Filed Pursuant to Rule 485(b)
As filed with the Securities and Exchange Commission on May 28, 1999
Registration No. 33-19229; 811-5430
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ( X )
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Pre-Effective Amendment No. ( )
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Post-Effective Amendment No. 51 ( X )
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 (X )
Amendment No. 53 ( X )
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(Check appropriate box or boxes)
SSgA FUNDS
(Exact Name of Registrant as Specified in Charter)
909 A Street
Tacoma, Washington 98402
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (253) 627-7001
Name and Address of Copies to:
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Agent for Service:
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Karl J. Ege Philip H. Newman, Esq.
Secretary and General Counsel Goodwin, Procter & Hoar
Frank Russell Investment Management Company Exchange Place
909 A Street Boston, Massachusetts 02109
Tacoma, Washington 98402
Approximate Date of Proposed Public Offering: As soon as
practicable after the effective date of this Registration Statement.
It is proposed that this filing will become effective under Rule 485:
(_X_) immediately upon filing pursuant to paragraph (b)
(__) on (_____________) pursuant to paragraph (b)
(__) 60 days after filing pursuant to paragraph (a)
(__) on (date) pursuant to paragraph (a)(1)
(__) 75 days after filing pursuant to paragraph (a)(2)
(__) on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following:
(__) This post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
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SSgA FUNDS
Form N-1A Cross Reference Sheet
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PART A ITEM NUMBER AND CAPTION PROSPECTUS CAPTION
<S> <C> <C>
1. Front and Back Cover Pages Front and Back Cover Pages
2. Risk/Return Summary: Investments, Risks and Investment Stretagies and Principal Risks; Additional
Performance Information about the Fund's Investment Strategies
and Risks
3. Risk/Return Summary: Fee Table Fund Operating Expenses
4. Investment Objectives, Principal Strategies, Investment Objectives, Principal Strategies, and
and Related Risks Related Risks
(a) Fundamental Investment Objective; Non-Fundamental
Investment Objective
(b) Investment Objectives, Principal Strategies, and
Related Risks; Portfolio Turnover
(c) Risk Factors
5. Management's Discussion of Fund Performance None
6. Management, Organization and Capital Structure Management of the Fund
(a)(1), (2) Advisor
(a)(3) Not Applicable
(b) Not Applicable
7. Shareholder Information
(a) Pricing of Fund Shares
(b) Purchase of Fund Shares
(c) Redemption of Fund Shares
(d) Dividends and Distributions
(e) Taxes
(f) Not Applicable
8. Distribution Arrangements
(a) Fund Operating Expenses
(b) Fund Operating Expenses
(c) Not Applicable
9. Financial Highlights Information None
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<TABLE>
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PART B ITEM NUMBER AND CAPTION STATEMENT OF ADDITIONAL INFORMATION CAPTION
<S> <C> <C>
10. Cover Page and Table of Contents Cover Page and Table of Contents
11. Fund History Fund History
12. Description of the Fund and Its Investments Description of the Fund and Its Investments and Risks
and Risks
(a) Description of the Fund and Its Investments and Risks
(b) Investment Strategies; Certain Risk Factors
(c) Investment Restrictions
(d) Temporary Defensive Position
(e) Portfolio Turnover
13. Management of the Fund
(a), (b), (c) Trustees and Officers
(d) Compensation
(e) Not Applicable
14. Control Persons and Principal Holders of Control Persons and Principal Shareholders
Securities
(a), (b), (c) Control Persons and Principal Shareholders
15. Investment Advisory and Other Services Investment Advisory and Other Services
(a) Advisor
(b) Distributor
(c), (d) Distribution Plan and Shareholder Servicing
Arrangements
(e) Not Applicable
(f) Not Applicable
(g) Distribution Plan and Shareholder Servicing
Arrangements--Distribution Plan
(h) Administrator; Transfer Agent and Custodian;
Independent Public Accountants
16. Brokerage Allocation and Other Policies Brokerage Practices
(a), (b), (c) Brokerage Practices
(d) Not Applicable
(e) Brokerage Practices
17 Capital Stock and Other Securities Capitalization and Voting
(a) Capitalization and Voting
(b) Not Applicable
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<TABLE>
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18. Purchase, Redemption and Pricing of Shares
(a) Purchase of Fund Shares (Prospectus)
(b) Not Applicable
(c) Pricing of Fund Shares
(d) Not Applicable
19 Taxation of the Fund Taxes
20. Underwriters
(a) Distributor
(b), (c) Not Applicable
21. Calculation of Performance Data Yield and Total Return Quotations
22. Financial Statements Financial Statements
</TABLE>
Part C
Information required to be included in Part C is set forth under the
appropriate item, so numbered in Part C of this Registration Statement.
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SSgA FUNDS
Contents of Registration Statement
This Registration Statement consists of the following papers and documents:
Cover Sheet
Form N-1A Cross Reference Sheet
Part A - Prospectus
Part B - Statement of Additional Information
Part C - Other Information
Signature Page
Exhibits
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SSgA FUNDS
One International Place
Boston, Massachusetts 02110
(800) 647-7327
IAM SHARES FUND
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.
The IAM SHARES Fund seeks to achieve its investment objective of maximizing the
Fund's total return primarily through investments in equity securities of
companies that have entered into collective bargaining agreements with the
International Association of Machinists and Aerospace Workers or affiliated
labor unions ("IAM companies").
