that may be useful in

implementa­tion strategy that seeks to ensure that other partici-

understanding the requirements.

pants in the Commingled Fund(s) are not adversely affected. Please note that under the terms of the relevant Declaration

Proprietary Trading Feeds— For designated trading partners, we

of Trust, State Street as trustee reserves the right to satisfy

have established automated trading feeds. Where NSCC is not a

redemptions in-kind, in a combination of cash and in-kind,

viable trading option and trading volume is sufficient, SSgA may

solely in cash, may move assets into a segregated account, or

consider establishing proprietary trading feeds.

delay settlement.

MANUAL TR ADE INSTRUCTION

Additionally, per the relevant Declaration of Trust, brokerage

Fax—Trading partners who are not members of NSCC may

fees and other expenses incurred in connection with the

fax trades to SSgA. A daily fax will be required for each

purchase or sale of securities relating to or arising out of the

business day, even if there are no trades to communicate.

deposit of assets in a Series Fund or the withdrawal of assets

Standing instructions for cash wires will need to be established

from a Series Fund by a client may, at SSgA’s discretion, be

in advance.

charged directly to the client. The charge may be applied either by a corresponding unit adjustment or by a direct invoice.

NOTIFICATION DEADLINES

Trade Date is the date of record for the purchase or redemption

CONFIRMATION OF TR ADES / ACTIVIT Y REPORTING

of the Series Fund’s units. All deadlines are stated relative to

The form and timing of confirmation from SSgA will vary

Trade Date (“TD”), e.g., one day following trade date is TD+1.

depending on the manner in which the order was received, and in certain instances, by user preference.

Automated Trade Instruction

NSCC— SSgA begins accepting trades at 2:00 p.m. ET on Trade

Trade confirmation shall be provided by SSgA within 24 hours of

Date. The last NSCC cycle accepted by SSgA is 7:00 a.m. ET

execution or pricing, whichever is later. Activity reporting is also

on TD+1. Please refer to Appendix 1 for more details.

available on Client’s Corner at www.ssga.com.

Proprietary Trading Feeds— All trades must be received by 8:30

SSgA trade confirmations shall be deemed accurate unless

a.m. ET on TD+1, or by the deadline established in a mutually

written notification is provided to SSgA within ten (10) business

agreed upon operating agreement, if applicable.

days of Trade Date. If you do not receive a trade confirmation or cannot access Client’s Corner at www.ssga.com, contact your SSgA Relationship Team.

2

FUND OPERATING GUIDELINES FOR THE SSgA US BANK MAINTAINED COMMINGLED FUNDS—DC SERIES FUND EDITION

Automated Trades

instructions must include wire instructions on any request for

NSCC Confirmation— SSgA promptly confirms trades via

a redemption or liquidation.

NSCC provided that our nightly pricing cycle has been

TR ANSACTION FEES

completed. For example, if pricing is completed at 6:30 p.m.,

Please refer to Section 10: Commingled Fund Expenses.

confirmations for trades received prior to 6:30 p.m. will be withheld until that time. Confirmations for trades received after

IN-KIND CONTRIBUTIONS & REDEMPTIONS

the time that pricing has been completed will normally be sent

Clients contemplating in-kind transactions should contact their

immediately. Amendments to trades by SSgA, for any reason,

SSgA Relationship Team in advance to discuss the param­eters

after NSCC confirmation statements have been processed for

(date, amount, fund, direction). We also reserve the right to

the applicable time period will normally be released to the client

approve or reject client requests for in-kind contributions and

or their designated trade confirmation contact via fax.

redemptions from our Series Funds. Please be advised that

Proprietary Trading Feed Confirmation— Upon receipt of the

SSgA will require execution of a Non-Disclosure Agreement

trading data feed, SSgA promptly sends an automated response

before sharing a buy-list or carve-out of securities held within

confirming receipt and processing of trades.

our Commingled Funds.

Manual Trade Confirmation

Pursuant to the relevant Declaration of Trust, SSgA may require securities to be delivered in-kind in response to a contribution

Trade confirmations are sent via fax, typically on TD+1.

or redemption request that is of significant size relative to the Series Fund(s).

TR ADE SETTLEMENT

Wire instructions for our Series Funds are avail­able by

Please note, in-kind contributions and redemptions will receive

contacting your SSgA Relationship Team.

a transaction value using the closing market value on Trade

Settlement of cash related to buys into Series Funds is due on

Date of the in-kind securities, as determined by SSgA using its

TD+1 prior to the daily close of the FedWire Funds Service.

standard pricing sources as described in the valuation section in the relevant Declaration of Trust.

Redemptions and Liquidations from our Series Funds normally will settle on TD+1 in order to facilitate smooth transi­tions for the

OPER ATIONAL CONTACTS

defined contribution plan sponsor and the plan’s participants.

Client Trading Inquiries

Please note that although the circumstances that may delay

The communication of client trading (redemption/purchase

settlement beyond TD+1 are rare, our Series Fund Governing

activity) is managed by SSgA’s Shareholder Services team. A

Documents do allow for delayed settlement.

team contact list is appended as Appendix 2.

Wires for redemptions will be sent by 6:00 p.m. ET on settle­

General Operational Inquiries

ment date. We are able to send wires earlier in the day on a best-efforts basis upon request. Please contact your SSgA

Other questions of an operational nature can be addressed to

Relationship Team if you have further questions.

SSgA’s Client Advocacy Team within North America Investment Operations at [email protected].

Automated Trades

NSCC— Settlement will be facilitated by the NSCC, via their net

Section 2: SSgA Commingled Fund Valuation

settlement process.

SSgA employs best efforts to communicate Commingled Fund

Proprietary Trading Feeds— Proceeds from redemptions and

unit prices or Net Asset Values (“NAVs”) on a daily basis by 6:30 p.m. ET. NAVs are communicated via email.3 NAVs are

liquidations will be sent to the standing wire instructions on file

also available via the NSCC (provided that your organization

per the Transaction Security Agreement.

trades with SSgA via NSCC) and on SSgA’s Client’s Corner at www.ssga.com.

Manual Trades

Proceeds from redemptions and liquidations will be sent to the standing wire instructions on file per the Transaction Security Agreement. Trades for accounts with no standing wire 3

FUND OPERATING GUIDELINES FOR THE SSgA US BANK MAINTAINED COMMINGLED FUNDS—DC SERIES FUND EDITION

If SSgA determines that a NAV previously reported was materi­

Section 6: Audited Financial Statements and Internal Controls Examination

ally incorrect, we will communicate a revised NAV. On these

The Commingled Funds are audited annually by an independent

occasions, all transaction activity within the Commingled Funds

external auditor and operate on a December 31 fiscal year-end

is automatically reprocessed by SSgA at the revised NAV.

schedule. The audited financial statements are typically

VALUATION ERRORS

available during mid-April of the following year and posted on

SSgA recognizes the inconvenience and trade reprocessing

Client’s Corner (www.ssga.com) soon thereafter.

requirements that can arise as a result of a revised NAV. SSgA will review client claims and claims made on their behalf relating

SSgA’s internal controls are audited annually by an independent

to trade reprocessing that is a direct result of a revised NAV,

external auditor for the 12-month period ended June 30. Our

provided that all such requests are communicated to SSgA within

Service Organization Controls 1 (SOC 1, formerly a SAS-70 Type

90 days of notification of the NAV error. Your SSgA Relationship

II or SSAE 16) report is typically available in late August. Copies

Team can assist you by providing a list of necessary information

may be obtained by contacting your SSgA Relationship Team.

for claim submission and in submitting any such claim. Section 7: Class Action Filings & Settlements Section 3: Commingled Fund Security Level Holdings and other Fund Data

SSgA partners with the Commingled Funds’ custodian, State

Listings of the holdings of the Commingled Funds are posted on

able efforts to identify information regarding claims by using

a monthly basis on SSgA’s Client’s Corner (www.ssga.com). The

information which will be regularly provided by a variety of

files are available by the 5th business day post month-end.

third-party sources (including without limitation print media,

Street, for the filing of all class actions. State Street uses reason­

custodians, broker-dealers and plaintiffs’ counsel) accessed in

As a reminder, participants of the Series Funds own an

the ordinary course of State Street business. State Street will use

undivided proportionate beneficial interest in all of the assets

reasonable efforts to file applicable proofs of claim on behalf of

and liabilities of the Series Fund. This proportionate interest is

the Series Fund. Settlements received as a result of our filings

represented by units.

will be added to the Commingled Fund’s assets and contribute to

Additional detail, such as the number of participants (client

the Series Fund’s current net asset value and unit price.

accounts) in a Series Fund and the percentage of the Series

In the event that a Series Fund has closed, any settlements

Fund that your units represent, is available upon request.

received by the Series Fund subsequent to its closure will be allocated and distributed to the Series Fund’s final participants

Section 4: Income Distributions

according to SSgA policies and procedures.

Except for our money market funds, income is not distributed to fund participants and accumulates in the Series Fund,

Section 8: Department of Labor Form 5500 Filings

contrib­uting to the Series Fund’s NAV and unit price. A limited

Plan sponsors who file an information return (Form 5500) for

number of Series Funds, however, operate with a daily income

an employee benefit plan covered, or electing coverage, by the

accrual or interest rate factor, and in these cases income is

Employment Retirement Income Security Act of 1974 (“ERISA”)

generally credited to participant accounts monthly, on the last

may need to report additional information to the Department of

business day of each month.

Labor (“DOL”) regarding plan investments in Commingled Funds known as Direct Filing Entities (“DFEs”). State Street will file on

Section 5: Securities Lending Income

behalf of our DFEs with the DOL each applicable calendar year

For those clients participating in Series Funds that participate

in accordance with the Form 5500 instructions.

in securities lending, the lending income earned by the Series Fund is shared with the participants as outlined in the relevant

Please note that the DOL’s Instructions for Form 5500 indicate

fund declaration. For our Series Funds, securities lending

certain interest-bearing investments, such as STIF and money

income is not distributed to participants, but is regularly

market accounts are to be reported as Interest Bearing Cash

reinvested into the Series Fund, contributing to the Series

Accounts on Schedule H of Form 5500 rather than as an

Fund’s NAV and unit price.

interest in a collective trust fund. As a result, certain short-term

4

FUND OPERATING GUIDELINES FOR THE SSgA US BANK MAINTAINED COMMINGLED FUNDS—DC SERIES FUND EDITION

cash Series Funds have been categorized as Interest Bearing

a fund expense and disclosed in the Series Fund’s fund decla-

Cash Accounts and do not complete a direct filing with the DOL.

ration and class description. Total Annual Operating Expense Ratio and Expense Caps

Section 9: Fair Value Pricing

A description of each Series Fund’s Total Annual Operating

In order to ensure equitable treatment for participants in the

Expense Ratio can be found in the Series Fund’s class descrip-

Series Funds and in accordance with SSgA’s fair value proce-

tion. SSgA’s Series Funds may include expense caps, which

dures, SSgA may adjust security valuations to estimate a

limit the total amount of operating expenses that are borne by

security’s fair value if market quotations are not readily available

the fund participants. Such an expense cap, which is normally

for a security or if subsequent events suggest that a market

exclusive of the Series Fund’s management fee (if any) and

quotation is not reliable. The effect of fair value pricing is that

third-party service fees (if any), can also be found in the Series

securities may not be priced on the basis of quotations from the

Fund’s class description.

primary market in which they are traded or on recent or closing market prices, but rather may be priced by another method that

Transaction Costs

SSgA believes reflects fair value. SSgA may use a number of

Each time a security is bought or sold within the Series Fund or

factors to calculate the fair value of a security or may employ

received in or delivered out in-kind, the Series Fund’s custodian

a third-party service to estimate fair value adjustments to the

receives a fee to record and settle each trade. The cost per

local closing prices. By its nature, a fair value price is a good

security transaction largely depends on whether the securities

faith estimate of the valuation in a current sale and may differ

traded are US secu­rities, non-US securities or emerging market

from the market price realized in an actual sale. For more

securities. Each Series Fund’s fund declaration includes a

information about SSgA’s fair value pricing, please contact your

schedule that states the particular rate that is charged to

SSgA Relationship Team.

the Series Fund to cover these additional transaction costs. These charges are a component of the Total Annual Operating

Section 10: Commingled Fund Expenses

Expense Ratio discussed above.

There are a variety of direct and indirect fees and expenses that may be incurred related to operating SSgA Series Funds.

Administration Fee

A brief summary of certain of these expenses is listed below.

An administration fee that covers services such as custody and

More detailed information about the composition of a Series

shareholder services is accrued daily within the Series Fund’s

Fund’s fees and expenses is available in the Series Fund’s

Net Asset Value. The fee is either a set basis point rate, or if

class description, fund declaration, and most recent Audited

the majority of the Series Fund’s assets are invested in other

Financial Statement.

Commingled Funds, the fee is a set dollar amount. Each Series Fund’s fund declaration states the administration fee charged

Investment Management Fees

to such Series Fund and the Series Fund’s annual Audited

Investment management fees either may be paid outside of

Financial Statement indicates the actual amount charged by the

the Series Fund or may accrue and be paid directly from the

Series Fund.

Series Fund (“Net of Fee Fund”). For all Net of Fee Funds, the investment management fee is stated in each Series Fund’s

Audit Fee

class description and the specific fee charged to such Series

A separate fee is accrued daily to cover the cost of the

Fund for the most recent fiscal year can be found in the Series

Series Fund’s annual audit. The Series Fund’s annual Audited

Fund’s Audited Financial Statement.

Financial Statement indicates the actual amount charged by the Series Fund.

Third party Service Fee

Our Series Funds may pay compensation to third parties or

Other Fees

intermediaries for services that include, but are not limited to,

The Series Funds may also accrue and/or incur other fees in

record keeping, asset servicing, sub-accounting and communi-

addition to those noted above. Examples of such other fees

cation services. Such fees, if any, are typically accrued daily as

include, without limitation, indirect fees that may arise from one Series Fund owning units of another Commingled Fund and the

5

FUND OPERATING GUIDELINES FOR THE SSgA US BANK MAINTAINED COMMINGLED FUNDS—DC SERIES FUND EDITION

anti-dilution levy we call “market effect” that applies to certain contributions or withdrawals from our Commingled Funds. Please refer to the Series Fund Governing Documents and the Series Fund’s most recent annual Audited Financial Statement for additional information. 1

These operational guidelines pertain only to SSgA’s bank maintained Commingled Funds and do not pertain to any other products managed or advised by SSgA or its affiliates, including, but not limited to, our Exchange Traded Funds (ETFs), mutual funds, hedge funds or other privately offered funds.

2

NSCC trades will settle on Federal Reserve holidays if the NYSE is open.

3

 y use of all forms of electronic transmission of information, including e-mail, Client B accepts the risks associated with such transmissions and authorizes the use of such electronic communications. Client will be responsible for protecting its own systems and interests in relation to electronic communications and State Street shall not have any liability to Client or any other party, whether in contract, tort (including negligence) or otherwise, in respect of any error, damage, loss or omission arising from the interception, corruption, loss, destruction, late or incomplete arrival of information communicated electronically or from information communicated electronically being otherwise adversely affected or unsafe to use.

SSgA Global Entities Australia: State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered office: Level 17, 420 George Street, Sydney, NSW 2000, Australia Telephone: +612 9240-7600 • Facsimile: +612 9240-7611. Belgium: State Street Global Advisors Belgium, Office Park Nysdam, 92 Avenue Reine Astrid, B-1310 La Hulpe, Belgium. Telephone: 32 2 663 2036 • Facsimile: 32 2 672 2077. Belgium is a branch of State Street Global Advisors Limited. Canada: State Street Global Advisors, Ltd., 770 Sherbrooke Street West Suite 1200, Montreal, Quebec H3A 1G1 Canada and 30 Adelaide Street East, Suite 500, Toronto, Ontario, M5C 3G6 Canada. Dubai: State Street Bank and Trust Company (Representative Office), Suite 404 4th Floor, Building 4, Emaar Square, Dubai, United Arab Emirates. Telephone: +971 (0)4-4372800 • Facsimile: +971 (0)4-4372818. France: State Street Global

Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number 412 052 680. Registered office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. Telephone: (+33) 1 44 45 40 00 • Facsimile: (+33) 1 44 45 41 92. Germany: State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. Telephone +49 (0)89-55878-400 • Facsimile +49 (0)89-55878-440. Hong Kong: State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong • Telephone: +852 2103-0288 • Facsimile: +852 2103-0200. Japan: State Street Global Advisors, Japan, 9-7-1 Akasaka, Minato-ku, Tokyo Telephone +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Securities Investment Advisers Association, Investment Trust Association, Japan Securities Dealers’ Association. Ireland: State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered number 145221. Member of the Irish Association of Investment Managers. Italy: State Street Global Advisors Ltd., Sede Secondaria di Milano - Via dei Bossi, 4 20121 Milan, Italy. Telephone: +39 02 32066 100 • Facsimile: +39 02 32066 155. Netherlands: State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. Telephone: 31 20 7085600 • Facsimile 31 20 7085601, SSgA Netherlands is a branch of State Street Global Advisors Limited. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D), Telephone: +65 6826-7500 • Facsimile: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Telephone +41 (0)44 245 70 00 • Facsimile +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorised and regulated by the Financial Services Authority. Registered in England. Registered No. 2509928. VAT No. 5776591 81. Registered office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. Telephone: 020 3395 6000 • Facsimile: 020 3395 6350. United States: State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. Web: www.ssga.com

This material is solely for the private use of SSgA clients and is not intended for public dissemination. The views expressed in this material are the views of SSgA’s Investment Operations Group through the period ended December 17, 2012 and are subject to change based on market and other conditions. This document contains certain statements that may be deemed forward-looking statements. Please note that any such statements are not guarantees of any future performance and actual results or developments may differ materially from those projected. The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investor’s particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor. All material has been obtained from sources believed to be reliable. There is no representation or warranty as to the accuracy of the information and State Street shall have no liability for decisions based on such information. The information contained in this document is as of December 2012. SSgA generally delegates commodities management for separately managed accounts to SSgA FM, a wholly owned subsidiary of State Street and an affiliate of SSgA. SSgA FM is registered as a commodity trading advisor (“CTA”) with the Commodity Futures Trading Commission and National Futures Association. This communication is not specifically directed to investors of separately managed accounts (SMA) utilizing futures, options on futures or swaps. SSgA SMA clients should contact SSgA Relationship Management for important CTA materials.

State Street Global Advisors is the investment management business of State Street Corporation (NYSE: STT), one of the world’s leading providers of financial services to institutional investors.

© 2012 STATE STREET CORPORATION. ALL RIGHTS RESERVED.

www.ssga.com

6

ID1724-INST-3509 1212 Exp. Date: 12/31/2013

Appendix 1: SSgA’s NSCC Fund/SERV Processing Procedures and Manual Processing Procedures SERIES FUND EDITION | APPENDIX 1

The purchase, redemption and settlement of units of

4.

In advance of the on-boarding of the client’s assets, a Client

Series Funds will normally follow the Fund/SERV

Implementation Officer will be assigned to the event to

Processing Procedures below, and the rules and

opera­tionally assist the Trading Agent from the beginning stages including an initial test trade through the first live trade.

procedures of the NSCC shall govern the purchase, redemption and settlement of units through NSCC by

5.

Agent will directly coordinate agreement on which day will be

the defined contribution plan’s Trading Agent (defined in

the first Trade Date and Settlement Date.

the Transaction Security Agreement), typically the plan’s recordkeeper or third party administrator. In the event of equipment failure or technical malfunctions or the parties’ inability to otherwise perform transactions

When trading with SSgA, the following rules apply: 1.

(typically Cycle #10) on T+1 for value as of Trade Date.

the parties’ mutual consent to use manual processing,

Receipt by the Trading Agent or recordkeeper of any instructions from the defined contribution plan’s participants prior to

2.

The Trading Agent shall not cancel trades after 7 a.m. ET on T+1.

3.

All account and fund codes must be sent in Upper Case Letters.

the close of trading on any Business Day shall be deemed to be receipt by SSgA of such instructions solely for pricing purposes

The Trading Agent may send daily trades via NSCC as early as 2:00 p.m. ET on Trade Date but not later than 7 a.m. ET

pursuant to the FUND/SERV Processing Procedures, or the Manual Processing Procedures below will apply.

In advance of the first Trade Date, SSgA and the Trading

4.

The sender needs to use Code “0” in the Book/Physical

and shall cause purchases and sales to be deemed to occur at

Share Indicator Field in order for the trades to settle. A

the unit price for such Business Day, except as provided in 3(c)

settlement override can also be used to settle the trades.

of the Manual Processing Procedures. Each instruction shall be deemed to be accompanied by a representation by the Trading Agent that it has received proper authorization from each

5.

We can accept Record Types of 001 or 004.

a. If trades are sent before 12:00 a.m. ET on Trade Date

plan participant whose purchase or redemption transaction is

they must be sent as 001 and the auto route file id

effected as a result of such instruction.

is 02112363.

Information required for establishing trading 1.

SSgA supports DCC&S’s Fund/SERV, MFP, and Networking service level 0.

2.

SSgA’s Firm Number is 6511.

3.

SSgA will require the Trading Agent’s NSCC Firm Code so that we may link the client’s account(s) within our internal record keeping system to receive and confirm trades back to the Trading Agent. We may also request the Trading Agent’s NSCC Alpha Code to provide additional reporting.

b. If trades are sent after 2:00 a.m. ET on T + 1 they must be sent as 004 and the auto file id is 02110361. 6.

If the Trading Agent is unable to trade with us before 7:00 a.m. ET on T+1 via NSCC, there is an 8:30 a.m. ET on T+1 deadline for manual processing. The trade ticket needs to include: Trade Date, SSgA fund code, SSgA account code, dollar amount and transaction type. The trade ticket should also be signed by an authorized signer per the Transaction Security Agreement. Wire Instructions should be included

FUND OPERATING GUIDELINES FOR THE SSgA US BANK MAINTAINED COMMINGLED FUNDS—DC SERIES FUND EDITION

7.

8.

if the transaction type is a sell, unit sell or liquidation. The

Agent should revert to a manual process and submit the

trade ticket will need to be faxed to 617-204-0088.

trade to us via fax. See #6 above.

In the event of a discrepancy between any account or fund

2.

efforts basis to encourage the sender to submit a new trade

and fund codes, the account and fund codes shall take

to SSgA via fax. Refer to the instructions above in #6. The

precedence and govern.

Trading Agent is strongly encouraged to call one of the SSgA contacts listed in Appendix 2 once an NSCC rejection has

SSgA can not accept on-line registrations using B50 records

been detected.

because a physical contract between the client and SSgA must first be in place. 9.

As a courtesy, SSgA will contact the Trading Agent on a best

name indicated on the transaction request and the account

3.

received in good order by 8:30 a.m. ET on T+1.

Please note that selling down positions to zero dollars may cause a rejection due to rounding differences.

10. SSgA

Fund/SERV Processing Procedures

reserves the right to decline to process or delay the

1.

processing of an instruction which, if a transaction request,

Funds determine their net asset values (“Business Day”),

(defined as a particular group of assets identified by a single

SSgA shall accept, and effect changes in its records

account number) to be charged at the time SSgA is in

upon receipt of purchase and redemption instruc­tions

receipt of such transaction request, or (b) if initiating such

from the Trading Agent electronically through Fund/SERV

transaction request would cause SSgA, in SSgA’s sole

(“Instructions”) without supporting documentation from the

judgment, to exceed any wire transfer limits which are

participant. On each Business Day, SSgA shall accept for

applicable to SSgA. Furthermore, SSgA reserves the

processing any Instructions from the Trading Agent and shall

right to decline to process or delay the processing of an

process such Instructions in a timely manner.

instruction if SSgA, in good faith, is unable to satisfy itself that the instruction has been properly authorized.

2.

SSgA shall perform any and all duties, functions, proce­ dures and responsibilities established by the NSCC. SSgA

shall use reasonable efforts to act on authorized

shall conduct each of the foregoing activities in a compe-

requests to cancel or amend instructions received in

tent manner and in compliance with (a) all applicable laws,

compliance with the Security Procedure that has been

rules and regulations, including NSCC Fund/SERV rules

elected on the client’s Transaction Security Agreement

and proce­dures relating to Fund/SERV; (b) the then-current

(TSA), provided that such requests are received in a timely

relevant fund declaration and class description relating to

manner. However, SSgA assumes no liability if the request

the appli­cable Series Fund; and (c) any provision relating

for amendment or cancellation cannot be satisfied. 12. SSgA

On each business day that the New York Stock Exchange (the “Exchange”) is open for business on which the Series

(a) is in excess of the actual balance in the “Account”

11. SSgA

SSgA does not offer “price protection”. All trades must be

to Fund/SERV in any other agreement of SSgA that would

shall assume no responsibility for failure to detect

affect its duties and obligations.

any erroneous instruction provided that SSgA complies

3.

with the “Instruction” (defined in the TSA) as received

Confirmed trades and any other information provided by SSgA to the Trading Agent through Fund/SERV shall be

and SSgA complies with the Security Procedure. The

accurate, complete and in the format prescribed by the

Security Procedure is established for the purpose of

NSCC.

authenticating instructions only and not the detection of errors in instructions.

4.

Trade information provided by the Trading Agent to SSgA through Fund/SERV shall be accurate, complete and in the format prescribed by the NSCC. All Instructions by the

Should your NSCC trade be rejected, please know the following: 1.

Trading Agent regarding each Fund/SERV Account shall be

The Trading Agent should not resubmit the trade via NSCC,

true and correct and will have been duly authorized by the

particularly if Cycle 10 has past. Resubmitting the trade will

registered holder.

very likely generate another rejection. Instead, the Trading

8

FUND OPERATING GUIDELINES FOR THE SSgA US BANK MAINTAINED COMMINGLED FUNDS—DC SERIES FUND EDITION

5.

For each Fund/SERV transaction, the Trading Agent shall

daily determination of Unit Price for each Series Fund (i.e.,

provide SSgA with all information necessary or appropriate

the Close of Trading) on Trade Date.

to establish and maintain each Fund/SERV transaction

a. It is understood by the parties that all Instructions from

(and any subse­quent changes to such information), which

the plan’s participants shall be received and processed by

the Trading Agent hereby certifies is and shall remain true

the Trading Agent in accordance with its standard trans-

and correct. The Trading Agent shall maintain documents

action processing procedures. The Trading Agent or its

required by the Series Funds to effect Fund/SERV transac­

designees shall maintain records sufficient to identify the

tions. The Trading Agent certifies that all Instructions

date and time of receipt of all Plan participant transac-

delivered to SSgA on any Business Day shall have been

tions involving the Series Funds and shall make or cause

received by Trading Agent or recordkeeper from the defined

to be made such records available upon reasonable

contribution plan’s partici­pants by the close of trading

request for examination by the Series Funds or its desig-

(generally 4:00 p.m. Eastern Time (“ET”)) on the Exchange

nated repre- sentative or, by appropriate governmental

(the “Close of Trading”) on such Business Day and that any

authorities. Under no circumstances shall the Trading

Instructions received by it after the Close of Trading on any

Agent change, alter or modify any Instructions received by

given Business Day will be transmitted to SSgA on the next

it in good order.

Business Day.

b. F  ollowing the completion of the transmission of any Instructions by the Trading Agent to SSgA by the

Manual Processing Procedures 1.

On each Business Day, the Trading Agent or recordkeeper

Instruction Cutoff Time, the Trading Agent will verify that

may receive Instructions from the plan’s participants for the

the Instruction was received by SSgA.

purchase or redemption of units of the Series Funds based

c. In the event that an Instruction transmitted by the Trading

solely upon receipt of such Instructions prior to the Close

Agent on any Business Day is not received by SSgA by

of Trading on that Business Day. Instructions in good order

the Instruction Cutoff Time, due to mechanical difficul-

received by the Trading Agent or recordkeeper prior to the

ties or for any other reason beyond the Trading Agent’s

Close of Trading on any given Business Day (generally, 4:00

reasonable control, such Instruction may nonetheless

p.m. ET [the “Trade Date”]) and transmitted to SSgA by no

be treated by SSgA, at its discretion, as if it had been

later than 8:30 a.m. ET the Business Day following the Trade

received by the Instruction Cutoff Time, provided that

Date (“Trade Date plus One” or “T+1”), will be executed

the Trading Agent retransmits such Instruction by noti-

at the NAV (“Unit Price”) of each applicable Series Fund,

fying via telephone SSgA’s Shareholder Services Team

determined as of the Close of Trading on the Trade Date. 2.

prior to 8:30 a.m. ET on T+1 that a facsimile transmis-

By 6:30 p.m. ET on each Trade Date (“Price Communication

sion concerning the Instruction will be sent and such

Time”), SSgA will use its best efforts to communicate to

Instruction is received by Shareholder Services no later

the Trading Agent and/or recordkeeper via electronic trans-

than 9:00 a.m. ET on T+1.

mission acceptable to all parties, the Unit Price of each

d. W  ith respect to all Instructions, SSgA’s Shareholder

applicable Series Fund, as well as dividend and capital gain

Services will manually adjust a Series Fund’s records

information and, in the case of Series Funds that credit a

for the Trade Date to reflect any Instructions sent by the

daily dividend, the daily accrual or interest rate factor, deter-

Trading Agent.

mined at the Close of Trading on that Trade Date. 3.

e. B  y no later than 4:00 p.m. on T+1, and based on the

As noted in Paragraph 1 above, by 8:30 a.m. ET on T+1

infor­mation transmitted to SSgA pursuant to Paragraph

(“Instruction Cutoff Time”) and after the Trading Agent has

3(c) above, the Trading Agent will use its best efforts to

processed all approved transactions, the Trading Agent will

verify that all Instructions provided to SSgA on T+1 were

transmit to SSgA via facsimile, or by a method acceptable

accurately received and that the trades for each account

to the Trading Agent and SSgA, a report (the “Instruction

were accu­rately completed and the Trading Agent will use

Report”) detailing the Instructions that were received by

its best efforts to notify SSgA of any discrepancies.

Trading Agent or recordkeeper prior to the Series Funds’

9

FUND OPERATING GUIDELINES FOR THE SSgA US BANK MAINTAINED COMMINGLED FUNDS—DC SERIES FUND EDITION

4.

As set forth below, upon the timely receipt from the Trading

redemptions as required by law or otherwise defined

Agent of the Instructions, the Series Fund will execute the

under the terms of the Series Funds’ relevant Declaration

purchase or redemption transactions (as the case may be)

of Trust or other Series Fund Governing Documents.

at the Unit Price for each Series Fund computed as of the

Settlements shall be in US dollars.

Close of Trading on the Trade Date.

b. S  SgA will provide the Trading Agent with all written confir-

a. E xcept as otherwise provided herein, all purchase and

mations required under federal and state securities laws.

redemption transactions will settle on T+1. Settlements

c. O  n any Business Day when the Federal Reserve Wire

will be through net Federal Wire transfers to an omnibus

Transfer System is closed, all communication and

settlement account if for a trade that typically would have

processing rules will be suspended for the settlement

been sent via NSCC, or to an account for the designated

of Instructions. Instructions will be settled on the next

Series Fund or client strategy if for a trade that is routinely

Business Day on which the Federal Reserve Wire Transfer

processed via fax. In the case of Instructions which

System is open. The original T+1 Settlement Date will

constitute a net purchase order, settle­ment shall occur by

not apply. Rather, for purposes of this Paragraph 4(c)

the Trading Agent or its designee initiating a wire transfer

only, the Settlement Date will be the date on which the

by 1:00 p.m. ET on T+1 to the custodian for the Series

Instruction settles.

Fund for receipt by the Series Funds’ custodian by no later than the Close of Business at the New York Federal

d. T  he Trading Agent shall, upon receipt of any confirmation

Reserve Bank on T+1, using its reasonable best efforts

or statement concerning the accounts by such method

to cause the remittance of the requi­site funds to SSgA to

acceptable to SSgA and the Trading Agent, verify

cover such net purchase order. In the case of Instructions

the accuracy of the information contained therein

which constitute a net redemption order, settlement shall

against the informa­tion contained in the Trading Agent’s

occur by SSgA using its reason­able best efforts to cause

internal record-keeping system and shall promptly advise

the remittance of the requisite funds to cover such net

SSgA in writing of any discrepancies between such

redemption order by Federal Funds Wire on T+1, provided

information. SSgA and the Trading Agent shall

that the Series Fund reserves the right to (i) delay settle-

cooperate to resolve any such discrep­ancies as soon

ment of redemp­tions for up to seven (7) Business Days

as reasonably practicable.

after receiving a net redemption order, or (ii) suspend

10

Appendix 2: Shareholder Services Team, Boston SERIES FUND EDITION | APPENDIX 2

Head: Youlia Bowerman Office phone: 617-664-7410

Defined Contribution—Trade Placement & Confirmation Contacts

Cell: 617-259-8455

Email: [email protected]

Email: [email protected]

Name

Telephone

Hours (ET)

Anthony Marchesiani (Team Leader)

617-664-2470

7:00 am – 3:00 pm

Alexia Saengsavang

617-664-4989

7:00 am – 3:00 pm

Ken Li

617-664-1158

7:00 am – 3:00 pm

Amy Liang

617-664-9225

7:00 am – 3:00 pm

Fax for Contributions and Redemptions: 617-204-0088

Pricing Contacts*

Email: [email protected] Name

Telephone

Hours (ET)

Kevin Tran

617-664-0870

11:30 am – 7:30 pm

Arman Palian

617-664-8499

11:30 am – 7:30 pm

Dennis Mackey (Manager)

W: 617-664-5652 C: 857-350-5295

9:00 am – 5:00 pm

*Please note the Pricing Team members are also available as trade confirmation contacts.

Updated December 2012.

Essential SSgA

FEBRUARY 2013

Overview of US-Domiciled Commingled Funds and US-Managed Separately Managed Accounts

Table of Contents Introduction.................................................................................................................. 4 Section I. SSgA US-Domiciled Commingled Funds................................................ 5 How are SSgA’s US-domiciled Commingled Funds organized?.......................................... 5 What are the governing documents for SSgA’s Commingled Funds?................................. 5 What are the different types of Commingled Funds and who can invest in each?................................................................................................... 6 Who owns the assets of a Commingled Fund?.................................................................. 7 Who manages the assets in a Commingled Fund?............................................................ 7 How does a Commingled Fund implement its investment strategy?.................................. 7 How and when may I invest in or withdraw from a Commingled Fund?............................. 8 What fees and expenses are associated with an investment in a Commingled Fund?................................................................................................... 8 Do the Commingled Funds participate in securities lending programs?............................. 9 What is SSgA’s policy on proxy voting for the Commingled Funds?.................................. 10 Who provides custodial services for the Commingled Funds?......................................... 10 What are tax considerations with respect to an investment in a Commingled Fund?................................................................................................. 10

Section II. SSgA US-Managed Separately Managed Accounts........................... 12 What are the governing documents for SSgA’s US-managed Separately Managed Accounts?....................................................................................................... 12 Who manages the assets in a Separately Managed Account?......................................... 12 How does a Separately Managed Account implement its investment strategy?....................................................................................................... 13

2

How do I invest in or withdraw from a Separately Managed Account?............................. 13 What fees and expenses are associated with an investment in a Separately Managed Account?........................................................................................................ 13 Can Separately Managed Accounts participate in securities lending programs?.............. 13 Who provides custodial services for a Separately Managed Account?.............................. 14 What is SSgA’s policy on proxy voting for Separately Managed Accounts?....................... 14 Does SSgA have a UBTI policy for Separately Managed Accounts?................................. 14

Section III. General Information Relating to US-Domiciled Commingled Funds and US-Managed Separately Managed Accounts and Information Regarding SSgA’s Policies........................................................................................................... 15 Who oversees SSgA’s actions regarding US-domiciled Commingled Funds and US-managed Separately Managed Accounts?................................................................. 15 What are SSgA’s policies with regard to risk management?............................................. 16 What is SSgA’s policy on directed/restricted brokerage?.................................................. 17 What is SSgA’s best execution policy, including with respect to FX transactions?............................................................................................................. 18 Do Commingled Funds and Separately Managed Accounts invest in derivatives and FX transactions?..................................................................................... 18 What is SSgA’s policy on the use of soft dollars?............................................................. 19 What is SSgA’s policy on cross trading?.......................................................................... 20 Does SSgA have an anti-money laundering program?..................................................... 20 Does SSgA have a Code of Ethics?................................................................................. 20 Describe SSgA’s Compliance Program............................................................................ 21 Does SSgA maintain insurance?..................................................................................... 21 Please describe potential conflicts of interest................................................................. 22

3

ESSENTIAL SSgA: OVERVIEW OF US-DOMICILED COMMINGLED FUNDS AND US-MANAGED SEPARATELY MANAGED ACCOUNTS

Introduction State Street Global Advisors (“SSgA”) is a division of State Street

relationship manager upon request, or (in the case of existing

Bank and Trust Company (“SSBT”) and is the asset management

investors only) are available on Client’s Corner (www.ssga.

business of State Street Corporation (“State Street”).

com). Such information should be read in conjunction with the information presented in this brochure. To the extent that the

SSgA provides fiduciary and investment management services

terms of this brochure conflict with the terms of any Governing

for client accounts (“Separately Managed Accounts”), common

Document, the terms of the Governing Document shall control

trust funds (“CTFs” or “Common Trust Funds”) and collective

and prevail. The information provided in this brochure does not

investment trusts (“ERISA Funds,” and together with the CTFs,

constitute investment advice and it should not be relied on as

“Commingled Funds”), and other unregistered investment

such. This brochure should not be considered a solicitation to

vehicles. SSgA itself, as a division of SSBT, is not required to

buy, or an offer to sell, a security. Additionally, this brochure

register with the US Securities Exchange Commission (“SEC”)

does not take into account any investor’s particular investment

as an investment adviser, although other SSgA affliliated entities

objectives, strategies, tax status or investment horizon. SSgA

are registered. Through SSBT, SSgA is registered as a municipal

encourages you to consult your tax or financial adviser. Finally,

adviser, and as a result of the Dodd-Frank Wall Street Reform

to the extent that any information contained in this brochure

and Consumer Protection Act of 2010, SSgA or its affiliates may

conflicts with statements made in any RFP or RFI, the

be required to register with additional regulatory agencies in

applicable RFP or RFI shall prevail.

the future.

Our organization and industry are continually changing and

The information presented here is intended to provide

evolving. As a result, we review our policies and procedures

an overview of the management and oversight of SSgA’s

to evaluate their continued effectiveness. Accordingly, we may

US-managed Separately Managed Accounts and US-domiciled

amend our policies and procedures as well as this brochure

Commingled Funds. It is not desgined to cover other investment

from time to time.

vehicles such as SSgA’s mutual funds registered under the Investment Company Act of 1940, as amended (the

The rights and obligations of SSgA and its clients are determined

“Investment Company Act”), or exchange traded funds. More

solely by reference to the agreements and Governing Documents

specific information about SSgA’s Commingled Funds is also

related to the investment product in question, and not by this

included in the Governing Documents (as defined below),

brochure. Nothing in this brochure shall be read or construed as

which are provided to you prior to making an investment into

creating any right, duty, obligation, or liability for SSgA or any of

a Commingled Fund, and are also available from your SSgA

its affiliates or be legally binding on SSgA or any of its affiliates.

4

ESSENTIAL SSgA: OVERVIEW OF US-DOMICILED COMMINGLED FUNDS AND US-MANAGED SEPARATELY MANAGED ACCOUNTS

Section I. SSgA US-Domiciled Commingled Funds How are SSgA’s US-domiciled Commingled Funds organized?

SSgA’s US-domiciled Commingled Funds are trusts established pursuant to Massachusetts statutory and common law, and each is operated as a collective investment trust that typically pools the assets of various entities to create a larger, diversified portfolio of assets managed collectively in accordance with a common investment strategy. Each Commingled Fund is its own legal entity, separate from SSgA, other Commingled Funds and Separately Managed Accounts managed by SSgA, and clients who invest in the Commingled Funds. Investors in the Commingled Funds own an undivided and proportionate beneficial interest in all of the assets and liabilities of a Commingled Fund. This proportionate interest is represented by units, and a Commingled Fund can issue an unlimited number of units to be owned by beneficial owners. Each unit generally has the same rights as every other unit in a Commingled Fund. However, some of SSgA’s ERISA Funds issue different classes of units, each of which reflects a different level of investment management, administrative and other services, and related fees that will be borne by the beneficial owner. Ownership of units generally does not confer voting or management rights on beneficial owners, and the Commingled Funds do not hold unitholder meetings or other meetings of beneficial owners. While beneficial owners may not transfer their units, they may redeem their units, subject to the terms of the specific Commingled Fund’s Governing Documents, as defined and described in more detail below. As trustee of each Commingled Fund, SSgA has authority over management and operation of the Commingled Fund, and, unlike some other pooled investment vehicles, the Commingled Funds have no boards of directors with independent members providing oversight of SSgA’s services as manager and trustee. What are the governing documents for SSgA’s Commingled Funds?

SSgA and its clients who invest in a US-domiciled Commingled Fund are bound by the provisions of certain documents (the “Governing Documents”) for the Commingled Fund in which that client invests. The Governing Documents may be amended from time to time and are incorporated by reference into client contracts, including participation agreements, investment management agreements and agreements of trust. Moreover, US tax regulation requires US pension, profit sharing, and stock bonus plans and certain other plans (“Benefit Plan Investors”) that participate in SSgA’s ERISA Funds to adopt the Governing Documents as part of their own trust documents. SSgA provides copies of Governing Documents to clients prior to their investment in a Commingled Fund, as well as upon request. In the case of existing investors only, copies of the Governing Documents are also available on Clients Corner at www.ssga.com.

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ESSENTIAL SSgA: OVERVIEW OF US-DOMICILED COMMINGLED FUNDS AND US-MANAGED SEPARATELY MANAGED ACCOUNTS

Each Commingled Fund is governed by the following

owner and also to Separately Managed Account clients, as

Governing Documents:

applicable and if available. In each SDD, you will find:

•

Declaration of Trust. Each Declaration of Trust creates a trust

•

under which various Commingled Funds are established

disclosure applies;

and sets forth the basic operating structure for all of the •

Commingled Funds established under that trust. The be created as part of the trust upon execution of a Fund

•

given set of strategies, including investment objective and

treated as a separate trust, or “sub-trust,” and is governed by

principal investments; •

selected risk factors; and

•

an Individual Strategy Overview (as described below) for

Declaration. The Declaration of Trust establishes the rights and responsibilities of SSgA, as trustee, and of each beneficial

each investment strategy represented in the SDD.

owner. Please refer to the Fund Declaration for the name of the Declaration of Trust applicable to your Commingled Fund(s).

The “Individual Strategy Overviews” included at the back of

Fund Declaration. SSgA may establish an individual

an SDD identify important information unique to each

Commingled Fund by executing a Fund Declaration. The

underlying strategy, including composite returns, benchmark

Fund Declaration highlights the aspects of the Commingled

performance, and information about “key facts” associated

Fund that make it different from other Commingled Funds,

with the individual strategy.

including its investment objective and strategy, fees and

What are the different types of Commingled Funds and who can invest in each?

expenses, and opening frequency. The Fund Declaration for each Commingled Fund incorporates a specific Strategy

As discussed in the introduction to this brochure, SSgA provides

Disclosure Document, as described below.

fiduciary and investment management services to Separately

Class Description. In addition, SSgA, as trustee, may divide a

Managed Accounts, CTFs, ERISA Funds, and other unregistered

Commingled Fund into one or more classes of units, each

investment vehicles. Set out below is a description of SSgA’s

with its own fees and expenses. Each class is established

CTFs and ERISA Funds.

pursuant to a Class Description, which sets forth any

•

an investment overview of the portfolios governed by the

Declaration, described below. Each Commingled Fund is the terms of a Declaration of Trust and corresponding Fund

•

a product profile outlining the investment philosophy and process for the strategy group represented by the SDD;

Declaration of Trust provides that Commingled Funds may

•

the collection of related investment strategies to which the

requirements for eligibility for participation in the class as well

What is an ERISA Fund?

as fees and expenses associated with investment in that class

An “ERISA Fund” is a pool of SSgA’s Benefit Plan Investor

of units. The Class Description should be read in conjunction

clients’ assets. The ERISA Funds are established to facilitate

with the Commingled Fund’s Declaration of Trust and

the collective investment of these clients’ assets following a

Fund Declaration.

common investment strategy. In order to invest in an ERISA Fund, a Benefit Plan Investor must enter into an agreement with

Strategy Disclosure Document (“SDD”). This document was

SSgA whereby it appoints SSgA as a fiduciary and investment

developed by SSgA to provide investors in the Commingled

manager of assets in its benefit plan. Pursuant to that

Funds with additional information about core characteristics,

agreement, SSgA then purchases units of an ERISA Fund for

attributes and risks associated with a number of related

the benefit of the Benefit Plan Investor.

investment strategies which SSgA implements through Commingled Funds and also through Separately Managed

Who can invest in SSgA’s ERISA Funds?