PROSPECTUS DATED MAY 28, 1999
<PAGE>
TABLE OF CONTENTS
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INVESTMENT STRATEGIES AND PRINCIPAL RISKS.................................................3
NON-FUNDAMENTAL INVESTMENT OBJECTIVE....................................................3
PRINCIPAL INVESTMENT STRATEGIES.........................................................3
PRINCIPAL RISKS OF INVESTING IN THE FUND................................................3
FEES AND EXPENSES OF THE FUND.............................................................4
MANAGEMENT OF THE FUND....................................................................6
ADDITIONAL INFORMATION ABOUT THE FUND'S OBJECTIVES, INVESTMENT STRATEGIES AND RISKS.......6
SHAREHOLDER INFORMATION...................................................................7
PURCHASE OF FUND SHARES.................................................................7
REDEMPTION OF FUND SHARES...............................................................9
DISTRIBUTION SERVICES AND SHAREHOLDER SERVICING ARRANGEMENTS...........................11
PRICING OF FUND SHARES.................................................................11
DIVIDENDS AND DISTRIBUTIONS............................................................12
TAXES..................................................................................12
ADDITIONAL INFORMATION ABOUT THE FUND....................................................13
</TABLE>
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INVESTMENT STRATEGIES AND PRINCIPAL RISKS
Non-Fundamental Investment Objective
The Fund's investment objective is to maximize total return by investing
primarily in equity securities of companies that have entered into collective
bargaining agreements with the International Association of Machinists and
Aerospace Workers or affiliated labor unions ("IAM companies"). This objective
may be changed by the Fund's Trustees without shareholder approval.
Principal Investment Strategies
The purpose of the IAM SHARES Fund is to provide an investment vehicle where the
majority of holdings are securities of IAM companies. Under normal market
conditions, the Fund will invest at least 65% of its total assets in equity
securities of IAM companies.
As of the date of this prospectus, a universe of 335 IAM-represented companies
was developed by the IAM. Based on the current model environment, over half of
the 335 IAM-represented companies qualify as investments by this Fund. All
investments are: (1) publicly traded; (2) sufficiently capitalized, the current
weighted average capitalization is $99.4 billion; (3) trade within the limits of
market volatility. Investments that are not selected in the current model
environment are still included in the investable universe and may be selected
for future investment. IAM companies are diverse both geographically and by
industry. The portfolio manager will rebalance the fund frequently in order to
maintain its relative exposure to IAM companies, as well as to account for any
changes to the universe of IAM companies. While the Fund seeks a high
correlation with the S&P 500 Index(R) returns, the Fund will not replicate the
S&P 500 Index, therefore, the Fund's returns will likely vary from the index's
returns.
The Fund's investment strategy is driven by an investment process that manages
portfolio exposure to fundamental attributes in a multifactor risk model
environment. These attributes include industry allocations as well as factors
such as size, style, growth expectations and valuation ratios. This model
attempts to create a portfolio with the best expected return per unit of risk.
American Depository Receipts (ADRs). The Fund may invest in securities of
foreign issuers in the form of ADRs, and similar instruments, or other
securities convertible into securities of eligible issuers. ADRs represent the
right to receive securities of foreign issuers deposited in a domestic bank or a
correspondent bank. The ADRs chosen for investment by the Fund may have
collective bargaining agreements with the IAM or affiliated unions. ADRs do not
eliminate the risk inherent in investing in the securities of foreign issuers.
The information available for ADRs is subject to the accounting, auditing and
financial reporting standards of the domestic market or exchange on which they
are traded, which standards are more uniform and more exacting than those to
which many foreign issuers are subject. For purposes of the Fund's investment
policies, the Fund's investments in ADRs and similar instruments will be deemed
to be investments in the equity securities representing securities of foreign
issuers into which they may be converted.
Stock Index Futures. A stock index futures contract is a contract to buy or sell
specified units of a stock index at a specified future date at a price agreed
upon when the contract is made. The value of a unit is based on the current
value of the contract index. Under such contracts no delivery of the actual
stocks making up the index takes place. Rather, upon expiration of the contract,
settlement is made by exchanging cash in an amount equal to the difference
between the contract price and the closing price of the index at expiration, net
of variation margin previously paid.
Substantially all futures contracts are closed out before settlement date or
called for cash settlement. A futures contract is closed out by buying or
selling an identical offsetting futures contract. Upon entering into a futures
contract, a Fund is required to deposit an initial margin with Custodian for the
benefit of the futures broker. The initial margin serves as a good faith deposit
that the Fund will honor their futures commitments. Subsequent payments (called
"variation margin") to and from the broker are made on a daily basis as the
price of the underlying investment fluctuates.
Purchase of Other Investment Company Funds. To the extent permitted under the
1940 Act and exemptive rules and orders thereunder, the Fund may seek to achieve
its investment objective by investing solely in the shares of other investment
companies that have substantially similar investment objectives and policies.
Principal Risks of Investing in the Fund
The principal risks of investing in the Fund are those risks generally
associated with investing in common stocks, including the possibility that the
Fund will fluctuate in value significantly over time. Because the Fund will
invest at least 65% of its assets in IAM companies, the return may be less than
in a fund that may invest without restriction in all types of companies. The
Fund's emphasis on large-cap stocks makes the Fund susceptible to the business
risks of larger companies, which usually cannot change as quickly as smaller
companies in response to competitive challenges. Larger companies also tend not
to be able to maintain the high growth rates of well-managed smaller companies,
especially during strong economic periods. Finally, the success of the Fund's
principal investment strategy depends on the Adviser's skill in designing and
using its proprietary analytical model as a tool for selecting undervalued
stocks.
Fund shares will rise and fall in value and there is a risk you could lose money
by investing in the fund. There can be no assurance that the Fund will achieve
its objective. Fund shares are not bank deposits and are not guaranteed,
endorsed or insured by any financial institution, government entity or the FDIC.
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FEES AND EXPENSES OF THE FUND
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.
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Shareholder Fees (fees paid directly from your investment)
<S> <C>
Maximum Sales Charge (Load) Imposed on Purchases None
Maximum Deferred Sales Charge (Load) None
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends or Other Distributions None
Redemption Fee None
Exchange Fee None
Maximum Account Fee None
</TABLE>
<TABLE>
<CAPTION>
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
<S> <C>
(as a percentage of average daily net assets)
Advisory Fee .25%
Distribution and Service (12b-1) Fees(1) .12
Total Other Expenses .28
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Total Annual Fund Operating Expenses(2) .65%
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</TABLE>
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(1) The ratio includes .09% for 12b-1 Distribution and .025% for 12b-1
Shareholder Servicing Fees
(2) The Advisor has agreed to reimburse the Fund for all expenses in excess
of .65% of average daily net assets on an annual basis.