Accounts. The SDD forms a part of the SSgA Commingled

ERISA Funds are generally available to: (i) a US pension or

Fund documentation package provided to each beneficial

profit sharing plan qualified within the meaning of §401(a) of the

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ESSENTIAL SSgA: OVERVIEW OF US-DOMICILED COMMINGLED FUNDS AND US-MANAGED SEPARATELY MANAGED ACCOUNTS

Internal Revenue Code of 1986, as amended (the “Code”); (ii) a

owner owns an undivided interest in the Commingled Fund’s

US governmental pension plan or unit described in §818(a)(6) of

assets, but no beneficial owner directly owns any particular

the Code, such as a state or municipal plan; or (iii) a segregated

security, instrument or other asset in which the Commingled

asset account maintained by a life insurance company

Fund has invested.

consisting exclusively of investors described in (i) and (ii) above.

Who manages the assets in a Commingled Fund?

What is a Common Trust Fund (CTF)?

SSgA manages and administers each Commingled Fund’s

A “Common Trust Fund” is a pool of SSgA’s discretionary trust

assets according to the terms of the particular Commingled

clients’ assets. A CTF facilitates the collective investment of

Fund’s Governing Documents (discussed in more detail above).

these clients’ assets in accordance with a common investment

In the case of certain Commingled Funds, SSgA as trustee

strategy. Typically, discretionary trust clients establish a separate

may either delegate investment advisory services to affiliates

grantor trust with SSgA pursuant to an agreement of trust. As

of SSgA, or may hire affiliates of SSgA as sub-advisers to

discretionary trustee of the grantor trust SSgA has investment

provide investment advisory services to such Commingled

management discretion over the trust assets and may contribute

Funds. In either case, any such delegation to, or hiring of, an

the trust assets to any CTF with an investment objective that is

affiliate of SSgA to provide investment advisory services to a

consistent with the trust client’s investment strategy.

Commingled Fund is subject to SSgA’s approval and continuing

Who can invest in a Common Trust Fund?

oversight. The following list includes US and non-US affiliates

The following can invest in SSgA’s CTFs: (i) an entity exempt

of SSgA that currently provide investment advisory services for

from US income tax under any provisions of the Code and/

certain Commingled Funds:

or any employee benefit or similar plan created by such entity;

•

or (ii) any entity that is otherwise not subject to US income tax

SSARIS Advisors, LLC, a managed futures and fund of hedge

funds manager registered as an investment adviser with

and/or any employee benefit or similar plan created by such

the SEC.

entity (except any such plan that consists of assets that are participant-directed). This generally includes foundations,

•

endowments and other charitable organizations under Code

State Street Global Advisors Limited, a limited liability company

incorporated under the laws of England and Wales.

§501(c)(3), voluntary employee beneficiary associations (“VEBAs”) under Code §501(c)(9), certain employee health and welfare plans, and foreign governments and entities not taxable in the US

•

State Street Global Advisors Asia Limited

•

State Street Global Advisors France S.A.

How does a Commingled Fund implement its investment strategy?

Can non-US entities invest in the Commingled Funds?

The ERISA Funds are limited to Benefit Plan Investors. However,

Commingled Funds may implement a variety of investment

assets of trusts created by non-US institutional investors that are

strategies. These may include direct and indirect investment

generally not subject to US taxation may be invested in

in securities and other instruments or assets (e.g., futures

the CTFs.

and swaps) subject to compliance with the Commingled

Please see “What are Tax Considerations with Respect to

Fund’s Governing Documents. These strategies may also

Investments in a Commingled Fund?” for a discussion of some

include investment in units of other Commingled Funds whose

of the tax considerations relevant to a non-US investor.

investment objectives fit within the investing Commingled Fund’s objectives. Depending on a Commingled Fund’s investment

Who owns the assets of a Commingled Fund?

strategy, investing in the units of other Commingled Funds

SSgA serves as the trustee of each Commingled Fund and holds

may provide for greater efficiencies in the management of

title to the assets in each Commingled Fund for the exclusive

the particular Commingled Fund. In addition, a Commingled

benefit of the beneficial owners (i.e., its clients). Each beneficial

Fund may invest in other funds that are registered under the

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ESSENTIAL SSgA: OVERVIEW OF US-DOMICILED COMMINGLED FUNDS AND US-MANAGED SEPARATELY MANAGED ACCOUNTS

Investment Company Act and advised by affiliates of SSgA,

fee, an investment management fee is not also charged at the

subject to compliance with applicable laws (including ERISA)

underlying Commingled Fund level, although the Cash Collateral

and the Commingled Fund’s Governing Documents. The

Funds managed by SSgA may charge their own investment

Commingled Fund would have a pro rata exposure to the

management fees. Subject to applicable laws (including ERISA),

investments and risks of any other commingled or registered

certain Commingled Funds may be permitted to invest in money

fund in which it invests and bear a proportionate share of fees

market funds registered under the Investment Company Act

and expenses. In accordance with its Governing Documents,

and advised by an SSgA affiliate. In such cases, any investment

a Commingled Fund also may directly invest in cash or other

management fee charged by the investing Commingled Fund

short-term fixed income investments.

will not be applied to the portion of the Fund’s assets invested in any such money market fund.

SSgA may also invest the assets of some ERISA Funds in Common Trust Funds with complementary investment strategies.

Other fees and expenses

Certain Commingled Funds may engage in securities lending

Each Commingled Fund may be charged an administration fee

and may invest cash collateral received from the borrowers

and transaction costs to be paid by the Fund to SSBT or its

in a series of cash collateral pools managed by SSgA

affiliates. The administration fee includes fees and expenses

(“Cash Collateral Funds”) in accordance with the Governing

paid by the fund for custodial and related shareholder services

Documents. (Please see the discussion below under “Do the

provided to the Commingled Fund, such as the calculation

Commingled Funds participate in securities lending programs?”

of the net asset value. These amounts are disclosed in each

for additional information.)

Commingled Fund’s Governing Documents and audited financial statement. For more information regarding SSBT’s custodial

How and when may I invest in or withdraw from a Commingled Fund?

services, please see the section entitled “Who provides custody

Please refer to “Fund Operating Guidelines for SSgA US Bank

incur certain expenses and fees related to purchases and

Maintained Funds-CTF & DB/ERISA Fund Edition” or the

redemptions of units, including transaction costs as well as

“Fund Operating Guidelines for the SSgA US Bank Maintained

an annual audit fee and index fees (except to the extent that

Commingled Funds-Defined Contribution Series Fund Edition”

expenses and the other effects of transacting are charged

(collectively and individually, the “Fund Operating Guidelines”),

directly to the underlying clients) and third party service fees

as applicable, for answers to this and other operations-specific

paid to third parties and intermediaries for services such as

questions. In the case of existing investors only, copies of the

record keeping and sub-accounting.

for the Commingled Funds?”. Commingled Funds may also

Fund Operating Guidelines are available on Client’s Corner

Additionally, please refer to the appropriate Fund Declaration

(www.ssga.com). You may also request a copy of the Fund

for further detail about fees and expenses associated with an

Operating Guidelines from your SSgA relationship manager.

investment in a Commingled Fund. A summary of these fees and information regarding externalization of transaction costs

What fees and expenses are associated with an investment in a Commingled Fund?

(also known as “market effect”) can also be found in the Fund

Investment management fees

Operating Guidelines.

SSgA generally charges clients directly for providing fiduciary

It is the responsibility of the client or the client’s independent

and investment management services and such fees are usually

fiduciary to determine, on an ongoing basis, whether fees are

negotiated directly with the client. However, SSgA also charges

reasonable. When SSgA is establishing a new relationship

investment man­agement fees directly to specified ERISA Funds,

with a client with respect to an investment strategy, SSgA is

particularly those utilized by participant directed plans (e.g.,

not a fiduciary to the client at the time of contract negotiation

401(k) plans). If SSgA charges a Commingled Fund investing

(including the fee it will receive for its services) with the client.

in another Commingled Fund an investment management

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ESSENTIAL SSgA: OVERVIEW OF US-DOMICILED COMMINGLED FUNDS AND US-MANAGED SEPARATELY MANAGED ACCOUNTS

Do the Commingled Funds participate in securities lending programs?

Funds receive a fee or “loan premium” from the borrower. The

As permitted under the Governing Documents, depending on

market value of the borrowed securities. In cases where a loan

the particular investment strategy, SSgA offers both “securities

premium is paid to a Securities Lending Commingled Fund,

lending” and “non-lending” Commingled Funds. SSBT acts as

it is generally split in the same proportion as the investment

the securities lending agent for the Commingled Funds pursuant

return from the Cash Collateral Funds. SSgA and SSBT have no

to a securities lending authorization agreement between SSgA

obligation to effect a lending transaction that may be profitable

on behalf of the Commingled Funds and SSBT as securities

to a Securities Lending Commingled Fund, but would, after

lending agent.

bearing the costs of the transaction, not be profitable to SSgA or

loan premium is calculated on a daily basis by reference to the

SSBT. SSgA may from time-to-time establish minimum income

Securities Lending Commingled Funds make securities available

thresholds for lending transactions for a Securities Lending

to other entities who borrow them for their own investment

Commingled Fund.

strategies or business needs. In most cases, a securities borrower is a financial intermediary, such as a broker, dealer

The Securities Lending Commingled Funds’ portion of the

or market maker. In exchange for borrowing the securities,

investment return from the Cash Collateral Funds is distributed

borrowers post collateral of between 102% and 105% of the

directly to the beneficial owners and is not reflected as income

value of the loaned securities. The posted collateral is typically

to the Securities Lending Commingled Funds. SSgA believes this

in the form of cash but in certain instances may be in the

is an important factor in determining investment performance

form of non-cash collateral. The collateral is returned when the

and that using returns from a securities lending program

borrower returns the loaned securities. The collateral amount is

could skew performance and tracking error, and may obscure

marked-to-market daily, which means the amount of collateral

transparent, accurate reporting of performance. Typically SSgA’s

is reconciled every day. If collateral levels are insufficient for

clients utilize the income they earn from securities lending to

a particular loan (i.e., under the 102% or 105% limit), the

offset management fees. If the income earned exceeds the

borrower is required to provide more collateral. If the loan

management fee, the excess balance may be wired out to the

is over-collateralized, the lending agent returns some of the

client or reinvested by the client into the Commingled Fund.

collateral to the borrower.

The primary exception to this option is in SSgA’s ERISA Funds that are available to defined contribution plans (“Series Funds”),

SSgA invests cash collateral received by the Securities Lending

where, due to operational barriers, the portion of the investment

Commingled Funds in the Cash Collateral Funds also managed

return from the Cash Collateral Funds earned by the Series

by SSgA. The investment return from these Cash Collateral

Funds is included in the performance of the Series Funds (i.e.,

Funds is split among: (i) the borrower, who receives a “rebate”

the portion of the investment return earned by the Series Funds

(i.e., an interest rate paid to the borrower on cash collateral,

is reflected as income to the Series Fund and is additive to the

which is typically below the risk-free rate and reflects the

net asset value of the Series Fund).

demand value of the loaned securities), (ii) the beneficial owners of the Securities Lending Commingled Funds (or the Series

Due to the operational nature of the securities lending program

Fund itself, as defined in the paragraph below), and (iii) SSgA.

and the investments that may be held in the Cash Collateral

The investment return from the Cash Collateral Funds after

Funds, there is a risk that in the event of market disruption and

payment of the rebate is generally split 70%/30% between

illiquidity, SSgA may need to implement measures to protect the

the beneficial owners of the Securities Lending Commingled

interests of all investors in the Securities Lending Commingled

Funds (or directly in the case of the Series Funds) (70%), and

Funds, as was the case during the most recent financial crisis.

SSgA (30%). In certain cases, clients may negotiate a different

Existing investors in the Securities Lending Commingled

fee split arrangement with SSgA. Any non-cash collateral that

Funds (including the Series Funds) can find important

is posted may include, among other things, government debt,

information on Client’s Corner (www.ssga.com) regarding the

corporate debt, equities and bank instruments. If the borrower

securities lending program, including information on risks and

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ESSENTIAL SSgA: OVERVIEW OF US-DOMICILED COMMINGLED FUNDS AND US-MANAGED SEPARATELY MANAGED ACCOUNTS

the Cash Collateral Funds and those Funds’ portfolio holdings, characteristics, and net asset value. For additional information

What are tax considerations with respect to an investment in a Commingled Fund?

about the Commingled Funds’ securities lending program,

Typically, the Commingled Funds are tax-exempt under

please also see SSgA’s securities lending disclosure package.

applicable provisions of the Code or administrative rulings and

Please contact your SSgA relationship manager if you would like

are available for investment only to entities that are not subject

another copy of this material.

to US income taxes.

What is SSgA’s policy on proxy voting for the Commingled Funds?

Non-US investors engaged in a trade or business in the US are

It is SSgA’s policy to vote proxies of securities held by the

business, often referred to as “effectively connected income”

Commingled Funds. SSgA seeks to vote proxies for the

or “ECI.” SSgA typically manages the Commingled Funds with

Commingled Funds in the best economic interests of its clients

no intent to generate ECI with the conduct of a US trade or

and make proxy voting decisions SSgA believes will most likely

business, as defined by the Code. As such, SSgA does not

protect and promote the long-term economic value of client

intend to pass on ECI to its non-US investors such that they

accounts. Excluding unusual circumstances, SSgA will vote

would be required to file a US income tax return. In most

proxies in the same way for all clients, regardless of a client’s

cases, withholding taxes, as set forth in the bilateral tax treaties

investment style or strategy. SSgA takes the view that voting

between the investor and the US, and between the US and the

in a manner consistent with maximizing the monetary value

nation of the locality of the investment corpus, are the primary

of clients’ holdings will benefit clients and, indirectly,

taxes associated with investment in a CTF. Non-US investors are

any ultimate owners and beneficiaries of those clients

not permitted to invest in SSgA’s ERISA Funds. However, due

(e.g., Benefit Plan Investors).

to the complex nature of the investments made by some CTFs,

taxed on their income that is “effectively connected” with that

such as partnerships or real estate, there can be no guarantee

SSgA retains an independent, external firm with expertise in

that some form of ECI is not generated from the investments.

proxy voting and corporate governance to support its proxy

Accordingly, if a non-US client is particularly sensitive to ECI

voting process. The external firm acts as SSgA’s voting agent,

matters, the client should consult with a tax adviser prior to

providing SSgA with vote execution and administration services,

participating in a CTF.

and provides research and analysis relating to general corporate governance issues and specific proxy items. SSgA uses this

SSgA typically manages the Commingled Funds with no intent

along with other information and analyses to make proxy voting

to generate unrelated business taxable income (UBTI). However,

decisions. SSgA retains an independent fiduciary to direct the

there can be no guarantee that UBTI does not periodically

voting of State Street stock held by any Commingled Fund

occur. Income generated from some forms of leverage, such as

on any matter in which shareholders of State Street stock are

reverse repurchase agreements or purchases on margin and

required or permitted to vote. For additional information, please

swaps with significant non-periodic payments, as well as some

refer to SSgA’s Proxy Voting Policy, available on Client’s Corner

investments in partnerships, may generate UBTI by passing

(www.ssga.com) for existing investors, or upon request from

along operating income to US tax exempt clients. If a client is

your SSgA relationship manager.

particularly sensitive to UBTI matters, the client should consult with a tax adviser prior to participating in a Commingled Fund.

Who provides custodial services for the Commingled Funds?

In addition to the above, the following tax considerations are

As trustee of the Commingled Funds, SSBT provides custodian

specific to the ERISA Funds and the Common Trust Funds:

services for all assets held in the Commingled Funds. SSBT in turn uses its worldwide network of sub-custodians to hold

ERISA Funds

certain non-US securities and cash. Assets of the Commingled

Internal Revenue Ruling 81-100, 1981-1 C.B. 326 (“Rev. Ruling

Funds and Separately Managed Accounts are held segregated

81-100”) provides that group trusts, such as the ERISA Funds,

from, and are not commingled with, any of SSgA’s own assets.

holding assets of pension, profit sharing and stock bonus plans

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ESSENTIAL SSgA: OVERVIEW OF US-DOMICILED COMMINGLED FUNDS AND US-MANAGED SEPARATELY MANAGED ACCOUNTS

are exempt from US income tax under Code §501(a) if certain

their respective proportionate share of taxable income or loss

conditions are met. Among other conditions, Rev. Ruling 81-100

generated by such CTF reported annually on their Schedule K-1.

requires that plans participating in an ERISA Fund adopt the

A participating trust in a CTF will have allocated to it its

plan document, establishing the group trust as part of the plan’s

proportionate share of the UBTI earned by the CTF and will

own trust document. Moreover, Rev. Ruling 81-100 requires that

be required to take any such UBTI into account in calculating

if an ERISA Fund incurs UBTI, the ERISA Fund, and not any

its own UBTI. The participating trusts in the CTFs are trusts

employee benefit plans participating in it, must file the tax return

created between SSgA, as trustee, and the entity with authority

and pay any income tax on account of the UBTI.

to direct the investment of the client’s assets, as settlor. The participating trust is considered a “grantor trust” under the

Common Trust Funds

Code and, as such, the income of the grantor trust is treated

The CTFs are exempt from US income taxes pursuant to Code

as the income of the grantor. A client’s participating trust is

§584, which requires compliance with applicable regulations

required to report income, including gross sales proceeds from

of the federal Office of the Comptroller of the Currency (the

the sale of CTF units, on its annual income tax return, where

“OCC”). However, each client investing in a CTF must include

applicable. Information required by participating trusts is found

its proportionate share of income, gains and losses of the CTF,

on IRS Schedule K-1 and on Client’s Corner (www.ssga.com)

whether distributed or not, in computing its taxable income.

for existing investors in CTFs. Clients investing in a CTF are

Essentially, the CTF is treated as a “look-through” vehicle for US income tax purposes and is treated as such for tax

required to track their cost basis for investing in the CTF.

reporting purposes as well. Clients that invest in a CTF will have

Additional information pertaining to Commingled Funds resides in Section III of this brochure.

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ESSENTIAL SSgA: OVERVIEW OF US-DOMICILED COMMINGLED FUNDS AND US-MANAGED SEPARATELY MANAGED ACCOUNTS

Section II. SSgA US-Managed Separately Managed Accounts What are the governing documents for SSgA’s US-managed Separately Managed Accounts?

Each US-managed Separately Managed Account is a separate client account that is managed for the benefit of a single client where the single client owns the assets of the underlying portfolio. A Separately Managed Account may have investment strategies that permit the Separately Managed Account to hold units in a Commingled Fund, hold interests in commingled vehicles that are not managed by an SSgA entity and also hold securities and/or other instruments directly. Each Separately Managed Account is governed by a written agreement between SSgA and the client. This typically takes the form of an investment management or similar agreement detailing the terms and conditions pursuant to which SSgA will manage the Separately Managed Account. In cases where a Separately Managed Account holds units in a Commingled Fund, the client also may be required to sign an agreement of trust or participation agreement. Additional information about investment policies, principal investment strategies and risks associated with the investment objectives of a Separately Managed Account can be found in the current Strategy Disclosure Document(s) (SDD) that relates to the investment objectives, if applicable. This document was developed by SSgA for its clients to provide additional transparency into information regarding core characteristics, attributes and risks associated with the investment strategies of its Commingled Funds and Separately Managed Accounts. (Please refer to Section I. of this brochure for more information about SSgA’s Strategy Disclosure Documents). Who manages the assets in a Separately Managed Account? Advice regarding securities and other instruments (other than “commodities” as defined below)

Depending on the status of the client and the nature of the investment mandate, any one of several different entities, including SSgA, could serve as investment manager of a Separately Managed Account where the strategy involves the buying and selling of securities or other instruments other than commodities (see the section below entitled “Advice regarding Futures, Options on Futures and Swaps (together “commodities”) to Separately Managed Accounts” for advice relating to commodities). In addition, as investment manager or sub-adviser to certain Separately Managed Accounts, SSgA may delegate, consistent with the relevant investment management agreement, certain of its functions, duties and/or obligations to another entity, including an affiliated entity. These arrangements are agreed upon by the client and SSgA and reflected in the investment management agreement or in an addendum thereto. As described above, SSgA is the asset

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ESSENTIAL SSgA: OVERVIEW OF US-DOMICILED COMMINGLED FUNDS AND US-MANAGED SEPARATELY MANAGED ACCOUNTS

investment manager of the Commingled Funds, as required by

How do I invest in or withdraw from a Separately Managed Account?

the applicable regulatory structure. The regulatory structure

May contributions be made in-kind?

management business of State Street and serves as the

governing the Commingled Funds generally does not apply to a

How are Separately Managed Accounts valued?

Separately Managed Account.

For answers on the above questions, please refer to the

Advice regarding futures, options on futures and swaps (together “commodities”) to Separately Managed Accounts

“SSgA Operating Guidelines for Separately Managed Accounts”,

SSgA generally delegates commodities management for

www.ssga.com. If you would like a copy of the SSgA Operating

Separately Managed Accounts to SSgA Funds Management,

Guidelines for Separately Managed Accounts, please request a

Inc. (“SSgA FM”) in cases where either the commodities

copy from your SSgA relationship manager.

which will be available to existing clients on Client’s Corner at

transaction is traded on a US exchange, the Separately

What fees and expenses are associated with an investment in a Separately Managed Account?

Managed Account client is a US client and/or SSgA as a division of SSBT is the investment manager or sub-adviser for such Separately Managed Account. SSgA FM is a

Are there any investment management fees?

wholly-owned subsidiary of State Street and an affiliate of

SSgA generally charges its clients directly for providing investment

SSgA. SSgA FM is also registered as a commodity trading

management services for a Separately Managed Account.

advisor (“CTA”) with the US Commodity Futures Trading

The terms and payment schedule of such fees are detailed in the

Commision (“CFTC”) and is regulated by the NFA. SSgA FM

investment management agreement with the client.

is also registered with the SEC as an investment adviser. Irrespective of this delegation, SSgA remains the named

What types of other investment expenses does a Separately Managed Account typically incur?

investment manager or sub-adviser for such Separately

Expenses related to investments may include, but are not limited

Managed Accounts and continues to be responsible for the

to, brokerage commissions and spreads on certain types of

overall management of the relevant Separately Managed

transactions. There are other non-investment related expenses

Accounts. In addition, all employees of SSgA FM also serve

that may be incurred by a Separately Managed Account and

as employees of SSgA. Therefore, the investment personnel

you should consult with your custodian for further information

who manage your Separately Managed Account with respect

regarding such expenses.

to commodities will be the same personnel who manage that

It is the responsibility of the client or the client’s independent

Account with respect to securities or other instruments.

fiduciary to determine, on an ongoing basis, whether fees are

SSgA FM is also subject generally to (i) internal oversight and (ii)

reasonable. When SSgA is establishing a new relationship

the policies described below in Section III.

with a client with respect to an investment strategy, SSgA is not a fiduciary to the client at the time of contract negotiation

How does a Separately Managed Account implement its investment strategy?