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Example
This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the time periods
indicated, regardless of whether you redeem all of your shares at the end of
those periods. The Example also assumes that your investment has a 5% return
each year and that the Fund's operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions, your costs
would be:
1 year 3 years
$66 $207
Investors purchasing Fund shares through a financial intermediary, such as a
bank or an investment advisor, may also be required to pay additional fees for
services provided by the intermediary. Such investors should contact the
intermediary for information concerning what additional fees, if any, will be
charged.
Long-term shareholders of the Fund may pay more in Rule 12b-1 fees than the
economic equivalent of the maximum front-end sales charge permitted by the
National Association of Securities Dealers, Inc.
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MANAGEMENT OF THE FUND
Investment Advisor. State Street Bank and Trust Company ("State Street" or
"Advisor"), 225 Franklin Street, Boston, Massachusetts 02110, serves as the
investment advisor for the Fund and directs the investment of the Fund in
accordance with the Fund's investment objective, policies and restrictions. For
these services, the Fund pays State Street an advisory fee, calculated daily and
paid monthly, of 0.25% of the average daily net asset value of the Fund.
State Street is one of the largest providers of securities processing and record
keeping services for U.S. mutual funds and pension funds. State Street Global
Advisors ("SSgA") is the investment management business of State Street, a
200-year old pioneer and leader in the world of financial services. State Street
is a wholly-owned subsidiary of State Street Corporation, a publicly held bank
holding company. State Street, with over $550 billion under management as of May
1, 1999, provides complete global investment management services from offices
in North America, South America, Europe, Asia, Australia and the Middle East.
Mr. Michael J. Feehily, Principal of SSgA, is the portfolio manager primarily
responsible for investment decisions regarding the Fund. Mr. Feehily joined
State Street Corporation in August 1992 in the Global Operations area before
moving to the Performance & Analytics group. He helped to develop and work with
a proprietary application which is used to analyze venture capital, real estate,
and other private investments. There are four other portfolio managers who
assist in managing the Fund.
ADDITIONAL INFORMATION ABOUT THE FUND'S
OBJECTIVES, INVESTMENT STRATEGIES AND RISKS
The following are not principal investment policies of the Fund:
Futures Contracts. A futures contract is an agreement to buy or sell something
at some point in the future. There are certain investment risks in using futures
contracts. Such risks may include: (1) the inability to close out a futures
contract caused by the nonexistence of a liquid secondary market; and (2) an
imperfect correlation between price movements of the futures contracts or option
with price movements of the portfolio securities or securities index.
Securities Lending. The Fund may lend portfolio securities with a value of up to
33-1/3% of each of its total assets. For these purposes, total assets include
the value of all assets received as collateral for the loan. Such loans may be
terminated at any time. The Fund will receive cash or US Treasury bills, notes
and bonds in an amount equal to at least 100% of the current market value (on a
daily marked-to-market basis) of the loaned securities plus accrued interest. In
a loan transaction, as compensation for lending its securities, the Fund will
receive a portion of the dividends or interest accrued on the securities held as
collateral or, in the case of cash collateral, a portion of the income from the
investment of such cash. In addition, the Fund will receive the amount of all
dividends, interest and other distributions on the loaned securities. However,
the borrower has the right to vote proxies on the loaned securities. The Fund
will call loans to vote proxies if a material issue affecting the investment is
to be voted upon. Should the borrower of the securities fail financially, the
Fund may experience delays in recovering the securities or exercising its rights
in the collateral. Loans are made only to borrowers that are deemed by Advisor
to be of good financial standing. In a loan transaction, the Fund will also bear
the risk of any decline in value of securities acquired with cash collateral.
The Fund will minimize this risk by limiting the investment of cash collateral
to high quality instruments of short maturity. This strategy is not used to
leverage the Fund.
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Temporary Defensive Strategies. From time to time, the Fund may take temporary
defensive positions that are inconsistent with the Fund's principal investment
strategies in attempting to respond to adverse market, economic, political and
other conditions. The effect of taking temporary defensive position is that the
Fund may not achieve its objective.
Optimization Model and Risk. The Fund will utilize an optimization model to
implement its investment strategy. Under normal market conditions, the Fund will
remain fully exposed to the equity markets at all times. As the equity market
rises or declines, the Fund is expected to do likewise. Therefore, there is the
risk that investing in the Fund could result in a loss of capital.
SHAREHOLDER INFORMATION
Purchase of Fund Shares
Distribution and Eligible Investors. Shares of the Funds are offered without a
sales commission by Russell Fund Distributors, Inc. (the Distributor), to
institutional and retail investors which invest for their own account or in a
fiduciary or agency capacity.
Minimum Initial and Subsequent Investments and Account Balance. The Fund
requires a minimum initial investment of $10,000, with the exception of IRA
accounts, for which the minimum initial investment is $250. Subsequent
investments must be at least $100. An investment in the Fund (other than IRA
accounts) may be subject to redemption at the Fund's discretion if the account
balance is less than $10,000 as a result of shareholder redemptions. The
Transfer Agent will give shareholders 60 days' notice that the account will be
closed unless an investment is made to increase the account balance to the
$10,000 minimum. Failure to bring the account balance to $10,000 may result in
the Transfer Agent closing the account at the net asset value (NAV) next
determined on the day the account is closed and mailing the proceeds to the
shareholder's address shown on the Transfer Agent's records. The Fund reserves
the right to reject any purchase order. If you are purchasing Fund assets
through a pension or other participation plan, you should contact your plan
administrator for further information on purchases.
Purchase Dates and Times. Fund shares may be purchased on any business day. A
business day is one on which the New York Stock Exchange is open for regular
trading. All purchases must be made in US dollars. Purchase orders in good form
(described below) and payments for Fund shares by check or by wire transfer must
be received by the Transfer Agent prior to the close of the regular trading
session of the New York Stock Exchange, which is ordinarily 4 p.m. Eastern time
(the "Pricing Time"), to be effective on the date received. If an order or
payment is received after the Pricing Time, the order will be effective on the
next business day. Orders placed through a servicing agent or broker-dealer that
has a selling agreement with the SSgA Funds must be received by the servicing
agent or broker-dealer prior to the Pricing Time.
Order and Payment Procedures. There are several ways to invest in the Funds. The
Funds require a purchase order in good form, which consists of a completed and
signed Application for each new account, unless the account is opened through a
third party which has a signed agreement with the SSgA Funds and does not
require a completed application to be submitted to the SSgA Funds. For
additional information, including the IRA package, additional Applications or
other forms, call the Customer Service Department at (800) 647-7327, or write:
SSgA Funds, P.O. Box 8317, Boston, MA 02266-8317.
Mail. For new accounts, please mail the completed Application and check in the
return envelope provided. Additional investments should also be made by check.
You must include the Fund name and account number on your check, or use the
remittance form attached to the confirmation statement (in the return envelope
provided). All checks should be made payable to the SSgA Funds (or in the case
of a retirement account, the check should be payable to the account's custodian
or trustee). All purchase requests should be mailed to one of the following
addresses:
Regular Mail: Registered, Express or Certified Mail:
SSgA Funds SSgA Funds
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<PAGE>
P.O. Box 8317 2 Heritage Drive
Boston, MA 02266-8317 North Quincy, MA 02171
All purchases made by check should be in US dollars from a US bank. Third party
checks and checks drawn on credit card accounts will not be accepted.
Telephone Exchange Privilege. You may exchange a minimum of $100 of your shares
for shares of any other SSgA Fund, as long as the minimum investment requirement
is met. The Fund offers this service without charge. To use this option, contact
the Customer Service Department at (800) 647-7327. Shares are exchanged on the
basis of relative net asset value per share on the business day on which the
call is placed or upon written receipt of instructions in good form by the
Transfer Agent. Exchanges may be made over the phone if the registrations of the
two accounts are identical. If you purchased shares of the Fund by check, the
shares must have been present in your account for 15 days before the exchange is
made. The exchange privilege will only be available in states which permit
exchanges and may be modified or terminated by the Fund upon 60 days' written
notice to shareholders. For Federal income tax purposes, an exchange constitutes
a sale of shares, which may result in a capital gain or loss. Please contact
your tax advisor.
Management believes that market timing strategies may be disruptive to the Fund.
For this reason, the Investment Company reserves the right to refuse or restrict
an exchange by any person if the Investment Company reasonably believes that an
exchange is part of a market timing strategy and that the Fund may be adversely
affected by the exchange. Although the Investment Company will attempt to give
you prior notice whenever it is reasonably able to do so, it may impose these
restrictions at any time. Of course, your right to redeem shares would be
unaffected by these restrictions.
Each Fund reserves the right to terminate or modify the exchange privilege in
the future.
Federal Funds Wire. You may make initial or subsequent investments by wiring
federal funds to State Street, as Transfer Agent, by:
1. Telephoning the Customer Service Department at (800) 647-7327 between 8
a.m. and 4 p.m. Eastern time, and stating: (a) your account registration
number, address and social security or tax identification number; (b) the
name of the Fund in which the investment is to be made and the account
number; and (c) the amount being wired.
2. Instructing the wiring bank to wire federal funds to:
State Street Bank and Trust Company
225 Franklin Street, Boston, MA 02110
ABA #0110-0002-8
DDA #9904-631-0
SSgA (Name of Fund) Fund(s)
Account Number and Registration
Dollar Amount Per Account (if one wire is to cover more than one
purchase)
If all wires, checks and transfers are not identified properly as instructed
above, the Transfer Agent may delay, reject and/or incorrectly apply the
settlement of your purchase. Any wires received at State Street Bank without a
corresponding call into the Customer Service Department will be purchased as
indicated on the wire at the next determined net asset value and will earn the
dividend declared on the next business day.
Automatic Investment Plan. Once the initial investment has been made, you may
make subsequent investments of at least $100 monthly, quarterly or annually by
direct deposit through Automatic Clearing House (ACH) by completing the
appropriate section of the Application and attaching a voided personal check.
You may make subsequent investments monthly, quarterly or annually by deducting
$100 or more from your bank checking account. You may elect this option on the
Application and call the Customer Service Department at (800) 647-7327 prior to
3 p.m. Eastern time for additional automatic purchases, to change the amount of
the existing automatic purchase, or to stop it. Shares will be purchased at the
offering price next determined following receipt of the order by the Transfer
Agent.
Systematic Exchange. The Fund offers the option of having a set amount exchanged
within the SSgA Funds for accounts with identical registrations. You can choose
the date, the frequency (monthly, quarterly or annually) and the amount.
Exchanges may be done among the SSgA Funds once the minimum initial investment
per Fund has been satisfied.
Third Party Transactions. If you are purchasing Fund shares through a program of
services offered by a financial intermediary, such as a bank, broker-dealer,
investment advisor or others, you may be required by the intermediary to pay
additional fees. You should contact the intermediary for information concerning
what additional fees, if any, may be charged.
In-Kind Exchange of Securities. State Street may, at its discretion, permit you
to purchase shares through the exchange of other securities you own. Any
securities exchanged must meet the following criteria:
1. The investment objective, policies and limitations must match that of the
Fund;
2. They must have a readily ascertainable market value;
3. They must be liquid;
4. They must not be subject to restrictions on resale; and
-8-
<PAGE>
5. The market value of any securities exchanged, plus any cash, must be at
least $10 million.
Shares purchased in exchange for securities generally may not be redeemed or
exchanged until the transfer has settled--usually within 7 days following the
purchase exchange.
The basis of the exchange will depend upon the relative net asset value of the
shares purchased and securities exchanged. Securities accepted by the Fund will
be valued in the same manner as the Fund values its assets. Any interest earned
on the securities following their delivery to the Transfer Agent and prior to
the exchange will be considered in valuing the securities. All interest,
dividends subscription or other rights attached to the securities become the
property of the Fund, along with the securities.
Redemption of Fund Shares
Fund shares may be redeemed on any business day at the net asset value next
determined after the receipt of a redemption request in good order by following
one of the methods described below. Typically, payments will be made as soon as
possible (but will ordinarily not exceed seven days) and will be mailed to your
address of record. Upon request, redemption proceeds will be wire transferred to
your account at a domestic commercial bank that is a member of the Federal
Reserve System. If you purchased Fund shares by check or an automatic investment
program ("AIP") and you elect to redeem shares within 15 days of the purchase,
you may experience delays in receiving redemption proceeds. In this case, the
Fund will generally postpone sending redemption proceeds until it can verify
that the check or AIP investment has been collected. There will be no such delay
for redemptions following investments paid by federal funds wire or by bank
cashier's check, certified check or treasurer's check.