(including the fee it will receive for its services) with the client.

Separately Managed Accounts may utilize a variety of investment strategies as agreed upon by SSgA and the client and

Can Separately Managed Accounts participate in securities lending programs?

memorialized in the investment management agreement. These

Yes. A Separately Managed Account client may enter into

may include direct and indirect investment in securities and

an arrangement (outside of the investment management

other instruments or assets. SSgA works with its clients to help

agreement) with a securities lending agent for lending securities

them determine the most appropriate assets or asset classes

held in a Separately Managed Account. The lending agent may

in which to invest and to describe the particular investment

or may not be SSBT. SSgA relationship managers can discuss

strategy in the investment guidelines which form part of the

securities lending options with you. For additional information

investment management agreement.

regarding how SSgA’s securities lending activities operate generally,

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ESSENTIAL SSgA: OVERVIEW OF US-DOMICILED COMMINGLED FUNDS AND US-MANAGED SEPARATELY MANAGED ACCOUNTS

What is SSgA’s policy on proxy voting for Separately Managed Accounts?

please refer to the section entitled “Do the Commingled Funds participate in securities lending programs?”.

In accordance with the terms of the investment management

Who provides custodial services for a Separately Managed Account?

agreement, SSgA is typically responsible for voting of proxies for the securities held by a Separately Managed Account. It

The client determines who will serve as custodian for its

is SSgA’s policy to vote proxies in accordance with its own

Separately Managed Account. Generally, SSgA can work with

proxy voting policy, a copy of which is available upon request

any custodian. SSgA’s Client Advocacy Team in Investment

from your SSgA relationship manager. However, a client can

Operations has built relationships with many of the industry’s

indicate to SSgA that it will vote proxies itself, in which case

major custodian banks, including Northern Trust, BNY Mellon,

the investment management agreement will need to reflect

JPMorgan, and SSBT. The team’s existing partnerships with

this understanding. SSgA generally is unable to implement a

these custodians is founded upon open lines of communication

client’s own customized voting policy on the client’s behalf.

including regularly scheduled service calls to ensure that any

Rather, clients must make arrangements outside of SSgA to

issues are resolved in a way that rarely requires the client’s

have a custom voting policy applied. (Please see the previous

intervention. With this partnership with the banks comes

section entitled “What is SSgA’s policy on voting proxies for the

considerable experience in acting as a resource and escalation

Commingled Funds?” for more information about SSgA’s proxy

point for the banks (if necessary), and the ability to compile

voting policy.)

assessment scores and feedback from SSgA’s Investment Operations Teams to distribute to custodians for their review

Does SSgA have a UBTI policy for Separately Managed Accounts?

and action. To the extent that a client does not have an

There can be no guarantee that UBTI will not be generated

established custody relationship or would otherwise like

in your Separately Managed Account. If you have a concern

information regarding SSBT’s custody services, please contact

regarding whether your Separately Managed Account will

your SSgA relationship manager for details.

generate UBTI, please consult your tax adviser.

14

ESSENTIAL SSgA: OVERVIEW OF US-DOMICILED COMMINGLED FUNDS AND US-MANAGED SEPARATELY MANAGED ACCOUNTS

Section III. General Information Relating to US-Domiciled Commingled Funds and US-Managed Separately Managed Accounts and Information Regarding SSgA’s Policies Who oversees SSgA’s actions regarding US-domiciled Commingled Funds and US-managed Separately Managed Accounts? Please describe external oversight.

SSgA’s activities are overseen by the Federal Reserve, which evaluates the overall safety and soundness of SSBT. This evaluation includes an assessment of SSgA’s risk-management systems, financial condition, and compliance with applicable banking laws and regulations. As a state chartered bank, SSgA generally seeks to maintain its Common Trust Funds in conformity with the rules and regulations of the Office of the Comptroller of the Currency applicable to national associations pertaining to the collective investment of trust funds. SSgA owes a fiduciary duty to the Commingled Funds and Separately Managed Accounts that it manages. The US Department of Labor (“DOL”) is responsible for setting the rules and regulations that govern SSgA in its role as trustee and investment manager of the ERISA Funds and any Separately Managed Account of a client that is subject to ERISA. In addition, the DOL may oversee a Common Trust Fund if any assets regulated by ERISA are invested in the Common Trust Fund (i.e., Benefit Plan Investor assets). SSgA is subject to DOL inspections from time to time. It is important to note that the SEC generally does not oversee SSgA’s activities regarding Commingled Funds because interests in the ERISA Funds and CTFs are exempt from the registration requirements of the US Securities Act of 1933, as amended, the US Securities Exchange Act of 1934, as amended, and the Investment Company Act. The placement of client assets in the Commingled Funds, however, is subject to general anti-fraud provisions of the US federal securities laws. SSgA may also conduct certain investment and trading functions of the Commingled Funds and Separately Managed Accounts in each of its investment centers in Toronto, Montreal, Dublin, London, Paris, Hong Kong, Singapore, Sydney, and Tokyo locations, which may be subject to regulation by local authorities. Pursuant to the Governing Documents for the Commingled Funds, SSgA is required to have auditors responsible only to SSBT’s board of directors audit annually each of the Commingled Funds. The Commingled Funds are audited annually by an independent external auditor and operate on a December 31 fiscal year end schedule. The audited financial statements are generally expected to be available during mid-April of the following year and are sent to clients and posted on Client’s

15

ESSENTIAL SSgA: OVERVIEW OF US-DOMICILED COMMINGLED FUNDS AND US-MANAGED SEPARATELY MANAGED ACCOUNTS

Corner (www.ssga.com) soon thereafter. SSgA’s internal controls,

was created to administer SSgA’s committee structure

discussed below, are audited annually by an independent

with a particular focus on promoting efficiency, clarity and

external auditor for the 12-month period ended June 30.

accountability with respect to decision rights and firm-wide

SSgA’s SSAE 16/SOC 1 report (previously SAS-70 Type II),

oversight. The guiding principles embodied by SSgA’s governance

the report on which the independent auditor evaluates certain

structure and under which the Internal Governance Oversight

of SSgA’s internal controls, is typically available in late August of

Team operates are:

each year. Copies may be obtained by contacting your SSgA relationship manager.

•

Promote a culture of efficient and effective decision making;

•

Reinforce ownership of and accountability for decision making

Please describe internal oversight and executive management structure.

and management of key risks by business leaders; and

SSgA’s governance structure is designed to support its business

•

Enhance accountability for adherence to policies and decision

functions’ primary responsibility of effective decision making and

making protocol in support of SSgA’s client service objectives

enhance management oversight practices. SSgA’s governance

and SSgA’s leadership reputation.

structure consists of an Executive Management Group, which

In addition to outside, governmental oversight, SSgA’s internal

is composed of SSgA’s most senior leadership serving as a

controls and the governance structure described above seek

consultative and decision-making body for the benefit of SSgA’s

to ensure that it upholds its fiduciary duties with respect to

CEO. The Executive Management Group is responsible for

the Commingled Funds and Separately Managed Accounts.

overall firm governance and oversees the activities of the four

Heads of several business units within SSgA, including Risk

senior committees whose chairs are appointed by SSgA’s CEO: •

•

Management, Compliance, Legal, Finance, HR, and IT, report

The Investment Committee is responsible for providing

to the Executive Vice Presidents of their respective units at

oversight of SSgA’s investment philosophy, oversight of

State Street. In addition, all of the major business areas of SSgA

investment strategies and ensuring that SSgA’s investment

are subject to periodic review by State Street’s Corporate Audit

discipline remains consistent with its mission.

Division. Corporate Audit performs, at a minimum, annual risk assessments of the audit universe. Audit frequencies tie directly

The Global Fiduciary Committee performs oversight of, and

to the outcome of the risk assessment process and historical

addresses fiduciary issues, including potential conflicts

audit results and may periodically be modified to meet regulatory

inherent in SSgA’s investment strategies or products. It also

requirements, independent public accountants’ and management

reviews the appropriate management and control of fiduciary

requests. Individual audits are conducted using the principles

risk within SSgA. •

•

outlined in the Committee of Sponsoring Organizations of the

The Global Product Committee oversees product development

Treadway Commission (COSO) as the basis for evaluating

and management processes across all business units and

internal control frameworks. The methodology for an individual

geographies. It has authority over SSgA’s new product

audit encompasses the identification of business objectives, the

approval policy and coordinates any additional product

risks associated with achieving the objectives and the controls

approvals required by State Street.

management must implement to ensure that the risks are effectively managed.

The Global Operations and Compliance Committee provides oversight of SSgA’s infrastructure and compliance functions

What are SSgA’s policies with regard to risk management?

across all business units globally.

The goal of SSgA’s Risk Management Group is to seek to identify

The four senior committees and their various subcommittees

risks taken, ensure that risks are understood and in-line with

help ensure a consistent approach to the creation and

corporate and client expectations, and to minimize losses

implementation of policies and provide broad oversight of the

associated with unintended risks by escalating issues and

business functions. An Internal Governance Oversight Team

recommending action in a timely manner. The Risk Management

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ESSENTIAL SSgA: OVERVIEW OF US-DOMICILED COMMINGLED FUNDS AND US-MANAGED SEPARATELY MANAGED ACCOUNTS

Group is comprised of Investment, Credit, and Operational Risk

of its clients come first. This begins with the requirement

Management Teams and as such takes on a variety of roles with

that individual employees report any error, regardless of

regard to monitoring, supporting, and managing business risks

monetary impact (including gains, losses, and no financial

taken throughout SSgA. The Risk Management Group seeks

impact) for prompt corrective action. Errors are escalated to

to protect both SSgA and its clients from unintended risks by

SSgA’s Operational Risk Group, which maintains records of all

providing an independent assessment framework to evaluate risk

reported events and facilitates identification of root cause and

exposures and process controls across asset classes. As with all

necessary process improvement. The Operational Risk Group

of its policies, SSgA’s risk policies may be modified periodically

also reports metrics monthly, and regularly reviews them with

to reflect changes in the marketplace. The risk management

the Operational Risk Committee which has representation

process focuses on three typical sources of risk encountered by

from various business areas including: Legal, Compliance,

investment managers:

Operations, Trading, Client Relations, Investment Management,

•

Finance, and IT.

Investment Risk: The Investment Risk Team is responsible

for providing independent monitoring of investment

What is SSgA’s policy on directed/restricted brokerage?

risk exposures using a combination of third party and

Clients invested in the Commingled Funds cannot impose

proprietary developed analytics to seek to ensure that the

directed/restricted brokerage requirements with respect to

level of investment risk (which may differ by strategy) is

transactions done on behalf of such Commingled Funds.

consistent with investment objectives. •

SSgA considers client directed/restricted brokerage requests only

Credit Risk: The Credit Risk Management Team is

in Separately Managed Accounts, and related disclosures will be

responsible for the evaluation of potential counterparties,

reflected in the client’s investment management agreement or an

the monitoring of existing trading counterparties, and

addendum thereto.

the monitoring of market events to seek to ensure that

For SSgA to consider permitting directed/restricted brokerage

SSgA is aware of, and can seek to appropriately minimize,

for a Separately Managed Account, the client must make a

credit risk. The team may recommend action to senior

determination that, in connection with its direction to SSgA to

management for counterparties experiencing problems, in

execute a transaction with a specific broker-dealer or to restrict

SSgA’s opinion, based on relevant data and circumstances. •

the broker-dealers with which a transaction may be executed:

Operational Risk: The role of the Operational Risk

(a) this allocation of brokerage is prudent for the Separately

Management Team is to assist SSgA in managing the risk

Managed Account and its beneficiaries; (b) it has the necessary

of achieving business objectives by executing a framework

authority under applicable governing documents to give this

to identify, measure, mitigate and monitor operational risks

direction; (c) the benefits from the directed/restricted brokerage

resulting from inadequate or failed internal processes,

(in the form of services obtained, expenses paid or cash rebates

people, and systems, or from external events. The team, in

received) will go only to the Separately Managed Account and

partnership with the business, is responsible for delivering

its beneficiaries; and (d) any expenses incurred are properly

an operational risk governance structure that facilitates risk

payable by the Separately Managed Account.

discovery, prioritization and management to influence business discussions and decision making as well as

Any such direction/restriction may restrict SSgA’s ability to

assess processes, procedures and control structures to

obtain as favorable a transaction price, commission rate,

seek to ensure alignment among these functions and

mark-up/mark-down or spread as might otherwise be able to

promote best practices.

be obtained, including by executing the client’s orders after SSgA has executed other clients’ aggregated brokerage orders.

What process would SSgA follow if an error were to occur?

In addition, the Separately Managed Account may forego

SSgA has a written policy governing the handling of all

benefits from savings on execution costs that may otherwise

errors, and procedures designed to ensure that the interests

be obtained, most notably by aggregating brokerage orders

17

ESSENTIAL SSgA: OVERVIEW OF US-DOMICILED COMMINGLED FUNDS AND US-MANAGED SEPARATELY MANAGED ACCOUNTS

for various accounts. The client’s direction of transactions to

SSgA may be subject to a conflict of interest in agreeing to any

a broker-dealer (or restriction of the broker-dealers with which

such arrangements on behalf of a portfolio. Such transactions

transactions may be executed) also may result in additional

executed directly with the sub-custodian are executed at a rate

credit, operational and/or settlement risk. In addition, a broker

determined solely by the sub-custodian. Accordingly, a portfolio

may not be included within SSgA’s internal approved broker list,

may not receive the best pricing for such currency transactions.

and SSgA may not perform initial or ongoing surveillance of the

SSgA currently instructs sub-custodial foreign exchange trades

broker’s credit worthiness or financial stability.

in the following local currencies: Argentina, Brazil, Chile, China, Colombia, Egypt, India, Indonesia, Jordan, Kenya, Korea,

What is SSgA’s best execution policy, including with respect to foreign exchange transactions (“FX transactions”)?

Kuwait, Malaysia, Morocco, Nigeria, Pakistan, Peru, Philippines, Qatar, Russia, Sri Lanka, Taiwan, Thailand, United Arab

Generally, SSgA seeks best execution of client transactions,

Emirates and Venezuela.

subject to any client-imposed restrictions (e.g., client directed either of the particular transaction or in terms of SSgA’s overall

Do Commingled Funds and Separately Managed Accounts invest in derivatives and FX transactions?

responsibilities with respect to the accounts as to which it

Yes. Certain Commingled Funds and Separately Managed

exercises investment discretion and has the authority to select

Accounts may invest in derivatives, including both

the executing broker-dealer or other counterparty.

exchange-traded and over-the-counter derivatives, and

/restricted brokerage as described above) viewed in terms

FX transactions. The term “derivatives” refers, in general, to

SSgA selects the counterparty for each transaction after

instruments or transactions that derive their value from the price

considering price or broker-dealer spread and other qualitative

or value of an underlying instrument (e.g., stock, bond, index,

considerations including, but not limited to, size and difficulty

currency, etc.). SSgA may use derivatives or FX transactions

of the transaction, financial strength, stability and reputation of

(both spot and forward transactions) in the management of a

the broker-dealer or counterparty, research or other services

Commingled Fund or Separately Managed Account only if: (a)

provided, local law, regulations and restrictions, availability

such use is consistent with the Commingled Fund’s or Separately

of electronic communications networks and alternative

Managed Account’s investment strategy, the investment

trading systems, a counterparty’s/broker-dealer’s operational

management or other agreement, applicable Governing

efficiencies or inefficiencies, any potential settlement risk, and/

Documents, and applicable law and regulation; (b) the derivative

or counterparty/broker-dealer’s exposure.

or FX transaction has been identified by SSgA as an “approved

FX traders on SSgA’s trading desks in Boston, London and

derivative” or “approved FX transaction”; and (c) the derivative

Hong Kong, as applicable, receive multiple live pricing feeds

or foreign exchange trading counterparty is an approved SSgA

from systems such as Bloomberg and other third parties to

trading counterparty. The latter is subject to any client directed

assist them in negotiating or agreeing to rates (“direct FX

/restricted brokerage request. See “What is SSgA’s policy on

transactions”). SSgA may execute such direct FX transactions

directed/restricted brokerage?” above.

on behalf of an account using counterparties approved by

The use of derivative instruments involves risks different

SSgA’s Credit Risk Management Team. From time to time SSgA

from, and possibly greater than, the risks associated with

may add a counterparty to, or remove a counterparty from, its

investing directly in securities and other more traditional

dealing panel.

investments. Derivatives are subject to a number of risks,

SSgA may also coordinate with an account’s global custodian

including potential changes in value in response to interest

to place and execute FX transactions through the account’s

rate changes or other market developments, or as a result of

sub-custodian network. SSgA uses sub-custodians when it is

changes in the counterparty’s credit quality and the risk that a

difficult for SSgA directly to negotiate foreign exchange trades in

derivative transaction may not have the effect SSgA anticipated.

a market (e.g., when SSgA is restricted from dealing in a local

Derivatives also involve the risk of mispricing or improper

market, has not identified other suitable counterparties, or seeks

valuation and the risk that changes in the value of a derivative

to mitigate operational or settlement risk in the local market). 18

ESSENTIAL SSgA: OVERVIEW OF US-DOMICILED COMMINGLED FUNDS AND US-MANAGED SEPARATELY MANAGED ACCOUNTS

may not correlate perfectly with the asset, rate, or index

with respect to Restricted Accounts (defined below). All equity

underlying the derivative.

commission rates are the same regardless of account, market or broker-dealer. SSgA does not pay any broker-dealer a greater

Derivative transactions can create investment leverage and

commission than another as compensation for the value of any

may be highly volatile. Use of derivatives other than for hedging

proprietary research that a broker-dealer may provide to SSgA.

purposes may be considered speculative. When a Commingled

However, these negotiated equity commission rates are not

Fund or Separately Managed Account invests in a derivative

“execution-only” rates and are intended to include an amount of

instrument, it could lose more than the amount of capital it

compensation for brokerage and research services provided by

invests. The use of derivatives may reduce returns and increase

the broker-dealers. Further, such services may be provided on

volatility. Use of derivatives may increase the amount and timing

an unsolicited basis and for no amount.

of taxes payable by an investor.

Soft Dollar Credits. Certain asset classes and certain SSgA

Many derivative transactions are entered into “over the counter”

client accounts do not participate in arrangements or programs

(“OTC”) (not on an exchange or contract market); as a result,

pursuant to which transactions entered into by it for client

the value of such a derivative transaction will depend on the

accounts generate “credits” used by SSgA to obtain third-party

ability and the willingness of the account’s counterparty to

research or brokerage services (“Restricted Accounts”). SSgA

perform its obligations under the transaction. Therefore, OTC

may, however, participate in such arrangements or programs,

derivatives entail significant counterparty credit risk. A liquid

and transactions for Restricted Accounts may be aggregated

secondary market may not always exist for the Commingled

with transactions for other clients of SSgA, which generate such

Fund’s or Separately Managed Account’s derivative positions

credits. Even though the portion of the aggregated transaction

at any time. Generally, OTC derivative transactions are

executed on behalf of Restricted Accounts does not give rise to

collateralized on a bilateral basis.

such credits, SSgA may place a transaction with a broker-dealer

Although counterparty credit risk is mitigated where OTC

who generates credits for third party services as opposed to

derivatives are collateralized, upon the occurrence of an event

another broker-dealer who does not. Restricted Accounts may

of default with respect to a counterparty, losses may still result

benefit from any third-party research or brokerage services

if, for example, the collateral is insufficient to cover the marked

obtained using credits arising from transactions effected for other

to market exposure to the defaulting counterparty, or there

clients of SSgA. Disclosure of credits arising from transactions

are legal or regulatory impediments that prevent or delay the

involving Commingled Funds that participate in arrangements or

exercise of rights over such collateral. OTC FX transactions are

programs that generate credits is made in the footnotes in the

currently not collateralized. Consequently, OTC FX transactions

audited financial statements for the relevant Commingled Fund.

entail significant counterparty credit risk.

Clients who invest in units of Commingled Funds may not limit

The Dodd­— Frank Wall Street Reform and Consumer Protection

the ability of those entities to participate in arrangements or

Act established a new paradigm of regulation of the derivatives

programs that generate credits.

markets, including mandatory trading, clearing and reporting

Potential Soft Dollar Conflicts of Interest. When a broker-dealer

rules applicable to swaps (including certain FX transactions).

provides or makes available research and brokerage services to

These new regulations may make swaps more costly to trade,

SSgA on the basis of transactions effected with or through that

may limit their availability, or may otherwise adversely affect

broker-dealer, SSgA benefits because SSgA did not have to pay

their value or performance.

for those services or incur any costs to develop the research.

What is SSgA’s policy on the use of soft dollars?

SSgA’s trading desks may take into account the proprietary

Proprietary Brokerage and Research Services. SSgA employs a

research and other services received from various broker-

standard negotiated equity commission schedule, including

dealers in the selection of a broker-dealer in connection with

19

ESSENTIAL SSgA: OVERVIEW OF US-DOMICILED COMMINGLED FUNDS AND US-MANAGED SEPARATELY MANAGED ACCOUNTS

a particular client transaction, including equity and non-equity

invested in “index funds” or “model-driven funds” or for which

transactions such as fixed income, derivative or currency

SSgA manages an eligible Separately Managed Account or State

transactions. As a result, the trading desks may place a

Street is conducting portfolio restructuring activities, SSgA relies

transaction with or through a broker-dealer who provides

on Department of Labor Prohibited Transaction Class Exemption

proprietary research or other services that SSgA might find

2002-12 (“PTCE 2002-12”) in operating its internal cross-trading

desirable or valuable over another broker-dealer who does

program. A copy of PTCE 2002-12 is included in SSgA’s Passive

not provide such services or who provides less desirable or

Cross Trading Disclosure and has previously been provided

valuable services, notwithstanding that the other broker-dealer

to existing clients. In accordance with PTCE 2002–12, SSgA

may otherwise provide execution that is at least equivalent to

is required to inform each ERISA plan that has previously

that provided by the broker-dealer with whom the transaction

authorized participation in SSgA’s internal cross-trading program

is placed. The process by which broker-dealers are selected is

of its ability to terminate at any time its participation and without

designed to limit consideration of the value of any third-party

penalty. For ERISA plans invested in an “index fund” or

services that SSgA may receive.

“model-driven fund”, termination of its authorization to participate in SSgA’s internal cross-trading program will result

SSgA may use broker-dealers that invest, or whose clients

in a termination of the client’s investment in the “index fund”

invest, in pooled vehicles sponsored or advised by SSgA or its

or “model-driven fund” within such timeframe as may be

affiliates, or may provide other consideration to those broker

necessary to effect the withdrawal in an orderly manner that

dealers. However, SSgA does not consider whether it or a

is equitable to all investors. A form of termination notice is

related person receives client referrals from a broker-dealer or

included in SSgA’s Passive Cross Trading Disclosure. Please

third party in selecting or recommending broker-dealers.

contact your SSgA relationship manager if you would like to

Research and brokerage services furnished to SSgA may be

request another copy.

used in furnishing investment or other advice to all or some

Does SSgA have an anti-money laundering program?

subset of its clients. Services received from a broker-dealer that executed transactions for a particular client will not necessarily

SSgA seeks to comply with all applicable anti-money laundering

be used by SSgA specifically in servicing that particular account.

laws and regulations, including the USA Patriot Act, and to cooperate with law enforcement authorities in the investigation

What is SSgA’s policy on cross-trading?

of those involved in money laundering or other criminal activity.

SSgA believes it may be advantageous to effect portfolio

SSgA will not commence a relationship with any person or

transactions between two eligible funds or accounts, a

institution that is known to be involved in such criminal

transaction generally known as an “internal cross-trade.” Internal

activities. Similarly, SSgA will cease business with any existing

cross-trading of portfolio securities between two eligible funds

client if it becomes known that the client is involved in such

or accounts may result in potential savings for each fund or

criminal activities.

account through transaction cost savings and the avoidance of

Does SSgA have a Code of Ethics?

market effect. Unless otherwise restricted in the Commingled Fund Governing Documents or a Separately Managed Account

SSgA has adopted a Code of Ethics that sets forth reporting

client’s investment management agreement, SSgA intends to

requirements and trading restrictions with respect to personal

make internal cross-trading available to index and model-driven

securities trading by employees and their family members who

Commingled Funds, eligible Separately Managed Accounts

live in the same household. Employees are required to report

and certain large institutional investors for which State Street is

transactions and holdings in securities in initial, quarterly and

conducting portfolio restructuring activities.

annual reports. The Code of Ethics contains a number of substantive trading restrictions that are either required by law

SSgA operates its internal cross-trading program on a global

or are standard in the investment management industry in

basis and in accordance with applicable laws and regulations.

the US and other countries. The State Street Ethics Office is

For clients whose assets are subject to ERISA and who are

20

ESSENTIAL SSgA: OVERVIEW OF US-DOMICILED COMMINGLED FUNDS AND US-MANAGED SEPARATELY MANAGED ACCOUNTS

responsible for providing oversight for, and enforcing, the Code

that the firm is acting in the best interests of its clients. The

of Ethics, as well as reviewing violations of the Code of Ethics

effectiveness and adequacy of the Compliance Program is

and recommending sanctions imposed on employees resulting

evaluated continuously as part of the execution of day-to-day

from violations of the Code of Ethics. It is unlawful for SSgA

tasks. Each member of the Compliance team, as well as the

or its employees to use material non-public information for

SSgA organization, has direct access to the CCO, and each line

manipulative, deceptive or fraudulent purposes, or to engage in

function within the SSgA Compliance organization meets with the

market abuse activities.

CCO on a regular basis as part of the ongoing evaluation process.

SSgA employees also are required to comply with the State

SSgA relies on a variety of tools to assess the adequacy and

Street Standard of Conduct. These standards relate to employee

effectiveness of the Compliance Program, including: (1) the

conduct on business matters such as confidentiality of client

review of policies by the committees in SSgA’s governance

and firm information, accuracy and truthfulness of books and

structure; (2) SSgA’s regulatory risk assessment and controls

records, treatment of intellectual property, political contributions,

and testing program used to examine the internal controls

and compliance with laws and regulations. The Standard

designed to ensure compliance with various laws and

of Conduct also contains important provisions pertaining

regulations; (3) third party reviews of SSgA’s controls and

to insider trading and tipping and supplements the SSgA

compliance processes; and (4) proprietary and third party

Inside Information Policy. The SSgA Inside Information Policy

automated systems to monitor and evaluate compliance in areas

governs the receipt and communication of material, non-public

such as the Code of Ethics, investment guideline oversight, and

information and prohibits the use of such information in violation

portfolio trading oversight. Additionally, SSgA has adopted a

of federal and international securities laws.

training program that covers a wide range of topics including, but not limited to, applicable securities laws, rules, and

Compliance with the Standard of Conduct and the Code of Ethics

regulations and SSgA’s policies and governance structure.

are conditions of employment. Employees are required to read and become familiar with the provisions of these policies, and will

SSgA FM is registered with the CFTC, SEC, and NFA. SSgA

periodically be asked to certify compliance with both policies.

delegates the management of futures, options on futures, and swaps, as applicable, to SSgA FM with respect to certain of

Describe SSgA’s Compliance Program.

SSgA’s Separately Managed Accounts. SSgA FM does not

As a division of SSBT, a bank, SSgA is exempt from having to

provide investment advisory services to such accounts. Rather,

register as an investment adviser with the SEC under Section

SSgA is the named investment manager for such Separately

202(a)(11)(a) of the Investment Advisers Act of 1940, as

Managed Accounts, and provides all securities advice to these

amended. Because SSgA is not an SEC registered investment

accounts, including collateral management services related to

adviser, SSgA is not required to formally adopt a compliance

SSgA FM’s commodity interest trading advice. Accordingly, SSgA

program pursuant to Rule 206(4)-7 under the Investment

and SSgA FM have created a Compliance Program reasonably

Advisers Act of 1940. SSgA has, however, created a Compliance

designed to prevent violations of applicable federal securities

Program reasonably designed to prevent violations of applicable

laws and the rules and regulations of the CFTC, SEC, and NFA.

federal securities laws. Does SSgA maintain insurance?

SSgA’s Compliance Program is in a constant state of

SSgA, under State Street’s global insurance policies, is insured

development and improvement so that it can be responsive

against any financial loss which may arise from staff dishonesty,

to changes in SSgA’s operations, the regulatory environment,

external fraud, computer fraud, and physical loss/damage of

new risks facing the business, and new evaluation techniques

valuable property. In addition, SSgA procures insurance coverage

(i.e., testing methodologies and technology). SSgA’s goal is

that provides protection related to the rendering of professional

an effective Compliance Program that is designed to meet

services. Please contact your SSgA relationship manager for a

the following objectives: manage regulatory risk and ensure

21

ESSENTIAL SSgA: OVERVIEW OF US-DOMICILED COMMINGLED FUNDS AND US-MANAGED SEPARATELY MANAGED ACCOUNTS

copy of our Memorandum of Insurance, which furnishes a brief

the Commingled Fund or Separately Managed Account in

outline of the insurance coverage currently in force.

connection with the purchase or sale of securities or other property, or as principal, where it sells securities to, or buys

Please describe potential conflicts of interest.

securities from, or enters into derivatives, repurchase agree-

SSgA and its affiliates comprise a global financial services

ments, or other transactions with the Commingled Fund or

company, offering a variety of services to many different clients.

Separately Managed Account for the affiliate’s own account.

As a result, conflicts may arise in connection with SSgA’s

In such cases, there is a risk that the terms on which SSgA

management of your Commingled Fund or Separately Managed

enters into transactions with its affiliates may not be the most

Account, including, by way of example, the fact that SSgA and

favorable available in the market generally, or that the rates

its affiliates provide (subject to applicable law) products and

payable with respect to such transactions may not be as

services in respect of your Commingled Fund or Separately

favorable as the rates SSgA is able to secure for other clients.

Managed Account at SSgA, for additional fees, with or without •

your approval, and the fact that SSgA may provide different

SSBT, SSgA or their affiliates may invest for their own accounts in various securities of an issuer with rights that are

or competing products, services, or advice to its other clients.

senior to, pari passu with, or junior to, or result in interests

As a result, the cost or quality of the services provided to your

different from or adverse to, those of securities owned by

Commingled Fund or Separately Managed Account may be less

Commingled Funds or Separately Managed Account clients.

favorable than if you or SSgA had selected a third-party service

Similarly, SSgA, SSBT or their affiliates may have significant

provider on arm’s length terms. The following does not purport

credit exposure to the same counterparties as those with

to be a comprehensive list or complete explanation of

which SSgA enters into transactions for its Commingled

all potential conflicts of interests, and SSgA may encounter

Funds or Separately Managed Account clients. In the case

circumstances, or enter into transactions, in which conflicts

of a default or failure of an issuer or counterparty, SSBT,

of interest that are not listed or discussed here may arise.

SSgA or their affiliates may have rights and benefits that

Conflicts arising from transactions and relationships with affiliates

are senior to, and more advantageous than, those of SSgA’s

Subject to applicable law, including ERISA, and contractual

Commingled Funds or Separately Managed Account clients.

obligations, SSgA or its affiliates may provide services to, or

Conflicts arising from the services SSgA or its affiliates provides to other clients

may engage in transactions on behalf of, Commingled Funds or Separately Managed Accounts that may trigger, or result in,

Conflicts may arise because of the investment advisory services

a potential conflict of interest. These transactions or services

that SSgA or its affiliates provides to other clients. The conflicts

include, but are not limited to: •

include, but are not limited to:

As discussed above, SSBT or other affiliates may provide

•

services to a Commingled Fund or Separately Managed

structure for different clients which may result in conflicts

Account client, such as securities lending agency services,

of interest between clients in certain circumstances. For

custodial, administrative, bookkeeping, and accounting

example, one or more Commingled Funds and/or Separately

services, transfer agency and shareholder servicing, and

Managed Account clients may own senior debt obligations

other services, for which the Commingled Fund or Separately

of an issuer and other clients may own junior debt of the

Managed Account client would compensate SSBT or its

same issuer. Similarly, Commingled Funds and/or Separately

affiliates. In many cases, there may be no independent

Managed Account clients and other clients of SSgA may

oversight of prices, fees, or expenses paid to, or services

invest in different tranches of the same structured financing

provided by, affiliated entities. •

SSgA may invest in different parts of an issuer’s capital

vehicle. In such circumstances, decisions over whether to

SSgA may enter into portfolio transactions with one of its

trigger an event of default, or over the terms of any workout,

affiliates on behalf of its Commingled Funds or Separately

may result in certain Commingled Funds and/or Separately

Managed Accounts, where the affiliate acts as agent for 22

ESSENTIAL SSgA: OVERVIEW OF US-DOMICILED COMMINGLED FUNDS AND US-MANAGED SEPARATELY MANAGED ACCOUNTS

•

Managed Account clients or other clients of SSgA receiving a

a client account other than the Commingled Fund or Separately

more favorable outcome than others.

Managed Account in which you are invested, resulting in your Commingled Fund or Separately Managed Account being unable

SSgA and/or an affiliate may (subject to applicable law,

to participate in the particular investment opportunity, or being

including ERISA) be simultaneously seeking to purchase (or

able to participate only to a limited extent.

sell) investments for one or more Commingled Funds and/or Separately Managed Account clients and to sell (or purchase)

As a general rule, SSgA will allocate investment opportunities

the same investment for other funds and/or clients for which

among participating accounts (which could include SSgA and its

it or they serve as asset manager now or in the future, or

affiliates own accounts) pro rata by order size for the investment

for other clients or affiliates, and may enter into cross trades

opportunity. Certain Commingled Funds and/or Separately

involving such investments in such circumstances.

Managed Account clients, SSgA and/or its affiliates may become subject to (i) limitations on aggregate ownership interests in certain

Potential conflicts may also arise because SSgA and its affiliates

issuers or (ii) position limits in certain financial investments, in

serve as investment adviser to other clients and also may

either case arising from statutory, regulatory or self-regulatory

invest for their own accounts, and, as a consequence, may

requirements. In such circumstances, where any such limits must

give advice or take action for their own accounts and for the

be observed, SSgA and its affiliates will seek to equitably allocate

accounts of others that may be different from those that will be

limited investment opportunities among client accounts as well as

made by SSgA or its affiliates on behalf of a particular client.

SSgA’s or its affiliates’ own accounts.

For example, SSgA may provide asset allocation advice to some clients that may include a recommendation to invest or redeem

Where an ownership restriction or position limit applies and

from a fund or investment strategy while not providing that same

requires the aggregation of holdings or positions held by SSgA

recommendation to all clients invested in the same or similar

and its affiliates with those held by SSgA or its affiliates on

fund or strategy.

behalf of client accounts, such aggregate holdings or positions could potentially limit investment opportunities

In the course of managing multiple accounts (both client

available to a Commingled Fund or Separately Managed

accounts and their own accounts), SSgA and its affiliates may

Account and could affect tracking or performance.

identify investment opportunities that may be appropriate for two or more clients, accounts, and in some cases its or their own

SSgA may provide greater or more in depth research and a

accounts, and in such circumstances SSgA and its investment

greater level of service to some clients than to others.

advisory affiliates will typically (to the extent permitted

SSgA’s policies and procedures relating to conflicts of interest

by applicable laws, including ERISA, and any contractual

SSgA employs a number of policies, guidelines and procedures

obligations) attempt, even though not required, to aggregate

reasonably designed to ensure that client relationships of

orders for such investment opportunity. In determining whether

other operating divisions of SSBT and affiliates of SSBT do

or not the order for an investment opportunity will be aggregated,

not inappropriately influence investment decisions of SSgA.

SSgA and its affiliates may take into account a particular client’s

These include:

tax status, the size and nature of the aggregated investment opportunity, and such other factors as SSgA and its affiliates

•

determine to be appropriate under the circumstances. SSgA

The SSgA Proxy Voting Policy, particularly the “Potential Conflicts” section, which describes the role of the SSgA

and its affiliates may allocate such investment opportunities

Investment Committee in managing potential conflict

differently among clients. Although SSgA and its affiliates will

situations.

attempt to allocate investment opportunities in a manner which is in the best interests of all client accounts, there can be no

•

The SSgA Code of Ethics, which states, among other things,

assurance that an investment opportunity that comes to the

that “each employee has a duty at all times to place the

attention of SSgA or one of its affiliates will not be allocated to

interests of our clients first.”

23

ESSENTIAL SSgA: OVERVIEW OF US-DOMICILED COMMINGLED FUNDS AND US-MANAGED SEPARATELY MANAGED ACCOUNTS

•

•

SSgA’s policies and procedures regarding trade allocation,

another SSBT business division. As a specialty financial services

IPO allocations and internal cross trading are reasonably

firm, SSBT supports institutional investors through investment

designed to make sure that transactions are executed in a

management, investment servicing and related services. SSBT

fair and equitable manner for all SSgA clients participating in

sold its retail and commercial banking division in 1999. It is

such trades.

not actively engaged in corporate investment banking, thus significantly reducing the possibility of other divisions or affiliates

SSgA’s best execution policy, which requires that clients who

seeking to influence the investment decisions of SSgA.

request trades be directed to specific brokers do so in writing. •

SSgA employs a variety of mechanisms designed to manage

SSgA’s Side by Side Management Policy which is designed

material conflicts of interest, including: (1) disclosing actual

to mitigate conflicts that could arise from the simultaneous

or potential material conflicts of interest to clients; (2)

management of multiple accounts by SSgA’s and its affiliates’

implementing appropriate policies, procedures and controls;

investment professionals.

and (3) monitoring for ongoing compliance with those policies,

Clients must provide written permission for SSgA to engage in

procedures and controls. SSgA maintains a conflicts of interest

agency trades with affiliates (where permissible under applicable

register (“Register”) which is a tool designed to assist in the

law, including ERISA).

identification and mitigation of conflicts at SSgA. The Register is reviewed and updated as necessary to reflect changes in

SSgA is subject to certain laws and regulations which prohibit or

the regulatory environment and SSgA’s business. SSgA also

restrict engaging in self-dealing and transactions with affiliates.

put in place a framework that establishes guidelines for SSgA

For example, ERISA prohibits transactions with affiliates

personnel to follow in order to address and manage potential

(“Parties in Interest”) except pursuant to specific exemptions

conflicts of interest involving its Investment Solutions Group.

granted by the DOL. SSgA employs systems controls reasonably

This framework serves to separate the Investment Solutions

designed to prevent SSgA from transacting with affiliates and

Group, Fiduciary Services, and Charitable Asset Management

other Parties in Interest of ERISA Funds, CTFs or Separately

teams from other areas of SSgA in order to mitigate any such

Managed Accounts for clients subject to ERISA.

potential conflicts of interest that these business models may

Institutionally, to prevent conflicts between clients of SSgA and

present when managed side by side with SSgA’s single strategy

other operating divisions of SSBT, the Chairman and CEO of

investment groups.

SSgA reports directly to the Chairman and CEO of SSBT, not to

24

SSgA Global Entities Australia: State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered office: Level 17, 420 George Street, Sydney, NSW 2000, Australia Telephone: +612 9240-7600 • Facsimile: +612 9240-7611. Belgium: State Street Global Advisors Belgium, Office Park Nysdam, 92 Avenue Reine Astrid, B-1310 La Hulpe, Belgium. Telephone: 32 2 663 2036 • Facsimile: 32 2 672 2077. Belgium is a branch of State Street Global Advisors Limited. Canada: State Street Global Advisors, Ltd., 770 Sherbrooke Street West Suite 1200, Montreal, Quebec H3A 1G1 Canada and 30 Adelaide Street East, Suite 500, Toronto, Ontario, M5C 3G6 Canada. Dubai: State Street Bank and Trust Company (Representative Office), Suite 404 4th Floor, Building 4, Emaar Square, Dubai, United Arab Emirates. Telephone: +971 (0)4-4372800 • Facsimile: +971 (0)4-4372818. France: State Street Global

Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number 412 052 680. Registered office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. Telephone: (+33) 1 44 45 40 00 • Facsimile: (+33) 1 44 45 41 92. Germany: State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. Telephone +49 (0)89-55878-400 • Facsimile +49 (0)89-55878-440. Hong Kong: State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong • Telephone: +852 2103-0288 • Facsimile: +852 2103-0200. Japan: State Street Global Advisors, Japan, 9-7-1 Akasaka, Minato-ku, Tokyo Telephone +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Securities Investment Advisers Association, Investment Trust Association, Japan Securities Dealers’ Association. Ireland: State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered number 145221. Member of the Irish Association of Investment Managers. Italy: State Street Global Advisors Ltd., Sede Secondaria di Milano - Via dei Bossi, 4 20121 Milan, Italy. Telephone: +39 02 32066 100 • Facsimile: +39 02 32066 155. Netherlands: State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands. Telephone: 31 20 7085600 • Facsimile 31 20 7085601, SSgA Netherlands is a branch of State Street Global Advisors Limited. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Reg. No: 200002719D), Telephone: +65 6826-7500 • Facsimile: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Telephone +41 (0)44 245 70 00 • Facsimile +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorised and regulated by the Financial Services Authority. Registered in England. Registered No. 2509928. VAT No. 5776591 81. Registered office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. Telephone: 020 3395 6000 • Facsimile: 020 3395 6350. United States: State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900. Web: www.ssga.com

This material is for your private information. The views expressed in this material are the views of SSgA through the period ended February 6, 2013 and are subject to change based on market and other conditions. The information provided does not constitute investment advice and it should not be relied on as such. All material has been obtained from sources believed to be reliable, but its accuracy is not guaranteed. This document contains certain statements that may be deemed forward-looking statements. Please note that any such statements are not guarantees of any future performance and actual results or developments may differ materially from those projected. Past performance is no guarantee of future results. SSgA generally delegates commodities management for separately managed accounts to SSgA FM, a wholly owned subsidiary of State Street and an affiliate of SSgA. SSgA FM is registered as a commodity trading advisor (TA with the Commodity Futures Trading Commission and National Futures Association.

State Street Global Advisors is the investment management business of State Street Corporation (NYSE: STT), one of the world’s leading providers of financial services to institutional investors. www.ssga.com

© 2013 State Street Corporation. All Rights Reserved.