Redemption requests must be received prior to 4 p.m. Eastern time in order to be
effective on the date received. Shareholder servicing agents with underlying
shareholders in omnibus accounts who receive redemption requests by 4 p.m.
Eastern time may transmit the request to the Transfer Agent by 9 a.m. Eastern
time the next business day and receive the net asset value and dividend as of
the day the redemption request was originally made by the underlying
shareholder, pursuant to a duly executed Shareholder Servicing Agreement with
the Distributor.
Telephone Redemption. Shareholders may normally redeem Fund shares by
telephoning the Customer Service Department at (800) 647-7327 between 8 a.m. and
4 p.m. Eastern time. You must complete the appropriate section of the
application and attach a voided check (if applicable) before utilizing this
feature. The Fund and the Transfer Agent will employ reasonable procedures to
confirm that instructions communicated by telephone are properly authorized. The
Fund and the Transfer Agent will not be liable for executing instructions that
are deemed to be authorized after following reasonable procedures. These
procedures include recording telephonic instructions, mailing to the shareholder
a written confirmation of the transaction, performing a personal identity test
with private information not likely to be known by other individuals, and
restricting mailing of redemptions to your address of record, if the address has
not been changed within 60 days of the redemption request. Requests received via
telephone prior to 4 p.m. Eastern time will be sent the same day according to
pre-designated instructions.
By Wire. Proceeds exceeding $1,000 may be sent via wire transfer to your
pre-designated bank. The shares will be redeemed from the account on the day the
redemption instructions are received and the proceeds wire will be sent the
following business day. Although the Fund does not charge a fee for this
feature, your bank may charge a fee for receiving the wire. Please check with
your bank before requesting this feature.
Systematic Withdrawal Plan by Check. If your account balance is over $10,000,
you may request periodic cash withdrawals automatically be paid to you or any
person you designate. If the checks are returned to the Fund as undeliverable or
remain uncashed for six months or more, the systematic withdrawal plan will be
cancelled and the amount will be reinvested in the relevant Fund at the per
share net asset value determined as of the date of the cancellation of the
checks. No interest will accrue on the amounts represented by the uncashed
distributions or redemption checks.
Systematic Withdrawal Plan by ACH. You may make automatic withdrawals of $100 or
more by completing the appropriate sections of the Application and attaching a
voided check. You may also choose to establish this option with pre-designated
withdrawal dates and amounts, if the account balance is over $10,000 or by
calling the Customer Service Department at (800) 647-7327, prior to 3 p.m.
Eastern time, requesting the withdrawal. Withdrawals by telephone do not require
a minimum account balance provided the minimum investment of $10,000 is
maintained.
Please note that proceeds from ACH withdrawals will be transmitted to the
investor's bank two days after the trade is placed or executed automatically.
Check. Proceeds less than $50,000 may be mailed only to the address shown on the
Transfer Agent's registration record, provided that the address has not been
changed within 60 days of the redemption request. Shares will be redeemed using
that day's closing price (NAV). All proceeds by check will normally be sent the
following business day.
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<PAGE>
During periods of drastic economic or market changes, shareholders using this
method may encounter delays. In such event, you should consider using the mail
redemption procedure described below.
Mail. In certain circumstances, you will need to make a request to sell shares
in writing (please use the addresses for purchases by mail listed under
"Purchase of Fund Shares"). You may need to include additional items with the
request, as shown in the table below. You may need to include a signature
guarantee, which protects you against fraudulent orders. A signature guarantee
will be required if:
1. Your address of record has changed within the past 60 days;
2. You are redeeming more than $50,000 worth of shares; or
3. You are requesting payment other than by a check mailed to the address of
record and payable to the registered owner(s).
Signature guarantees can usually be obtained from the following sources:
1. A broker or securities dealer, registered with a domestic stock exchange;
2. A federal savings, cooperative or other type of bank;
3. A savings and loan or other thrift institution;
4. A credit union; or
5. A securities exchange or clearing agency.
Please check with the institution prior to signing to ensure that they are an
acceptable signature guarantor. A NOTARY PUBLIC CANNOT PROVIDE A SIGNATURE
GUARANTEE.
<TABLE>
<CAPTION>
------------------------------ ------------------------------------------------------------
Seller Requirements for Written Requests
------------------------------ ------------------------------------------------------------
<S> <C>
Owner of individual, joint, o Letter of instruction, signed by all persons
sole proprietorship, authorized to sign for the account stating general
UGMA/UTMA (custodial titles/capacity, exactly as the account is
accounts for minors) or registered; and
general partner accounts
o Signature guarantee, if applicable (see above).
------------------------------ ------------------------------------------------------------
Owners of corporate or o Letter of instruction signed by authorized
association accounts person(s), stating capacity as indicated by the
corporate resolution;
o Corporate resolution, certified within the past
90 days; and
o Signature guarantee, if applicable (see above).
------------------------------ ------------------------------------------------------------
Owners or trustees of trust o Letter of instruction, signed by all trustees;
accounts
o If the trustees are not named in the
registration, please provide a copy of the trust
document certified within the past 60 days; and
o Signature guarantee, if applicable (see above).
------------------------------ ------------------------------------------------------------
Joint tenancy shareholders o Letter of instruction signed by surviving
whose co-tenants are deceased tenant(s);
o Certified copy of the death certificate; and
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<PAGE>
o Signature guarantee, if applicable (see above).
------------------------------ ------------------------------------------------------------
</TABLE>
Please contact the Customer Service Department at (800) 647-7327 for questions
and further instructions.
The Fund may pay any portion of the redemption amount in excess of $250,000 by a
distribution in kind of readily marketable securities from the portfolio of the
Fund in lieu of cash. Investors will incur brokerage charges on the sale of
these portfolio securities. The Fund reserves the right to suspend the right of
redemption or postpone the date of payment if emergency conditions, as specified
in the 1940 Act or as determined by the Securities and Exchange Commission,
should exist.