ID1576-INST3467 0213 Exp. Date: 2/28/2014

SSgA Securities Lending Funds Outline and Overview of Disclosure Package o SSgA Securities Lending Program Disclosure o Provides an overview of our lending program o Provides an outline of risks inherent in securities lending o EquiLend Prohibited Transaction Exemption Notice and Acknowledgment o Notice and acknowledgment of State Street’s utilization of the EquiLend electronic securities lending trading platform in which State Street is an equity owner o ERISA Prohibited Transaction Exemption 2002-30 o U.S. Cash Collateral Strategy Disclosure Document o Describes core characteristics, attributes, and risks associated with a number of related collateral reinvestment strategies o Cash Collateral Pool Declaration of Trust or Operating Agreement (as applicable) o Overarching governing agreement for a series of cash collateral reinvestment funds outlining among other items the powers and duties of the trustee o Cash Collateral Pool Fund Declaration (including investment guidelines) o The operative governing trust document for a particular cash collateral reinvestment pool outlining among other items the investment objective and guidelines, the operating provisions and any applicable fees o Cash Collateral Pool Factsheets (most recent version) o Provides up-to-date characteristics and risk metrics for a particular cash collateral reinvestment pool o Securities Lending Authorization Agreement (available upon request) o Agreement between each Lending Fund and State Street as lending agent outlining among other items the duties of the lending agent, the rights of the Lending Fund in connection with the operation of the lending program and associated risks related to the reinvestment of cash collateral

SSgA Securities Lending Program Disclosure You are contemplating an investment or reinvestment in one or more collective or common trust funds managed by State Street Global Advisors (“SSgA”) that participates in State Street’s securities lending program (each a “Lending Fund” and collectively the “Lending Funds”). You should carefully review and consider the following information when making decisions related to an investment or reinvestment in a Lending Fund. June 2010

SSgA Securities Lending Program Disclosure

The SSgA Securities Lending Program The Lending Funds participate in an agency securities lending program sponsored by State Street Bank and Trust Company (“State Street”) as the lending agent. The lending agent has been appointed by the Lending Funds for the purpose of lending up to 100% of the Lending Fund’s securities and investing the cash collateral posted by the borrowers of those loaned securities (generally 102% or 105% of the market value of the securities loaned, depending on the nature of the securities loaned) in one of three collateral reinvestment funds (each a “Collateral Pool”, collectively the “Collateral Pools”). The loans are governed by a securities lending agreement between the lending agent, on behalf of Lending Funds, and each borrowing counterparty. The lending agent facilitates the securities lending process and monitors the creditworthiness of the borrowing counterparties. The actual percentage of the Lending Fund’s securities that are on loan (the utilization rate) will typically fluctuate on a daily basis in a dynamic lending program. The utilization rate will also vary across asset classes depending on borrowers’ demand for particular securities. The utilization rate for equity lending is generally significantly below 100%, although some equity securities will have a higher borrower demand. The utilization rate for certain fixed income lending (such as Treasury instruments) may be as high as 100%. The Lending Fund compensates the lending agent in connection with operating and maintaining the securities lending program by allowing the agent to retain a portion of the income earned by the Collateral Pools. SSgA acts as investment manager for the Collateral Pools and is compensated for its services. The Lending Funds receive cash from borrowers as collateral for the loan securities. The borrower agrees to receive a negotiated interest rate, which is generally referred to as the “rebate rate”, on the cash that it delivers to the lending client as collateral for the securities loan. This rate is generally a normal market rate less an agreed spread. The spread is functionally equivalent to the loan premium that the Lending Fund would otherwise earn in respect of a non-cash securities loan transaction. The amount of the revenue split is negotiated separately by the lending agent and each Lending Fund. The amount of the loan premium or rebate rate negotiated in each securities lending transaction may differ depending on several factors, including the demand for the security, tax considerations and the credit quality of the borrower. The value of the securities on loan are marked-to-market daily, and the borrower is required to provide additional collateral if the posted amount falls below the required value described above. The loaned securities are ultimately delivered to the borrower. The Lending Fund retains most of the economic ownership benefits associated with the borrowed securities, including the right to sell the securities and terminate the loan at any time, but the borrower has the right to vote the securities. When the securities loan is terminated, the borrower returns the securities to the lending agent who returns the collateral to the borrower. The Lending agent also pays the rebate rate to the borrower, retains the agreed upon split of the difference between the rebate rate and the return earned on the cash collateral invested (i.e., the gross spread) and credits the remainder of the gross spread to the Lending Fund. The revenues derived from the securities lending activities of the Lending Funds depend on many factors, including

State Street Global Advisors

the value of the securities available for to be loaned, the demand for the securities available to be loaned, the utilization rate, the type of collateral that may be accepted on behalf of the client, the amount of the rebate rate paid to the borrower or the fees paid by the borrower, the gross spread earned from the investment of any cash collateral and the amount of the fees or gross spread retained by the lending agent. State Street (as lending agent) uses an automated queue system to allocate securities lending opportunities fairly among all of its securities lending program participants; including the Lending Funds. This automated queue system determines on a daily basis both the active loan values (i.e., the on-loan balance) of each lending client and the percentage of the loan value outstanding to which each lending client is entitled (i.e., the entitlement amount). The system then subtracts the entitlement amount from the on-loan balance for each lendable security, adds these amounts for each lending client and sorts the sums in ascending order by asset class to establish a queue for new loans. The lending client with the highest negative balance (i.e., the lending client most in need of a loan) is first in the queue for a new securities loan. As new securities loans are processed, they are assigned to the first lending client in the queue that meets the loan requirements. When all shares from the first lending client are exhausted, the system selects the next account in the queue with available shares to lend. The process continues until the loan demand is satisfied. The entitlement credit balances are cumulative, beginning on the date the lending client’s portfolio is added to the system. Therefore, each lending account balance reflects the net impact of all past activity. The cumulative process of the queue is designed to treat all lending clients fairly over time. The lending agent’s specialized trading staff may override the automated system for loans of special value securities in order to fully capture their significantly higher values or for other reasons that in their reasonable discretion are necessary to support the overall securities lending program. The Collateral Pools The Collateral Pools used by the Lending Funds are not money market funds registered with the US Securities and Exchange Commission (“SEC”), and historically have not been required to comply with the investment restrictions that apply to registered money market funds. The Collateral Pools are not money market funds registered with the U.S. Securities and Exchange Commission or FDIC-insured bank deposits or otherwise guaranteed by SSgA or State Street or any of their respective affiliates and investors may lose money in the securities lending program. For more information about the investment policies, principal investment strategy and associated risks related to the Collateral Pools please see the “US Cash Collateral Strategy Disclosure Document” (as may be amended, modified, or supplemented from time to time) which is available on Client’s Corner and also available upon request from your Relationship Manager. One risk that the Collateral Pools are subject to is that the value of the investments held in the Collateral Pool may decline at any time. In such a case, the Lending Funds will bear any losses incurred as a result of the decline in value in the Collateral Pools and your investment in a Lending Fund will be impacted.

SSgA Securities Lending Program Disclosure

Lending Fund Liquidity Your ability to redeem your investment may be restricted for an indefinite period of time if SSgA determines in its sole discretion that such restrictions (which may include limiting redemptions, processing redemptions in-kind or partially in-kind or delaying payment of redemptions) are necessary to maintain sufficient liquidity in the Collateral Pools. In addition to satisfying redemption requests from the Lending Funds, liquidity in the Collateral Pools is needed to meet legal obligations of the Lending Funds arising out of the securities lending program. When a Lending Fund places securities on loan and receives cash collateral from the borrower, it has two ongoing obligations to that borrower. When the borrower returns the loaned securities, the Lending Fund has to return the amount of the cash collateral that it holds as security from that borrower. Although the Lending Fund may have invested that cash collateral in the Collateral Pools, the obligation to the borrower is fixed and not dependent upon the net asset value of the Collateral Pools. If the Lending Fund cannot return the cash collateral when the borrower returns the loaned securities, the Lending Fund would be in default and be responsible for any shortfall to the borrower. Similarly, each day as the market value of securities on loan changes, the Lending Fund either receives additional cash collateral from the borrower (if the value of the loaned securities increases) or returns a portion of the cash collateral previously received from the borrower (if the value of the securities on loan decreases). These two requirements, repayment of cash collateral upon borrower returns and mark-to-market obligations, reflect the contractual obligations of the Lending Funds and take precedence over liquidity requirements for redemptions from the Lending Funds. The liquidity in the Collateral Pools could be adversely affected by other factors as well, including but not limited to, a decline in the overall economy or in the securities markets in general, in the fixed income market in particular, or if there are other adverse changes in the market, such as the imposition of additional short selling limitations by regulators or a general decline of securities lending. In such a case, the Collateral Pools’ most liquid securities may need to be sold first in order to fulfill obligations to the securities borrowers and other creditors. An investor’s interest in a Lending Fund would be redeemed last and as a result you may not receive the full value of your investment or may have to receive interests in illiquid securities instead of cash. Collateral Pool Unit Value Under GAAP, the Lending Funds typically value their portfolio holdings based upon market values reported by independent pricing sources. As for certain asset types, such as money market instruments and units in the Collateral Pools, the Lending Funds can alternatively value these assets at amortized cost, if amortized cost approximates the mark-to-market value of the underlying assets. Historically, the market values of the Collateral Pools’ assets have approximated amortized cost. Although SSgA anticipates that subscription and withdrawal activity of Collateral Pool units will be processed at $1.00 per unit, there can be no guarantee that SSgA will be able to continue to do so in the future because the net asset value of the Collateral Pool is subject to market and conditions and will fluctuate and may decrease in the future.

State Street Global Advisors

If SSgA’s transaction value methodology no longer supports a $1.00 per unit price for the Collateral Pool at the time you redeem your units of the Lending Fund, your redemption proceeds will reflect the lower mark-to-market value of the Collateral Pool units held by the Lending Fund, and Lending Fund will realize the losses resulting from the difference between the $1.00 per unit purchase price and the mark-to-market value. Factors that could effect that determination could include realization of material credit losses within the Collateral Pools, decreased percentage of the Collateral Pools’ assets represented by positions that mature or pay down in the near term, or the need to sell any of the Collateral Pools’ holdings in the market. Any impact on the net asset value of a Lending Fund due to a determination that the Lending Fund’s holdings of units of a Collateral Pool should be valued for transaction purposes at less than $1.00 or the realization of any material loss in a Collateral Pool will be dependent upon the percentage of the Lending Fund’s securities that are on loan and the amount of Collateral Pool units held by the Lending Fund. Conflicts of Interest Whenever State Street, SSgA, or any of their respective affiliates provides a service to the Lending Funds there is the potential for a conflict of interest. Among the potential sources of conflict is compensation paid to State Street, SSgA and any of their respective affiliates. SSgA receives compensation from the Collateral Pools or the investors in the Lending Funds in two principal ways: management fees and sharing of revenue from securities lending. SSgA receives a management fee from the Collateral Pools, and investors in the Lending Funds pay SSgA a management fee for management of the Lending Funds. For its services as lending agent and managing the securities lending program, State Street receives a portion of the income generated by the Collateral Pools. The remaining portion of this income is distributed pro rata to the investors of the Lending Funds. Because SSgA’s revenue from managing the Lending Funds is determined in part by the net assets of the Lending Funds and the percentage of the Lending Funds’ securities out on loan, SSgA’s overall revenue would decrease in the event of significant withdrawals, a reduction of assets in the Lending Funds, and Collateral Pools or the overall decline in securities lending generally. Consequently, if any limitations on redemptions from the Lending Funds and Collateral Pools are imposed in the future to protect all investors in the Lending Funds, SSgA may also benefit from these limitations on redemption. Primary Risks of Participating in a Securities Lending Program Securities lending programs involve certain risks, including market, credit, liquidity, operational, legal and regulatory risks. As lending clients seek higher returns, many of these risks increase. The general risks involved in the securities lending program include the following: Counterparty or Borrower Risk Securities lending programs involve the risk that a borrowing counterparty will default on its obligations under their securities lending transactions. The borrowing counterparty can default in a number of ways, including failing to return equivalent securities on the

SSgA Securities Lending Program Disclosure

termination of the loan, failing to pay or provide manufactured income or equivalent other rights or entitlements when due and failing to satisfy margin calls as and when obliged to do so under the relevant borrower contract. Accordingly, the Lending client bears the risk that the cash collateral delivered by a borrowing counterparty will not be sufficient to purchase an equivalent number of replacement securities and cover all other obligations of the borrower upon default. State Street attempts to minimize counterparty risk by controlling the quality of approved borrowers, monitoring the daily activity of its borrowers, employing appropriate margining systems and, subject to certain conditions and limitations, providing indemnification provisions against borrower default, including any default relating to the insolvency of a borrowing counterparty. In particular, the indemnity offered by State Street covers the difference between (a) the actual or deemed cost to purchase an equivalent number of replacement securities for delivery to the Lending client upon such borrower default, plus any other amounts due and payable by the defaulting borrower prior to the default, and (b) the value of the collateral received by State Street from the defaulting borrower on behalf of the Lending client (e.g., if cash collateral is provided by the borrower, the value prior to the investment of such cash collateral by the Lending client). This indemnity is available only if the Lending client invests their cash collateral in one of the cash collateral pools managed by State Street. The borrower default indemnity does not cover risk of investment loss realized by a lending client in connection with its investment of any cash collateral received by State Street on behalf of such lending client. Cash Collateral Investment Risk Securities lending programs require the lending client to retain exposure to the market risk of incurring losses on any cash collateral that is reinvested, whether in one of the cash collateral pools managed by State Street or otherwise. In other words, the lending client bears the risk that the revenue generated from the investment of cash collateral by the lending client will not be enough to pay to the borrower the full amount of the cash collateral originally delivered by the borrower, plus the required rebate rate, when the borrowed securities are returned (i.e., credit risk) and the risk associated with the fact that the maturity of the instruments in which the cash collateral is invested differs from the maturity of the related securities loan transactions (i.e.duration risk). These risks may be realized if interest rates rise, spreads widen or the issuer of the securities in which the cash collateral is invested is downgraded or defaults on its obligations. The lending client bears the risk of loss with respect to the invested cash collateral and is responsible for funding any shortfall if the value of the invested cash collateral does not at least equal the value of the cash collateral originally received by State Street on behalf of the lending client plus the rebate rate owed the borrower or if the cash collateral is invested in illiquid instruments or is otherwise unavailable when a securities loan is terminated. In addition, because State Street and its affiliates receive a portion of the

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securities lending revenue generated by the lending client as well as a management fee based on the assets invested in each of the collateral pools but does not share in the investment losses, State Street may have an incentive to invest in securities that have greater potential for return but that also have greater investment risks. Replacement Risk Securities lending programs involve the risk that if a borrowing counterparty fails to return the securities loaned because it has rehypothecated the securities, either by using them to settle its short selling activities or by providing them as collateral to a third party, and thus is unable to source the relevant securities, State Street may likewise find it difficult to purchase an equivalent amount of replacement securities for delivery to the lending client. Although in such a case the indemnification obligations of State Street upon a borrower default (e.g., the failure to return the securities lent) provides financial compensation to the lending client for the value of the borrowed securities at the time of the borrower default, the lending client would not have the benefit of long term ownership of the securities that the borrowing counterparty failed to return. Operational Risk Securities lending programs involve the risk of processing mistakes and other administrative errors, such as problems with trade settlements, accurately tracking and distributing dividends or interest, determining the daily mark-to-market value of the securities on loan and any related posted collateral and, if required, collecting additional collateral, monitoring the quality of borrowers, tracking corporate actions on the borrowed securities or recalling securities on loan when they are sold by the lending client. In addition, if a securities lending program participant wants to vote securities on loan, there is a risk that those securities will not be timely recalled and returned before the record date and the borrowing counterparty will continue to have the right to vote the securities. Tax and Accounting Risk We believe all securities lending programs involve the risk that payments that are made in substitution for interest or dividends actually paid or accrued on loaned securities will receive different tax and accounting treatment than is typically accorded to those dividend and interest payments. Cash Collateral Investment Pools For more information about the investment policies, principal investment strategy and associated risks related to the Collateral Pools (including, but not limited to, redemption limitations and net asset valuation) please see the “US Cash Collateral Strategy Disclosure Document” which is available on Client’s Corner and also upon request from your SSgA Relationship Manager.

US Cash Collateral Strategy Disclosure Document This Strategy Disclosure Document describes core characteristics, attributes, and risks associated with a number of related strategies, including pooled investment vehicles and funds. Effective Date: 7/6/2010

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US Cash Collateral Strategy Disclosure Document

Table of Contents I. Product Profile II. Overview III. Selected Risk Factors IV. Individual Strategy Overviews

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Collateral Investment Fund Quality Trust for SSgA Funds Series Quality Trust for SSgA Funds Series Super Collateral Fund Super Collateral Fund

The Portfolios (as defined herein) are not insured by the FDIC or by another governmental agency; they are not obligations of the FDIC nor are they deposits or obligations of or guaranteed by State Street Bank and Trust Company or its affiliates. Investors can lose money by investing in the Portfolios.

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I.

Product Profile: Global Cash Management Group: US Cash Collateral Strategies

The Strategies included in this Strategy Disclosure Document are not “money market funds” registered with the U.S. Securities and Exchange Commission and are not subject to the various rules and limitations that apply to such funds. Although a Strategy may seek to maintain a stable or constant net asset value, there can be no assurance that it will do so. Investment Philosophy State Street Global Advisors, a division of State Street Bank and Trust Company (“SSgA”), believes that rigorous attention to investment opportunities and risk control on the short end of the yield curve can provide attractive yields in a risk-managed environment. In managing our cash collateral strategies, SSgA draws on the detailed economic, financial, and issuer-specific research available throughout our firm. In addition, cash management has an independent credit research team that performs independent detailed research and analysis on every issuer in our portfolios. Investment Process State Street Bank and Trust Company (“State Street”) acts as lending agent for client investment funds (collectively the “Lending Funds,” and

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individually a “Lending Fund”) that participate in its securities lending program. SSgA manages each of the Strategies exclusively for the investment of cash collateral received by the Lending Funds under the program. As lending agent, State Street invests cash collateral received by the Lending Funds from borrowers under the program in the one or more of the Strategies. For more information, including associated risks, regarding SSgA’s securities lending program, please refer to the “SSgA Securities Lending Program Disclosure” which is available on Client’s Corner and also upon request from SSgA. We manage the Strategies to provide safety of principal, daily liquidity appropriate for investment of securities lending collateral in the ordinary course, and a competitive yield, through investment principally in high quality, short-term securities. We use a relative value approach to identify investments for the Strategies, relying on in-depth fundamental research to identify sectors and issuers offering relatively attractive investment returns in light of the risks presented. Risk Management SSgA’s portfolio management and credit teams monitor interest rate, market, and credit risks closely on a continuing basis.

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II.

Overview

SSgA implements the Strategies as commingled funds organized to facilitate the investment of cash collateral received by lenders under State Street’s securities lending program (each of those commingled funds is referred to herein as a “Portfolio” and collectively the “Portfolios”). The actual investments held in a Portfolio at any time may differ from those held in other Portfolios managed using the same Strategy, based on a number of factors, such as cash flows or individual investment requirements or limitations applicable to a Portfolio. The description of a Strategy in this Strategy Disclosure Document is qualified by reference to any investment requirements or limitations that may apply to a particular Portfolio. SSgA may manage certain Portfolios in its capacity as trustee of those Portfolios. This Strategy Disclosure Document includes a separate individual strategy overview for each Portfolio, containing more detailed information about the Strategy. You should review the individual strategy overview for a Strategy in connection with the more general information provided below. An investment in a Strategy is subject to a number of risks, including, but not limited to, the risks summarized in the “Selected Risk Factors” section below. You should review those risks carefully. Investment Objective Each of the Portfolios seeks to provide safety of principal, daily liquidity appropriate for investment of securities lending collateral in the ordinary course, and a competitive yield return, through investment principally in high quality, short-term securities or other investments. A Portfolio’s specific investment objective is set out in the enclosed individual strategy overview relating to that Portfolio. A Portfolio is not a “money market fund” registered with the U.S. Securities and Exchange Commission, and is not subject to the various rules and limitations that apply to such funds. Although a Portfolio may seek to maintain a stable or constant net asset value, there can be no assurance that it will do so. Principal investment Strategies and Investments Each Portfolio invests principally in high quality, short-term securities and other investments. A Portfolio’s investments may include (a) securities issued or guaranteed by the United States Government, including treasury bills, notes, bonds and certificates of indebtedness, (b) securities issued by agencies or instrumentalities of the United States Government, (c) securities, which may include securities of private issuers, guaranteed by government-sponsored enterprises, (d) asset-backed securities and mortgage-backed securities, (e) other money market instruments such as certificates of deposit, bankers’ acceptances, commercial paper, and other short-term corporate debt securities, (f ) repurchase agreements meeting certain requirements and (g) to the extent permitted by law, shares in money market funds or other approved commingled investment vehicles, including other vehicles managed by SSgA. A Portfolio may concentrate its investments in one or more industries or groups of industries, such as investments in obligations of U.S. or non-U.S. banks. A Portfolio will not use derivatives

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in a manner that SSgA considers to be for purposes of creating investment leverage. (Investments made by SSgA with the intention to hedge or reduce risk will not be considered to have been made for the purpose of creating investment leverage; SSgA generally will determine whether an investment has the effect of creating investment leverage by evaluating the effect of the investment on the exposure and risk profile of a Portfolio as a whole. A Portfolio may purchase securities in which derivatives are embedded. SSgA uses a relative value approach to identify investments for the Portfolios. In selecting individual investments, SSgA uses in-depth fundamental research to identify sectors and issuers offering relatively attractive investment returns in light of the risks presented. A Portfolio will only invest in securities and other investments SSgA considers to present minimal credit risk. All of a Portfolio’s investments will be denominated in US dollars. There is no assurance that a Portfolio will achieve its investment objective. Rule 2a-7 In July 2010, SSgA adopted investment guidelines for each of the Portfolios calling for all new investments by the Portfolios to satisfy certain quality, maturity, and diversification requirements set forth in Rule 2a-7 under the Investment Company Act of 1940. For example, an investment purchased by a Portfolio must present “minimal credit risk,” taking into account factors including any rating assigned by a nationally recognized statistical rating organization. A security must have a remaining maturity of 397 days or less at the time of purchase. A Portfolio may not invest more than three percent (3%) of its total assets in so-called “Second Tier Securities.” A Portfolio’s investments must be highly diversified. The investment guidelines do not incorporate all of the requirements of Rule 2a-7, such as, for example, requirements as to board reporting, certain periodic testing requirements, and requirements for certain reports to the Securities and Exchange Commission. Certain investments currently held by the Portfolios and made before the investment guidelines were adopted do not meet the requirements described above. SSgA expects that, through maturities or dispositions of those investments, all of the Portfolios’ investments will over time have been purchased in compliance with the July 2010 investment guidelines. Until that time, SSgA will determine whether a new investment by a Portfolio meets those requirements without regard to those investments made earlier that do not meet the requirements. For this reason, and because the Portfolios will not be required to comply with all of the requirements of Rule 2a-7, a Portfolio’s investments and returns may differ from those of registered money market funds. Book value The Portfolios are authorized to issue and redeem shares/units at “book value” – typically at $1 per share/unit. SSgA uses an amortized cost-based methodology in valuing a Portfolio’s investments for this purpose. SSgA also calculates a daily market value of each Portfolio

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II.

Overview (continued)

based on market quotations, information provided by valuation services, and other sources, and monitors the variation between the value of the Portfolio’s shares/units based on that calculation and the Portfolio’s book value price per share/unit. The Portfolios are not registered money market funds, and may continue to issue and redeem shares/units at book value under circumstances where a registered money market fund might not. For example, a Portfolio may continue to do so when the variation between a Portfolio’s book value per share/ unit and market value per share/unit exceed levels permissible for a registered money market fund to issue and redeem shares/units at $1 per share/unit. SSgA may at any time (without notice to clients) cause a Portfolio to issue and redeem shares/units at their current market value, rather than their book value. In determining whether a Portfolio should issue and redeem shares/units at book value or at current market value, SSgA may consider a wide variety of factors, including, for example, the quality and maturity of the Portfolio’s investments, anticipated cash flows from those investments, anticipated purchase and redemption activity in the Portfolio shares/units, and what it considers to be the best interests of the Portfolio or its shareholders/unitholders. Although SSgA may consider the factors described above in purchasing or selling investments for a Portfolio, SSgA may purchase, sell, or continue to hold an investment for a Portfolio whenever it believes that doing so may benefit the Portfolio, on the basis of any of the factors described above or any other factors. Notwithstanding any and all provisions contained herein, SSgA may from time to time impose more restrictive guidelines which it deems appropriate in light of prevailing market conditions. SSgA has the authority to delay any redemption payment and/or restrict redemptions from each of the Portfolios and to determine whether to make any such redemptions in cash, in kind, or partly in cash and partly in kind. See “Selected Risk Factors – Significant

Withdrawals”. SSgA will not borrow money or use derivatives for a Portfolio in a manner that SSgA considers to have the purpose of creating investment leverage. (Investments made by SSgA with the intention to hedge or reduce risk will not be considered to have been made for the purpose of creating investment leverage; SSgA generally will determine whether an investment has the effect of creating investment leverage by evaluating the effect of the investment on the exposure and risk profile of a Portfolio as a whole.) To the extent permitted by applicable laws or regulations (including, in the case of any Portfolio that is subject to the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder (“ERISA”), ERISA, the Portfolios may pay SSgA or an affiliate fees and expenses related to the provision of investment management, custodial, administrative, bookkeeping, and accounting services, transfer agency and shareholder servicing, and other services that SSgA may from time to time consider necessary or appropriate. The Portfolios may invest in other pooled investment vehicles, including without limitation registered investment companies, private investment pools, and commingled trust funds, including entities sponsored, managed, or otherwise affiliated with SSgA. (In the case of a Portfolio that is subject to ERISA, such investments and transactions will be effected in a manner consistent with ERISA, including any applicable statutory, class, or individual prohibited transaction exemptions.) See “Selected Risk Factors – Conflicts of Interest Risk” and “ERISA Disclosure.” Risk Management SSgA’s portfolio management and credit teams monitor interest rate, market, and credit risks closely on a continuing basis.