Distribution Services and Shareholder Servicing Arrangements
The Fund has adopted a distribution plan pursuant to Rule 12b-1 (the Plan) under
the Investment Company Act of 1940. The Plan allows the Fund to pay distribution
and other fees for the sale and distribution of Fund shares and for services
provided to shareholders. Because these fees are paid out of Fund assets on an
ongoing basis, over time these fees will increase the cost of your investment
and may cost you more than paying other types of sales charges. Payments to the
Distributor, as well as payments from the Fund to service organizations
providing shareholder services to the Fund, are not permitted by the Plan to
exceed .25% of the Funds average net asset value per year. Any payments that are
required to be made to the Distributor or service organization that cannot be
made because of the .25% limitation may be carried forward and paid in
subsequent years so long as the Plan is in effect.
Service organizations providing shareholder services to the Fund will be
responsible for prompt transmission of purchase and redemption orders and may
charge fees for their services.
Pricing of Fund Shares
The Fund determines the price per share once each business day as of the close
of the regular trading session of the New York Stock Exchange (ordinarily 4 p.m.
Eastern time). The price is computed by dividing the current value of the Fund's
assets, less its liabilities, by the number of shares of the Fund outstanding
and rounding to the nearest cent.
The Fund values portfolio securities at market value. The Fund values securities
for which market quotations are not readily available at fair value, as
determined in good faith pursuant to procedures established by the Board of
Trustees.
Debt obligation securities maturing within 60 days of the valuation date are
valued at amortized cost unless the Board determines that the amortized cost
method does not represent market value.
Dividends and Distributions
The Board of Trustees intends to declare and pay dividends on shares of the Fund
quarterly from net investment income. Distributions will be made at least
annually from net short- and long-term capital gains, if any, generally in
mid-October. It is intended that an additional distribution may be declared and
paid in December if required for the Fund to avoid the imposition of a 4%
federal excise tax on undistributed capital gains.
Dividends declared in October, November or December and payable to shareholders
of record in such months will be deemed for Federal income tax purposes to have
been paid by the Fund and received by shareholders on December 31 of that year
if the dividend is paid prior to February 1 of the following year.
Income dividends and capital gains distributions will be paid in additional
shares at their net asset value on the record date unless the shareholder has
elected to receive them in cash. Such election may be made by giving 30 days'
written notice to the Transfer Agent. If it is determined that the US Postal
Service cannot properly deliver Fund mailings to an investor, or if a check
remains uncashed for at least six months, the cash election will be changed
automatically and the future dividends and other distributions will be
reinvested in additional shares of the relevant Fund until the investor notifies
the SSgA Funds in writing of the correct address and requests in writing that
the election to receive dividends and other distributions in cash be reinstated.
In addition, following the six-month period, any undeliverable or uncashed
checks shall be cancelled and the amounts will be reinvested in the relevant
Fund at the per share net asset value determined as of the date of cancellation
of the checks. No interest will accrue on the amounts represented by the
uncashed distribution or redemption checks.
-11-
<PAGE>
Any dividend or capital gain distribution paid by the Fund shortly after a
purchase of shares will reduce the per share net asset value of the Fund by the
amount of the dividend or distribution. In effect, the payment will represent a
return of capital to the shareholder. However, the shareholder will be subject
to taxes with respect to such dividend or distribution.
Distribution Option. Investors can choose from four different distribution
options as indicated on the account Application:
o Reinvestment Option--Dividends and capital gains distributions will be
automatically reinvested in additional shares of the Fund. If the investor
does not indicate a choice on the Application, this option will be
automatically assigned.
o Income-Earned Option--Capital gain distributions will be automatically
reinvested, but a check or wire will be sent for each dividend
distribution.
o Cash Option--A check, wire or direct deposit (ACH) will be sent for each
dividend and capital gain distribution.
o Direct Dividends Option--Dividends and capital gain distribution will be
automatically invested in another identically registered SSgA Fund.
Please note that dividends will not be paid until the last business day even if
an account closes during the month. If the account, at the end of the month, has
a zero balance due to a redemption, the dividend will automatically be sent as a
check to the address of record regardless of distribution option.
Distributions will be sent to a pre-designated bank by the Automatic Clearing
House ("ACH") by the payable date.
Taxes
Dividends from net investment income and distributions of net short-term capital
gains are taxable to shareholders as ordinary income under federal income tax
laws whether paid in cash or in additional shares. Distributions from net
long-term gains are taxable as long-term gains regardless of the length of time
a shareholder has held such shares and whether paid in cash or additional
shares.
The Fund's distributions, whether received as cash or reinvested in additional
shares of the Fund, may be subject to federal income taxes. Dividends and
distributions may also be subject to state or local taxes. Depending on the
state tax rules pertaining to a shareholder, a portion of the dividends paid by
the Fund attributable to direct obligations of the US Treasury and certain
agencies may be exempt from state and local taxes.
Selling your Fund shares is a taxable event and may result in capital gain or
loss. A capital gain or loss may be realized from an ordinary redemption of
shares or an exchange of shares between two mutual funds (or two series of
portfolios of a mutual fund). Any loss incurred on the sale or exchange of Fund
shares held for six months or less will be treated as a long-term loss to the
extent of long-term capital gain dividends received with respect to such shares.
You will be notified after each calendar year of the amount of income dividends
and net capital gains distributed. You will also be advised of the percentage,
if any, of the dividends by the Fund that are exempt from federal income tax and
the portion, if any, of those dividends that is a tax preference item for
purposes of the alternative minimum tax. The Fund is required to withhold a
legally determined portion of all taxable dividends, distributions and
redemption proceeds payable to any noncorporate shareholder that does not
provide the Fund with the shareholder's correct taxpayer identification number
or certification that the shareholder is not subject to backup withholding.
The tax discussion in this prospectus is only a summary of certain federal
income tax issues generally affecting the Fund and its shareholders.
Circumstances among investors may vary, so you are encouraged to discuss
investment in the Fund with your tax advisor.
-12-
<PAGE>
SSgA FUNDS
SSgA Money Market Fund
SSgA US Government Money Market Fund
SSgA Tax Free Money Market Fund
SSgA Yield Plus Fund
SSgA Intermediate Fund
SSgA Bond Market Fund
SSgA High Yield Bond Fund
SSgA Growth and Income Fund
SSgA S&P 500 Index Fund
SSgA Matrix Equity Fund
SSgA Small Cap Fund
(Closed to new investors as of August 31, 1998)
SSgA Special Equity Fund
SSgA Tuckerman Active Reit Fund
SSgA Aggressive Equity Fund
SSgA Emerging Markets Fund
SSgA Active International Fund
SSgA International Growth Opportunities Fund
SSgA Life Solutions Growth Fund
SSgA Life Solutions Balanced Fund
SSgA Life Solutions Income and Growth Fund
SSgA IAM SHARES Fund
-13-
<PAGE>
ADDITIONAL INFORMATION ABOUT THE FUND
A Statement of Additional Information includes additional information about the
Fund. The Statement of Additional Information is incorporated into this
Prospectus by reference. Additional information about the Fund's investments is
available in the Fund's annual and semi-annual reports to shareholders.
The Statement of Additional Information and the Fund's annual and semi-annual
reports are available, without charge, upon request. To request a Statement of
Additional Information, the Fund's annual or semi-annual report, other
information about the Fund or to make any shareholder inquiry, please contact
the Fund at:
Russell Fund Distributors, Inc.
One International Place
Boston, Massachusetts 02110
(800) 647-7327
You also can review and copy information about the Fund, including the Statement
of Additional Information, at the Securities and Exchange Commission's Public
Reference Room in Washington, D.C. You can receive information on the operation
of the Public Reference Room by calling (800) SEC-0330. Copies also may be
obtained, upon payment of a duplicating fee, by writing the Securities and
Exchange Commission's Public Reference Section, Washington, D.C. 20549-6009. The
SEC also maintains a website (www.sec.gov) that contains the Statement of
Additional Information and other information about the Fund. You may also access
the SSgA Funds' website at www.ssgafunds.com.
SSgA Funds' Investment Company Act File No. 811-5430
-14-
<PAGE>
Filed pursuant to Rule 485(b)
File Nos. 33-19229; 811-5430
SSgA FUNDS
One International Place
Boston, Massachusetts 02110
(800) 647-7327
STATEMENT OF ADDITIONAL INFORMATION
IAM SHARES FUND
May 28, 1999
This Statement of Additional Information is not a prospectus. Instead, it
supplements or describes in greater detail the SSgA Funds and the SSgA IAM
SHARES Fund as contained in the prospectus dated May 28, 1999. You may obtain a
copy of the prospectus by calling (800) 647-7327.
-1-
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
FUND HISTORY...................................................................3
DESCRIPTION OF THE FUND AND ITS INVESTMENT RISKS...............................3
INVESTMENT STRATEGIES........................................................3
HEDGING STRATEGIES AND RELATED INVESTMENT TECHNIQUES.........................5
CERTAIN RISK FACTORS.........................................................6
INVESTMENT RESTRICTIONS......................................................6
TEMPORARY DEFENSIVE POSITION.................................................7
PORTFOLIO TURNOVER...........................................................7
MANAGEMENT OF THE FUND.........................................................7
BOARD OF TRUSTEES AND OFFICERS...............................................7
COMPENSATION.................................................................8
CONTROLLING AND PRINCIPAL SHAREHOLDERS......................................10
INVESTMENT ADVISORY AND OTHER SERVICES........................................10
ADVISOR.....................................................................10
ADMINISTRATOR...............................................................10
CUSTODIAN AND TRANSFER AGENT................................................11
DISTRIBUTOR.................................................................11
DISTRIBUTION PLAN AND SHAREHOLDER SERVICING ARRANGEMENTS....................11
INDEPENDENT ACCOUNTANTS.....................................................12
LEGAL COUNSEL...............................................................12
BROKERAGE PRACTICES...........................................................12
PRICING OF FUND SHARES........................................................13
TAXES.........................................................................14
CALCULATION OF PERFORMANCE DATA...............................................14
ADDITIONAL INFORMATION........................................................15
SHAREHOLDER MEETINGS........................................................15
CAPITALIZATION AND VOTING...................................................15
FEDERAL LAW AFFECTING STATE STREET..........................................15
FINANCIAL STATEMENTS..........................................................16
</TABLE>
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<PAGE>
FUND HISTORY
SSgA Funds (the Investment Company) was organized as a Massachusetts business
trust on October 3, 1987, and operates under a First Amended and Restated Master
Trust Agreement, dated October 13, 1993, as amended. The SSgA Funds was formerly
known as The Seven Seas Series Fund. The name change took effect on December 27,
1996.
DESCRIPTION OF THE FUND AND ITS INVESTMENT RISKS
The SSgA Funds is an open-end, management investment company which offers shares
of beneficial interest in separate portfolios, each of which is referred to as a
fund. The SSgA Funds are diversified, in that at least 75% of its total assets
are represented by a variety of instruments including cash, government
securities, securities of other investment companies, and other securities
within the limitations described in the investment restrictions.
INVESTMENT STRATEGIES
The Fund may invest in the following instruments:
US Government Obligations. The types of US Government obligations in which the
Fund may at times invest include: (1) A variety of US Treasury obligations,
which differ only in their interest rates, maturities and times of issuance; and
(2) obligations issued or guaranteed by US Government agencies and
instrumentalities which are supported by any of the following: (a) the full
faith and credit of the US Treasury, (b) the right of the issuer to borrow an
amount limited to a specific line of credit from the US Treasury, (c)
discretionary authority of the US Government agency or instrumentality or (d)
the credit of the instrumentality (examples of agencies and instrumentalities
are: Federal Land Banks, Federal Housing Administration, Farmers Home
Administration, Export--Import Bank of the United States, Central Bank for
Cooperatives, Federal Intermediate Credit Banks, Federal Home Loan Banks,
General Services Administration, Maritime Administration, Tennessee Development
Bank, Student Loan Marketing Association, International Bank for Reconstruction
and Development and Federal National Mortgage Association). No assurance can be
given that in the future the US Government will provide financial support to
such US Government agencies or instrumentalities described in (2)(b), (2)(c) and
(2)(d), other than as set forth above, since it is not obligated to do so by
law. The Fund may purchase US Government obligations on a forward commitment
basis.