Compliance by any investment with the requirements of any investment guideline, strategy, or limitation applicable to a Portfolio will apply only at the time of investment. The investment objective, principal investment strategies, and principal investments of the Portfolios may be changed at any time by SSgA, in its discretion. Under normal circumstances, existing investors in a Portfolio will receive notice in advance of any change SSgA considers to be material, unless, in SSgA’s judgment, it would be in the interests of the Portfolio or its investors to implement a change immediately and prior to its providing such notice. SSgA is exempt from registration and regulation under the Commodity Exchange Act (as amended) as a commodity pool operator in connection with the operation of the Portfolio.

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III.

Selected Risk Factors

The Portfolio does not constitute a complete investment program. Due to the uncertainty in all investments, there can be no assurance that the Portfolio will achieve its investment objective. The Portfolio may lose money. The Portfolio is not insured by the FDIC or by another governmental agency; an investment in a Portfolio is not an obligation of the FDIC nor is it a deposit or obligation of or guaranteed by State Street Bank and Trust Company or any of its affiliates. Investors can lose money by investing in a Portfolio. References to “the Portfolio” below are to each Portfolio managed using the Strategies. Not all risks apply to all of the Portfolios or to all Portfolios to the same extent. Asset-Backed Securities Risk Asset-backed investments tend to increase in value less than other debt securities when interest rates decline, but are subject to similar risk of decline in market value during periods of rising interest rates. In a period of declining interest rates, the Portfolio may be required to reinvest more frequent prepayments on asset-backed investments in lower-yielding investments. Asset-backed securities in which the Portfolio invests may have underlying assets that include motor vehicle installment sales or installment loan contracts, leases of various types of real and personal property, and receivables from credit card agreements. Automobile sales contracts or credit card receivables underlying asset-backed securities are subject to prepayment, which may reduce the overall return to asset-backed security holders. Holders may also experience delays in payment on the securities if the full amounts due on underlying sales contracts or receivables are not realized by a trust because of unanticipated legal or administrative costs of enforcing the contracts or because of depreciation or damage to the collateral (usually automobiles) securing certain contracts, or other factors. The values of asset-backed securities may be substantially dependent on the servicing of the underlying asset pools, and are therefore subject to risks associated with the negligence or malfeasance by their servicers and to the credit risk of their servicers. In certain circumstances, the mishandling of related documentation may also affect the rights of security holders in and to the underlying collateral. The insolvency of entities that generate receivables or that utilize the assets may result in added costs and delays in addition to losses associated with a decline in the value of underlying assets. It is possible that many or all asset-backed securities will fall out of favor at any time or over time with investors, affecting adversely the values and liquidity of the securities. Cash Collateral Investment Risk The Portfolio is available for investment by funds managed by SSgA that participate in State Street Bank and Trust Company’s securities lending program (“Lending Funds”) to invest cash collateral Lending Funds receive in securities lending transactions arranged by State Street or its affiliates as agent. If the value of the shares in the Portfolio falls, a Lending Fund, may not realize enough proceeds from the redemption of shares in the Portfolio to meet its obligations to the borrower of the securities. In addition, because State Street or its affiliates typically

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receive a portion of any investment return from the Portfolio as compensation for their securities lending services but may not share in any losses, SSgA may have an incentive to invest in securities for the Portfolio that have greater potential for return but also present greater investment risks. Cash Position Risk The Portfolio may hold a significant portion of its assets in cash or cash equivalents in SSgA’s discretion. If the Portfolio holds a significant cash position for an extended period of time, its investment returns may be adversely affected. Concentration Risk The Portfolio may concentrate its investments in companies in a particular industry or economic sector. When the Portfolio concentrates its investments in a particular industry or sector, financial, economic, business, and other developments affecting issuers in that industry or sector will have a greater effect on the Portfolio than if it had not concentrated its assets in that industry or sector. In addition, investors may buy or sell substantial amounts of the Portfolio’s shares in response to factors affecting or expected to affect an industry or sector in which the Portfolio concentrates its investments, resulting in extreme inflows or outflows of cash into and out of the Portfolio. Such inflows or outflows might affect management of the Portfolio adversely;, to the extent they were to cause the Portfolio’s cash position or cash requirements to exceed normal levels. The Portfolio may establish or terminate a concentration in an industry or sector at any time in SSgA’s discretion. Conflicts of Interest Risk SSgA or its affiliates may provide services to the Portfolio, such as securities lending agency services, custodial, administrative, bookkeeping, and accounting services, transfer agency and shareholder servicing, and other services. The Portfolio may enter into repurchase agreements and derivatives transactions with SSgA or one of its affiliates. The Portfolio may invest in other pooled investment vehicles sponsored, managed, or otherwise affiliated with SSgA, in which event the Portfolio will bear a share of the expenses of those other pooled investment vehicles; those investment vehicles may pay fees and other amounts to SSgA or its affiliates, which might have the effect of increasing the expenses of the Portfolio. It is possible that other clients of SSgA will purchase or sell interests in such other pooled investments at prices and at times more favorable than those at which the Portfolio does so. There is no assurance that the rates at which the Portfolio pays fees or expenses to SSgA or its affiliates, or the terms on which it enters into transactions with SSgA or its affiliates or on which it invests in any such other investment vehicles will be the most favorable available in the market generally or as favorable as the rates or terms SSgA makes available to other clients. There will be no independent oversight of fees or expenses paid to, or services provided by, those entities. Because of its financial interest, SSgA may have an incentive to

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III.

Selected Risk Factors (continued)

enter into transactions or arrangements on behalf of the Portfolio with itself or its affiliates in circumstances where it might not have done so in the absence of that interest. Transactions and services with SSgA or its affiliates will be effected in accordance with ERISA and related regulations and exemptions, if and to the extent they may apply. SSgA and its affiliates serve as an investment adviser to other clients and may make investment decisions for their own accounts and for the accounts of others, including other funds, that may be different from those that will be made by SSgA on behalf of the Portfolio. In particular, SSgA may provide advice to some clients that may include a recommendation to invest in or redeem from certain investments while not providing that same recommendation to all clients. Other conflicts may arise, for example, when clients of SSgA invest in different parts of an issuer’s capital structure, so that one or more clients own senior debt obligations of an issuer and other clients own junior debt of the same issuer, as well as circumstances in which clients invest in different tranches of the same structured financing vehicle. In such circumstances, decisions over whether to trigger an event of default or over the terms of any workout may result in conflicts of interest. When making investment decisions where a conflict of interest may arise, SSgA will endeavor to act in a fair and equitable manner, in the specific case or over time, as between the Portfolio and other clients. Subject to the foregoing, (i) SSgA and its affiliates may invest for their own accounts and for the accounts of clients in various securities that are senior, pari passu with, or junior to, or have interests different from or adverse to, the securities that are owned by the Portfolio; and (ii) SSgA may at certain times (subject to applicable law) be simultaneously seeking to purchase (or sell) investments for the Portfolio and to sell (or purchase) the same investment for accounts, funds or structured products for which it serves as asset manager now or in the future, or for its clients or affiliates, and may enter into cross trades in such circumstances. In addition, SSgA and its affiliates may buy securities from or sell securities to the Portfolio, if permitted by applicable law. These other relationships may also result in securities laws restrictions on transactions in these instruments by the Portfolio and otherwise create potential conflicts of interest for SSgA. SSgA, in connection with its other business activities, may acquire material non-public confidential information or price sensitive information that may restrict SSgA from purchasing securities or selling securities for itself or its clients (including the Portfolio) or otherwise using such information for the benefit of its clients or itself. Counterparty Risk The Portfolio will be subject to credit risk with respect to the counterparties with which it enters into derivatives contracts and other transactions such as repurchase agreements and securities lending transactions. If a counterparty becomes insolvent or otherwise fails to perform its obligations, the Portfolio may experience significant delays in obtaining any recovery in an insolvency, bankruptcy, or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

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Credit Risk The ability, or perceived ability, of a debt security’s issuer to make scheduled payments of interest and principal on the security will affect the value of the security. It is possible that the ability of an issuer to meet its obligations will decline substantially during the period when the Portfolio owns securities of that issuer or that the issuer will default on its obligations. An actual or perceived deterioration of the ability of an issuer to meet its obligations will likely have an adverse effect on the value of the issuer’s securities. The rating assigned to any particular investment does not necessarily reflect the issuer’s current financial condition and does not reflect an assessment of an investment’s volatility or liquidity. Although investment-grade investments generally have lower credit risk than investments rated below investment grade, they may share some of the risks of lower-rated investments, including the possibility that the issuers may be unable to make timely payments of interest and principal and thus default. If a security held by the Portfolio loses its rating or its rating is downgraded, the Portfolio may nonetheless continue to hold the security in the discretion of SSgA. Custodial Risk There are risks involved in dealing with the custodians or brokers who hold or settle the Portfolio’s trades. It is possible that, in the event of the insolvency or bankruptcy of a custodian or broker, the Portfolio would be delayed or prevented from recovering its assets from the custodian or broker, or its estate, and may have only a general unsecured claim against the custodian or broker for those assets. SSgA or an affiliate may serve as the custodian of the Portfolio. See “Conflicts of Interest Risk.” Defensive Investing Risk In response to market, economic, political, or other conditions, the Portfolio may depart from its principal investment strategies by temporarily investing for defensive purposes. If the Portfolio invests for defensive purposes, it may not achieve its investment objective. In addition, the defensive strategy may not work as intended. Deflation Risk Deflation risk is the risk that prices throughout the economy decline over time. Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer defaults more likely. These and other effects of deflation may result in a decline in the value of the Portfolio’s assets. Derivatives Risk The Portfolio’s use of derivative instruments involves risks different from, and possibly greater than, the risks associated with investing directly in securities and other more traditional investments. Derivatives are subject to a number of risks, such as potential changes in value in response to interest rate changes or other market developments or as a result of the counterparty’s credit quality and the risk that a derivative transaction may not have the effect SSgA anticipated. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value of a derivative may not correlate perfectly

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III.

Selected Risk Factors (continued)

with the asset, rate, or index underlying the derivative. Derivative transactions can create investment leverage and may be highly volatile. Use of derivatives other than for hedging purposes may be considered speculative. When the Portfolio invests in a derivative instrument, it could lose more than the principal amount invested. Many derivative transactions are entered into “over the counter” (not on an exchange or contract market); as a result, the value of such a derivative transaction will depend on the ability and the willingness of the Portfolio’s counterparty to perform its obligations under the transaction. A liquid secondary market may not always exist for the Portfolio’s derivative positions at any time. Use of derivatives may increase the amount and timing of taxes payable by shareholders. Although the use of derivatives is intended to enhance the Portfolio’s performance, it may instead reduce returns and increase volatility. Derivatives are subject to a number of risks described elsewhere in this section, such as market risk, credit risk, counterparty risk, leveraging risk, commodities risk, and management risk. Extension Risk Generally, in normal market conditions, during periods of rising interest rates, the average life of certain types of securities may be extended because of slower-than-expected principal payments. This may lock in a below-market interest rate, increase the security’s duration, and reduce the value of the security. Extension risk may be heightened during periods of adverse economic conditions generally, as payment rates decline due to higher unemployment levels and other factors. Financial Institution Risk Some instruments in which the Portfolio invests are issued or guaranteed by financial institutions, such as banks and brokers, or are collateralized by securities issued or guaranteed by financial institutions. Changes in the credit worthiness of any of these institutions may adversely affect the value of instruments held by the Portfolio. Adverse developments in the banking industry may cause the Portfolio to underperform other money market funds and other cash collateral investment pools that invest more broadly across different industries. Geographic Concentration Risk Because the Portfolio may invest a relatively large percentage of its assets in issuers located in a single country, a small number of countries, or a particular geographic region, the Portfolio’s performance could be closely tied to the market, currency, or economic, political, or regulatory conditions and developments in those countries or that region, and could be more volatile than the performance of more geographicallydiversified investments. Income Risk To the extent the Portfolio’s income is based on short-term interest rates, which may fluctuate over short periods of time, income received by the Portfolio may decrease as a result of a decline in interest rates.

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Inflation Risk Inflation risk is the risk that the value of the Portfolio’s assets or income from the Portfolio’s investments will be worth less in real terms in the future as a result of inflation. As inflation increases, the real value of the Portfolio’s investments could decline, and the interest payments on Fund borrowings may increase. Interest Rate Risk The values of bonds and other debt instruments usually rise and fall in response to changes in interest rates. Declining interest rates generally result in increases in the values of existing debt instruments, and rising interest rates generally result in reductions in the values of existing debt instruments. Interest rate risk is generally greater for investments with longer durations or maturities. Some investments give the issuer the option to call or redeem an investment before its maturity date. If an issuer calls or redeems an investment during a time of declining interest rates, the Portfolio might have to reinvest the proceeds in an investment offering a lower yield and therefore might not benefit from any increase in value as a result of declining interest rates. Adjustable rate instruments also generally react to interest rate changes in a similar manner although generally to a lesser degree (depending, however, on the characteristics of the reset terms, including the index chosen, frequency of reset and reset caps or floors, among other factors). Investment Risk Investment risk includes the possible loss of the entire principal amount that you invest. Your investment in the Portfolio represents an indirect investment in the securities and other investments owned by the Portfolio. The values of these securities and other investments may increase or decrease, at times rapidly and unexpectedly. Your investment in the Portfolio may at any point in the future be worth less than your original investment. Although the Portfolio may seek to preserve a stable net asset value of $1.00 per share/unit, it is possible to lose money by investing in the Portfolio. Issuer Risk The values of securities may decline for a number of reasons which directly relate to the issuers, such as, for example, management performance, financial leverage, and reduced demand for the issuer’s goods and services. Leveraging Risk Certain transactions, including, for example, when-issued, delayeddelivery, and forward commitment purchases, loans of portfolio securities, repurchase agreements (or reverse repurchase agreements), and the use of some derivatives, can result in leverage. In addition, the Portfolio may achieve investment leverage by borrowing money. Leverage generally has the effect of increasing the amounts of loss or gain the Portfolio might realize, and creates the likelihood of greater volatility of the value of the Portfolio’s investments. In transactions

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US Cash Collateral Strategy Disclosure Document

III.

Selected Risk Factors (continued)

involving leverage, a relatively small market movement or change in other underlying indicator can lead to significantly larger losses to the Portfolio. There is risk of loss in excess of invested capital. Limited Investment Program Risk The Portfolio is not intended to be a complete investment program, but rather is intended for investment as part of a diversified investment portfolio. Investors should consult their own advisers as to the role of the Portfolio in their overall investment programs. Liquidity Risk Certain investments and types of investments are subject to restrictions on resale, may trade in the over-the-counter market or in limited volume, or may not have an active trading market. Illiquid securities may trade at a discount from comparable, more liquid investments and may be subject to wide fluctuations in market value. It may be difficult for the Portfolio to value illiquid securities accurately. Also, the Portfolio may not be able to dispose of illiquid securities readily at a favorable time or price or at prices approximating those at which the Portfolio currently values them. Illiquid securities also may entail registration expenses and other transaction costs that are higher than those for liquid securities. In instances where the liquidity of a Portfolio’s securities is restricted or compromised, SSgA has the ability and may deem it necessary to place restrictions or limit client redemptions from a Portfolio. Low Short-Term Interest Rate Risk As short-term interest rates approach 0%, the Portfolio may maintain substantial cash balances. The Portfolio typically does not receive any income from uninvested cash. In addition, if the Portfolio generates insufficient income to pay its expenses, it may not pay a daily dividend. Management Risk The Portfolio is subject to management risk because it is an actively managed investment portfolio. SSgA’s judgments about the attractiveness, relative value, or potential appreciation of a particular sector, security, or investment strategy may prove to be incorrect, and there can be no assurance that they will produce the desired results. The Portfolio will be dependent to a substantial degree on the continued service of members of SSgA. In the event of the death, disability, or departure of any such individuals, or other changes in an investment management team, the performance of the Portfolio may be adversely impacted. Market Risk Your investment in the Portfolio will be affected by general economic conditions such as prevailing economic growth, inflation, and interest rates. For example, when economic growth slows, equity securities tend to decline in value; when interest rates rise, fixed income securities generally decline in value. Even if general economic conditions do not change, the value of your investment could decline if the particular industries, sectors, or companies in which the Portfolio invests do not perform well or are adversely affected by events.

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Mortgage-Backed Securities Risk Mortgage-backed investments tend to increase in value less than other debt securities when interest rates decline, but are subject to similar risk of decline in market value during periods of rising interest rates. In a period of declining interest rates, the Portfolio may be required to reinvest more frequent prepayments on mortgage-backed investments in lower-yielding investments. The values of mortgagebacked securities may be substantially dependent on the servicing of the underlying asset pools, and are therefore subject to risks associated with the negligence or malfeasance by their servicers and to the credit risk of their servicers. In certain circumstances, the mishandling of related documentation may also affect the rights of security holders in and to the underlying collateral. The insolvency of the underlying mortgagors may result in added costs and delays in addition to losses associated with a decline in the value of underlying assets. It is possible that many or all mortgage-backed securities will fall out of favor at any time or over time with investors, affecting adversely the values and liquidity of the securities. Municipal Obligations Risk The municipal market is volatile and can be significantly affected by adverse tax, legislative, or political changes and the financial condition of the issuers of municipal securities. Municipal obligations include revenue obligations. Revenue obligations are backed by the revenues generated from a specific project or facility and include industrial development bonds and private activity bonds. Private activity and industrial development bonds are dependent on the ability of the facility’s user to meet its financial obligations and the value of any real or personal property pledged as security for such payment. Because many municipal securities are issued to finance projects relating to education, health care, transportation and utilities, conditions in those sectors can affect the overall municipal market. In addition, municipal securities backed by current or anticipated revenues from a specific project or specific asset can be negatively affected by the discontinuance of the taxation supporting the project or asset or the inability to collect revenues for the project or from assets. If the Internal Revenue Service determines the issuer of a municipal security has not complied with applicable tax requirements, interest from the security could become taxable and the security could decline in value. Municipal obligations may also be subject to prepayment risk and extension risk. Certain states and other governmental entities have experienced, and may continue to experience, extreme financial pressures in response to financial and economic and other factors, and may be, or be perceived to be, unable to meet all of their obligations under municipal bonds issued or guaranteed by them. Portfolio Turnover Risk Portfolio turnover generally involves a number of direct and indirect costs and expenses to the Portfolio, including, for example, brokerage commissions, dealer mark-ups and bid/asked spreads, and transaction costs on the sale of securities and reinvestment in other securities. Such

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III.

Selected Risk Factors (continued)

costs have the effect of reducing the Portfolio’s investment return. Such sales may result in the realization of taxable capital gains, including short-term capital gains. Prepayment Risk Prepayment risk is the risk that an issuer will exercise its right to pay principal on an obligation held by the Portfolio earlier than expected. This may happen, for example, when there is a decline in interest rates and the obligors on mortgages or other assets underlying mortgagebacked or asset-backed securities increase the rates at which they prepay their obligations. Under these circumstances, the Portfolio may be unable to recoup all of its initial investment and may have to reinvest any amounts it receives in lower yielding securities. Repurchase Agreement Risk A repurchase agreement is an agreement to buy a security from a seller at one price and a simultaneous agreement to sell it back to the original seller at an agreed-upon price. Repurchase agreements may be viewed as loans made by the Portfolio which are collateralized by the securities subject to repurchase. The Portfolio’s investment return on such transactions will depend on the counterparties’ willingness and ability to perform their obligations under the repurchase agreements. If the Portfolio’s counterparty should default on its obligations and the Portfolio is delayed or prevented from recovering the collateral, or if the value of the collateral is insufficient, the Portfolio may realize a loss. Risk of Investment in Other Pools If the Portfolio invests in another pooled investment vehicle, it is exposed to the risk that the other pool will not perform as expected. The Portfolio is exposed indirectly to all of the risks applicable to an investment in the other pool. The investment policies and limitations of the other pool may not be the same as those of the Portfolio; as a result, the Portfolio may be subject to additional or different risks, or may achieve a reduced investment return, as a result of its investment in another pool. Because SSgA may receive fees from the other pools in which the Portfolio may invest (applicable law, including ERISA, may limit SSgA’s ability to receive such fees in certain cases), SSgA has a financial incentive to invest the assets of the Portfolio in such other pools. See “Conflicts of Interest Risk.” Significant Withdrawal Risk A significant withdrawal of capital from the Portfolio may affect the Portfolio and its investors adversely. For example, the Portfolio may be required to sell its more liquid portfolio investments to meet a large redemption; the Portfolio’s remaining assets may be less liquid, more volatile, and more difficult to price. Under such circumstances, the difference between the Portfolio’s book value per share and its market value per share may increase, and the Portfolio may be more likely to cease issuing and redeeming shares at book value and more likely to use a price based on market prices. SSgA has the authority to limit redemptions from the Portfolio (potentially for an extended period of time) and to determine whether to make any such redemptions in cash, in kind, or partly in cash and partly in kind. Although any limitations on

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redemptions would be imposed to protect all investors in the Portfolio, SSgA may also benefit from these limitations because SSgA and its affiliate, State Street, receive revenue from managing or providing services to the Portfolio that is determined in part by the net assets of the Portfolio. Tax Risk The Portfolio may be subject to U.S. or non-U.S. income taxes, including, without limitation, non-U.S. withholding taxes. In addition, an investment in the Portfolio may give rise to unrelated business taxable income. Investors should consult their tax advisors. U.S. Government Securities Risk The Portfolio may invest in debt securities issued or guaranteed by certain U.S. Government agencies, instrumentalities and sponsored enterprises. Some U.S. Government securities, such as Treasury bills, notes and bonds and mortgage-backed securities guaranteed by the Government National Mortgage Association (Ginnie Mae), are supported by the full faith and credit of the United States; others are supported by the right of the issuer to borrow from the U.S. Treasury; others are supported by the discretionary authority of the U.S. Government to purchase the agency’s obligations; and still others are supported only by the credit of the issuing agency, instrumentality, or enterprise. Although U.S. Government-sponsored enterprises may be chartered or sponsored by Congress, they are not funded by Congressional appropriations, and their securities are not issued by the U.S. Treasury, are not supported by the full faith and credit of the U.S. Government, and involve increased credit risks. In addition, certain governmental entities have been subject to regulatory scrutiny regarding their accounting policies and practices and other concerns that may result in legislation, changes in regulatory oversight and/ or other consequences that could adversely affect the credit quality, availability or investment character of securities issued by these entities. In September 2008, the U.S. Government took control of the Federal Home Long Mortgage Corporation (Freddie Mac) and the Federal National Mortgage Association (Fannie Mae) and placed the companies into a conservatorship. The long-term effect of this conservatorship on the companies’ debt, equities and other obligations is unclear. Variable and Floating Rate Securities In addition to traditional fixed-rate securities, the Portfolio may invest in debt securities with variable or floating interest rates or dividend payments. Variable or floating rate securities bear rates of interest that are adjusted periodically according to formulae intended to reflect market rates of interest. Variable or floating rate securities allow the Portfolio to participate in increases in interest rates through upward adjustments of the coupon rates on such securities. However, during periods of increasing interest rates, changes in the coupon rates may lag the change in market rates or may have limits on the maximum increase in coupon rates. Alternatively, during periods of declining interest rates, the coupon rates on such securities readjust downward resulting in a lower yield.

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US Cash Collateral Strategy Disclosure Document

III.

Selected Risk Factors (continued)

Valuation Risk Due to the nature of some of the Portfolio’s investments and the market environment, a substantial portion of the Portfolio’s assets may be valued by SSgA at fair value. The Portfolio’s assets may be valued using valuations provided by a pricing service or, alternatively, a broker-dealer or other market intermediary (sometimes just one broker-dealer or other market intermediary) when other reliable pricing sources may not be available. In some circumstances, SSgA may determine a fair value for a security that is not based on a valuation provided by a pricing service or broker, but on the basis of information otherwise known to it. There can be no assurance that such valuations accurately reflect the price the Portfolio would receive upon sale of a security, and to the extent the Portfolio sells a security at a price lower than the price it has been using to value the security, its net asset value will be adversely affected. Valuation The Portfolio will typically (though not necessarily) use the amortized cost valuation method to value its portfolio instruments. The amortized cost valuation method initially prices an instrument at its cost and thereafter assumes a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the market value of the instrument. The Portfolio relies on amortized cost valuation in issuing and redeeming shares at book value. The value of the Portfolio’s investments determined using market pricing

will nonetheless fluctuate and will likely be more or less, potentially significantly more or less, than book value. Under those circumstances, the Portfolio may discontinue issuing and redeeming shares at book value, in which case shares held by investors in the Portfolio may be valued at more or less than the amount they paid for them. Alternatively, the Portfolio may continue to issue and redeem shares at book value, in which case the issue and redemption price of the shares may be more or less than the actual net asset value per share determined using market prices. This may result in the purchase or sale of shares/units in the Portfolio at prices more than or less than their net asset value and dilution in the value of the investments of other investors in the Portfolio. ERISA Disclosure In the case of any ERISA Portfolio, SSgA acknowledges its status as a fiduciary under ERISA and shall not cause the Portfolio to enter into any transaction that would constitute a non-exempt “prohibited transaction” under Section 406 of ERISA, and in connection with its management of the Portfolio shall, as necessary or applicable to a given transaction, rely upon relevant statutory or administrative prohibited transaction exemptions, including, without limitation, Prohibited Transaction Class Exemption 91-38, 77-4, 84-14, 2002-30 and 2006-16.

© 2009 State Street Corporation - All Rights Reserved.

State Street Global Advisors

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US Cash Collateral Strategy Disclosure Document

IV.

Individual Strategy Overviews

US Cash Collateral Investment Strategies

ƒƒ ƒƒ ƒƒ ƒƒ ƒƒ

Collateral Investment Fund Quality Trust for SSgA Funds Series Quality Trust for SSgA Funds Series Super Collateral Fund Super Collateral Fund

State Street Global Advisors USCC00001

12

Collateral Investment Fund 6 July 2010

Investment Objective

Risk Management

Through active management, the Strategy seeks to provide safety of principal, daily liquidity appropriate for investment of securities lending collateral in the ordinary course, and a competitive return. The Strategy is not a “money market fund” registered with the Securities and Exchange Commission, and is not subject to the various rules and limitations that apply to such funds. Although a cash management product may seek to maintain a stable or constant net asset value, there can be no assurance that it will do so.

SSgA’s portfolio management and credit teams monitor interest rate, market, and credit risks closely on a continuing basis.

Investment Strategy The Strategy invests principally in high quality, short-term securities and other instruments. SSgA uses a relative value approach to identify investments for the Strategy. In selecting individual investments, SSgA uses in-depth fundamental research to identify sectors and issuers offering relatively attractive investment returns in light of the risks presented. The Strategy will only invest in securities and other obligations SSgA considers to present minimal credit risk. All of the Strategy’s investments will be denominated in US dollars. The Strategy’s investments may include (a) securities issued or guaranteed by the United States Government, including treasury bills, notes, bonds and certificates of indebtedness, (b) securities issued by agencies or instrumentalities of the United States Government, (c) securities, which may include securities of private issuers, guaranteed by government-sponsored enterprises, (d) asset backed securities and mortgage backed securities, (e) other money market instruments such as certificates of deposit, bankers’ acceptances, commercial paper and other short-term corporate debt securities, (f ) repurchase agreements meeting certain requirements and (g) to the extent permitted by law, shares in money market funds or other approved commingled investment vehicles, including other vehicles managed by SSgA. The Strategy may concentrate its investments in one or more industries or groups of industries, such as investments in obligations of U.S. or non-U.S. banks. The Strategy will not use derivatives in a manner that SSgA considers to be for purposes of creating investment leverage. (Investments made by SSgA with the intention to hedge or reduce risk will not be considered to have been made for the purpose of creating investment leverage; SSgA generally will determine whether an investment has the effect of creating investment leverage by evaluating the effect of the investment on the exposure and risk profile of a Portfolio as a whole. The Strategy may purchase securities in which derivatives are embedded. As of July 2010, all new investments by the Strategy are required to satisfy certain quality, maturity, and diversification requirements set forth in Rule 2a-7 under the Investment Company Act of 1940. The investment guidelines do not incorporate all of the requirements of Rule 2a-7. Certain investments currently held by the Strategy and made before the investment guidelines were adopted do not meet the requirements applicable to new Strategy investments. SSgA will determine whether a new investment by the Strategy meets those requirements without regard to those investments made earlier that do not meet the requirements. The Strategy issues and redeems shares at “book value” of $1 per share, based on an amortized cost-based methodology used for valuing the Strategy’s investments. The Strategy is not a registered money market fund, and may continue to issue and redeem shares at book value under circumstances where a registered money market fund might not, such as when the variation between book value per share and market value per share exceed levels permissible for a registered money market fund to issue and redeem shares at $1 per share. SSgA may at any time (without notice to investors) cause the Strategy to issue and redeem shares at their market value, rather than their book value.

Investment Manager The Strategy is managed by State Street Global Advisors (SSgA), the investment management division of State Street Bank and Trust Company, and a global leader in providing investment management services to clients worldwide. SSgA has been selected by many worldwide industry leaders to provide premier investment management services. To learn more about SSgA, visit our web site at www.ssga.com

Key Facts ƒƒ Is actively managed ƒƒ Will not use investment leverage ƒƒ Will not sell securities short ƒƒ Will not lend its portfolio securities

This individual strategy overview provides summary information regarding the Strategy. It should be read in conjunction with the Strategy’s Disclosure Document which contains important information about the Strategy, including a description of a number of risks. 13

Quality Trust for SSgA Funds Strategy 6 July 2010

Investment Objective

Risk Management

Through active management, the Strategy seeks to provide safety of principal, daily liquidity appropriate for investment of securities lending collateral in the ordinary course, and a competitive return. The Strategy is not a “money market fund” registered with the Securities and Exchange Commission, and is not subject to the various rules and limitations that apply to such funds. Although a cash management product may seek to maintain a stable or constant net asset value, there can be no assurance that it will do so.

SSgA’s portfolio management and credit teams monitor interest rate, market, and credit risks closely on a continuing basis.

Investment Strategy The Strategy invests principally in high quality, short-term securities and other instruments. SSgA uses a relative value approach to identify investments for the Strategy. In selecting individual investments, SSgA uses in-depth fundamental research to identify sectors and issuers offering relatively attractive investment returns in light of the risks presented. The Strategy will only invest in securities and other obligations SSgA considers to present minimal credit risk. All of the Strategy’s investments will be denominated in US dollars. The Strategy’s investments may include (a) securities issued or guaranteed by the United States Government, including treasury bills, notes, bonds and certificates of indebtedness, (b) securities issued by agencies or instrumentalities of the United States Government, (c) securities, which may include securities of private issuers, guaranteed by government-sponsored enterprises, (d) asset backed securities and mortgage backed securities, (e) other money market instruments such as certificates of deposit, bankers’ acceptances, commercial paper and other short-term corporate debt securities, (f ) repurchase agreements meeting certain requirements and (g) to the extent permitted by law, shares in money market funds or other approved commingled investment vehicles, including other vehicles managed by SSgA. The Strategy may concentrate its investments in one or more industries or groups of industries, such as investments in obligations of U.S. or non-U.S. banks. The Strategy will not use derivatives in a manner that SSgA considers to be for purposes of creating investment leverage. (Investments made by SSgA with the intention to hedge or reduce risk will not be considered to have been made for the purpose of creating investment leverage; SSgA generally will determine whether an investment has the effect of creating investment leverage by evaluating the effect of the investment on the exposure and risk profile of a Portfolio as a whole. The Strategy may purchase securities in which derivatives are embedded. As of July 2010, all new investments by the Strategy are required to satisfy certain quality, maturity, and diversification requirements set forth in Rule 2a-7 under the Investment Company Act of 1940. The investment guidelines do not incorporate all of the requirements of Rule 2a-7. Certain investments currently held by the Strategy and made before the investment guidelines were adopted do not meet the requirements applicable to new Strategy investments. SSgA will determine whether a new investment by the Strategy meets those requirements without regard to those investments made earlier that do not meet the requirements. The Strategy issues and redeems shares at “book value” of $1 per share, based on an amortized cost-based methodology used for valuing the Strategy’s investments. The Strategy is not a registered money market fund, and may continue to issue and redeem shares at book value under circumstances where a registered money market fund might not, such as when the variation between book value per share and market value per share exceed levels permissible for a registered money market fund to issue and redeem shares at $1 per share. SSgA may at any time (without notice to investors) cause the Strategy to issue and redeem shares at their market value, rather than their book value.

Investment Manager The Strategy is managed by State Street Global Advisors (SSgA), the investment management division of State Street Bank and Trust Company, and a global leader in providing investment management services to clients worldwide. SSgA has been selected by many worldwide industry leaders to provide premier investment management services. To learn more about SSgA, visit our web site at www.ssga.com.

Key Facts ƒƒ Is actively managed ƒƒ Will not use investment leverage ƒƒ Will not sell securities short ƒƒ Will not lend its portfolio securities

This individual strategy overview provides summary information regarding the Strategy. It should be read in conjunction with the Strategy’s Disclosure Document which contains important information about the Strategy, including a description of a number of risks. 14

Series Quality Trust for SSgA Funds 6 July 2010

Investment Objective

Risk Management

Through active management, the Strategy seeks to provide safety of principal, daily liquidity appropriate for investment of securities lending collateral in the ordinary course, and a competitive return. The Strategy is not a “money market fund” registered with the Securities and Exchange Commission, and is not subject to the various rules and limitations that apply to such funds. Although a cash management product may seek to maintain a stable or constant net asset value, there can be no assurance that it will do so.

SSgA’s portfolio management and credit teams monitor interest rate, market, and credit risks closely on a continuing basis.

Investment Strategy The Strategy invests principally in high quality, short-term securities and other instruments. SSgA uses a relative value approach to identify investments for the Strategy. In selecting individual investments, SSgA uses in-depth fundamental research to identify sectors and issuers offering relatively attractive investment returns in light of the risks presented. The Strategy will only invest in securities and other obligations SSgA considers to present minimal credit risk. All of the Strategy’s investments will be denominated in US dollars. The Strategy’s investments may include (a) securities issued or guaranteed by the United States Government, including treasury bills, notes, bonds and certificates of indebtedness, (b) securities issued by agencies or instrumentalities of the United States Government, (c) securities, which may include securities of private issuers, guaranteed by government-sponsored enterprises, (d) asset backed securities and mortgage backed securities, (e) other money market instruments such as certificates of deposit, bankers’ acceptances, commercial paper and other short-term corporate debt securities, (f ) repurchase agreements meeting certain requirements and (g) to the extent permitted by law, shares in money market funds or other approved commingled investment vehicles, including other vehicles managed by SSgA. The Strategy may concentrate its investments in one or more industries or groups of industries, such as investments in obligations of U.S. or non-U.S. banks. The Strategy will not use derivatives in a manner that SSgA considers to be for purposes of creating investment leverage. (Investments made by SSgA with the intention to hedge or reduce risk will not be considered to have been made for the purpose of creating investment leverage; SSgA generally will determine whether an investment has the effect of creating investment leverage by evaluating the effect of the investment on the exposure and risk profile of a Portfolio as a whole. The Strategy may purchase securities in which derivatives are embedded. As of July 2010, all new investments by the Strategy are required to satisfy certain quality, maturity, and diversification requirements set forth in Rule 2a-7 under the Investment Company Act of 1940. The investment guidelines do not incorporate all of the requirements of Rule 2a-7. Certain investments currently held by the Strategy and made before the investment guidelines were adopted do not meet the requirements applicable to new Strategy investments. SSgA will determine whether a new investment by the Strategy meets those requirements without regard to those investments made earlier that do not meet the requirements. The Strategy issues and redeems shares at “book value” of $1 per share, based on an amortized cost-based methodology used for valuing the Strategy’s investments. The Strategy is not a registered money market fund, and may continue to issue and redeem shares at book value under circumstances where a registered money market fund might not, such as when the variation between book value per share and market value per share exceed levels permissible for a registered money market fund to issue and redeem shares at $1 per share. SSgA may at any time (without notice to investors) cause the Strategy to issue and redeem shares at their market value, rather than their book value.

Investment Manager The Strategy is managed by State Street Global Advisors (SSgA), the investment management division of State Street Bank and Trust Company, and a global leader in providing investment management services to clients worldwide. SSgA has been selected by many worldwide industry leaders to provide premier investment management services. To learn more about SSgA, visit our web site at www.ssga.com.

Key Facts ƒƒ Is actively managed ƒƒ Will not use investment leverage ƒƒ Will not sell securities short ƒƒ Will not lend its portfolio securities

This individual strategy overview provides summary information regarding the Strategy. It should be read in conjunction with the Strategy’s Disclosure Document which contains important information about the Strategy, including a description of a number of risks. 15

Series Super Collateral Fund 6 July 2010

Investment Objective

Risk Management

Through active management, the Strategy seeks to provide safety of principal, daily liquidity appropriate for investment of securities lending collateral in the ordinary course, and a competitive return. The Strategy is not a “money market fund” registered with the Securities and Exchange Commission, and is not subject to the various rules and limitations that apply to such funds. Although a cash management product may seek to maintain a stable or constant net asset value, there can be no assurance that it will do so.

SSgA’s portfolio management and credit teams monitor interest rate, market, and credit risks closely on a continuing basis.

Investment Strategy The Strategy invests principally in high quality, short-term securities and other instruments. SSgA uses a relative value approach to identify investments for the Strategy. In selecting individual investments, SSgA uses in-depth fundamental research to identify sectors and issuers offering relatively attractive investment returns in light of the risks presented. The Strategy will only invest in securities and other obligations SSgA considers to present minimal credit risk. All of the Strategy’s investments will be denominated in US dollars. The Strategy’s investments may include (a) securities issued or guaranteed by the United States Government, including treasury bills, notes, bonds and certificates of indebtedness, (b) securities issued by agencies or instrumentalities of the United States Government, (c) securities, which may include securities of private issuers, guaranteed by government-sponsored enterprises, (d) asset backed securities and mortgage backed securities, (e) other money market instruments such as certificates of deposit, bankers’ acceptances, commercial paper and other short-term corporate debt securities, (f ) repurchase agreements meeting certain requirements and (g) to the extent permitted by law, shares in money market funds or other approved commingled investment vehicles, including other vehicles managed by SSgA. The Strategy may concentrate its investments in one or more industries or groups of industries, such as investments in obligations of U.S. or non-U.S. banks. The Strategy will not use derivatives in a manner that SSgA considers to be for purposes of creating investment leverage. (Investments made by SSgA with the intention to hedge or reduce risk will not be considered to have been made for the purpose of creating investment leverage; SSgA generally will determine whether an investment has the effect of creating investment leverage by evaluating the effect of the investment on the exposure and risk profile of a Portfolio as a whole. The Strategy may purchase securities in which derivatives are embedded. As of July 2010, all new investments by the Strategy are required to satisfy certain quality, maturity, and diversification requirements set forth in Rule 2a-7 under the Investment Company Act of 1940. The investment guidelines do not incorporate all of the requirements of Rule 2a-7. Certain investments currently held by the Strategy and made before the investment guidelines were adopted do not meet the requirements applicable to new Strategy investments. SSgA will determine whether a new investment by the Strategy meets those requirements without regard to those investments made earlier that do not meet the requirements. The Strategy issues and redeems shares at “book value” of $1 per share, based on an amortized cost-based methodology used for valuing the Strategy’s investments. The Strategy is not a registered money market fund, and may continue to issue and redeem shares at book value under circumstances where a registered money market fund might not, such as when the variation between book value per share and market value per share exceed levels permissible for a registered money market fund to issue and redeem shares at $1 per share. SSgA may at any time (without notice to investors) cause the Strategy to issue and redeem shares at their market value, rather than their book value.

Investment Manager The Strategy is managed by State Street Global Advisors (SSgA), the investment management division of State Street Bank and Trust Company, and a global leader in providing investment management services to clients worldwide. SSgA has been selected by many worldwide industry leaders to provide premier investment management services. To learn more about SSgA, visit our web site at www.ssga.com.

Key Facts ƒƒ Is actively managed ƒƒ Will not use investment leverage ƒƒ Will not sell securities short ƒƒ Will not lend its portfolio securities

This individual strategy overview provides summary information regarding the Strategy. It should be read in conjunction with the Strategy’s Disclosure Document which contains important information about the Strategy, including a description of a number of risks. 16

Super Collateral Fund 6 July 2010

Investment Objective

Risk Management

Through active management, the Strategy seeks to provide safety of principal, daily liquidity appropriate for investment of securities lending collateral in the ordinary course, and a competitive return. The Strategy is not a “money market fund” registered with the Securities and Exchange Commission, and is not subject to the various rules and limitations that apply to such funds. Although a cash management product may seek to maintain a stable or constant net asset value, there can be no assurance that it will do so.

SSgA’s portfolio management and credit teams monitor interest rate, market, and credit risks closely on a continuing basis.

Investment Strategy The Strategy invests principally in high quality, short-term securities and other instruments. SSgA uses a relative value approach to identify investments for the Strategy. In selecting individual investments, SSgA uses in-depth fundamental research to identify sectors and issuers offering relatively attractive investment returns in light of the risks presented. The Strategy will only invest in securities and other obligations SSgA considers to present minimal credit risk. All of the Strategy’s investments will be denominated in US dollars. The Strategy’s investments may include (a) securities issued or guaranteed by the United States Government, including treasury bills, notes, bonds and certificates of indebtedness, (b) securities issued by agencies or instrumentalities of the United States Government, (c) securities, which may include securities of private issuers, guaranteed by government-sponsored enterprises, (d) asset backed securities and mortgage backed securities, (e) other money market instruments such as certificates of deposit, bankers’ acceptances, commercial paper and other short-term corporate debt securities, (f ) repurchase agreements meeting certain requirements and (g) to the extent permitted by law, shares in money market funds or other approved commingled investment vehicles, including other vehicles managed by SSgA. The Strategy may concentrate its investments in one or more industries or groups of industries, such as investments in obligations of U.S. or non-U.S. banks. The Strategy will not use derivatives in a manner that SSgA considers to be for purposes of creating investment leverage. (Investments made by SSgA with the intention to hedge or reduce risk will not be considered to have been made for the purpose of creating investment leverage; SSgA generally will determine whether an investment has the effect of creating investment leverage by evaluating the effect of the investment on the exposure and risk profile of a Portfolio as a whole. The Strategy may purchase securities in which derivatives are embedded. As of July 2010, all new investments by the Strategy are required to satisfy certain quality, maturity, and diversification requirements set forth in Rule 2a-7 under the Investment Company Act of 1940. The investment guidelines do not incorporate all of the requirements of Rule 2a-7. Certain investments currently held by the Strategy and made before the investment guidelines were adopted do not meet the requirements applicable to new Strategy investments. SSgA will determine whether a new investment by the Strategy meets those requirements without regard to those investments made earlier that do not meet the requirements. The Strategy issues and redeems shares at “book value” of $1 per share, based on an amortized cost-based methodology used for valuing the Strategy’s investments. The Strategy is not a registered money market fund, and may continue to issue and redeem shares at book value under circumstances where a registered money market fund might not, such as when the variation between book value per share and market value per share exceed levels permissible for a registered money market fund to issue and redeem shares at $1 per share. SSgA may at any time (without notice to investors) cause the Strategy to issue and redeem shares at their market value, rather than their book value.

Investment Manager The Strategy is managed by State Street Global Advisors (SSgA), the investment management division of State Street Bank and Trust Company, and a global leader in providing investment management services to clients worldwide. SSgA has been selected by many worldwide industry leaders to provide premier investment management services. To learn more about SSgA, visit our web site at www.ssga.com.

Key Facts ƒƒ Is actively managed ƒƒ Will not use investment leverage ƒƒ Will not sell securities short ƒƒ Will not lend its portfolio securities

This individual strategy overview provides summary information regarding the Strategy. It should be read in conjunction with the Strategy’s Disclosure Document which contains important information about the Strategy, including a description of a number of risks. 17