Repurchase Agreements. The Fund may enter into repurchase agreements with
financial institutions. Under repurchase agreements, these parties sell
securities to a Fund and agree to repurchase the securities at the Fund's cost
plus interest within a specified time (normally one day). The securities
purchased by each Fund have a total value in excess of the purchase price paid
by the Fund and are held by Custodian until repurchased. Repurchase agreements
assist the Fund in being invested fully while retaining "overnight" flexibility
in pursuit of investments of a longer-term nature. The Fund will limit
repurchase transactions to those member banks of the Federal Reserve System and
broker-dealers whose creditworthiness is continually monitored and found
satisfactory by the Advisor.
Reverse Repurchase Agreements. The Fund may enter into reverse repurchase
agreements under the circumstances described in "Investment Restrictions." Under
reverse repurchase agreements, a Fund transfers possession of portfolio
securities to financial institutions in return for cash in an amount equal to a
percentage of the portfolio securities' market value and agrees to repurchase
the securities at a future date by repaying the cash with interest. The Fund
retains the right to receive interest and principal payments from the securities
while they are in the possession of the financial institutions. Cash or liquid
high quality debt obligations from a Fund's portfolio equal in value to the
repurchase price including any accrued interest will be segregated by Custodian
on the Fund's records while a reverse repurchase agreement is in effect. Reverse
repurchase agreements involve the risk that the market value of securities sold
by the Fund may decline below the price at which it is obligated to repurchase
the securities. Reverse repurchase agreements may be used as a means of
borrowing temporarily for extraordinary or emergency purposes or to facilitate
redemptions and are not used to leverage the Fund.
When-Issued Transactions. New issues of securities are often offered on a
when-issued basis. This means that delivery and payment for the securities
normally will take place several days after the date the buyer commits to
purchase them. The payment obligation and the interest rate that will be
received on securities purchased on a when-issued basis are each fixed at the
time the buyer enters into the commitment.
The Fund will make commitments to purchase when-issued securities only with the
intention of actually acquiring the securities, but a Fund may sell these
securities or dispose of the commitment before the settlement date if it is
deemed advisable as a matter of investment strategy. Cash or marketable high
quality debt securities equal to the amount of the above commitments will be
segregated on the Fund's records. For the purpose of determining the adequacy of
these securities the segregated securities will be valued at market. If the
market value of such securities declines, additional cash or securities will be
segregated on the Fund's records on a
-3-
<PAGE>
daily basis so that the market value of the account will equal the amount of
such commitments by the Fund. The Fund will not invest more than 25% of its net
assets in when-issued securities.
Securities purchased on a when-issued basis and held by the Fund are subject to
changes in market value based upon the public's perception of changes in the
level of interest rates. Generally, the value of such securities will fluctuate
inversely to changes in interest rates -- i.e., they will appreciate in value
when interest rates decline and decrease in value when interest rates rise.
Therefore, if in order to achieve higher interest income a Fund remains
substantially fully invested at the same time that it has purchased securities
on a "when-issued" basis, there will be a greater possibility of fluctuation in
the Fund's net asset value.
When payment for when-issued securities is due, the Fund will meet its
obligations from then-available cash flow, the sale of segregated securities,
the sale of other securities or, and although it would not normally expect to do
so, from the sale of the when-issued securities themselves (which may have a
market value greater or less than the Fund's payment obligation). The sale of
securities to meet such obligations carries with it a greater potential for the
realization of capital gains, which are subject to federal income taxes.
Section 4(2) Commercial Paper. The Fund may invest in commercial paper issued in
reliance on the so-called "private placement" exemption from registration
afforded by Section 4(2) of the Securities Act of 1933 ("Section 4(2) paper").
Section 4(2) paper is restricted as to disposition under the federal securities
laws, and generally is sold to investors who agree that they are purchasing the
paper for an investment and not with a view to public distribution. Any resale
by the purchaser must be in an exempt transaction. Section 4(2) paper is
normally resold to other investors through or with the assistance of the issuer
or investment dealers who make a market in Section 4(2) paper, thus providing
liquidity. Pursuant to guidelines established by the Board of Trustees, the
Advisor may determine that Section 4(2) paper is liquid for the purposes of
complying with the Fund's investment restriction relating to investments in
illiquid securities.
Warrants. The Fund may invest in warrants which entitle the holder to buy equity
securities at a specific price for a specific period of time. Warrants may be
considered more speculative than certain other types of investments in that they
do not entitle a holder to dividends or voting rights with respect to the
securities which may be purchased nor do they represent any rights in the assets
of the issuing company. Also, the value of the warrant does not necessarily
change with the value of the underlying securities and a warrant ceases to have
value if it is not exercised prior to the expiration date. The Fund will not
invest more than 5% of the value of its net assets in warrants, or more than 2%
in warrants which are not listed on the New York or American Stock Exchanges.
American Depository Receipts (ADRs). The Fund may invest in ADRs under certain
circumstances as an alternative to directly investing in foreign securities.
Generally, ADRs, in registered form, are designed for use in the US securities
markets. ADRs are receipts typically issued by a US bank or trust company
evidencing ownership of the underlying securities. ADRs represent the right to
receive securities of foreign issuers deposited in a domestic bank or a
correspondent bank. ADRs do not eliminate the risk inherent in investing in the
securities of foreign issuers. However, by investing in ADRs rather than
directly in a foreign issuer's stock, the Fund can avoid currency risks during
the settlement period for either purchases or sales. In general, there is a
large liquid market in the US for many ADRs. The information available for ADRs
is subject to the accounting, auditing and financial reporting standards of the
domestic market or exchange on which they are traded, which standards are more
uniform and more exacting than those to which many foreign issuers are subject.
Illiquid Securities. The Fund will not invest more than 15% of its net assets in
illiquid securities or securities that are not readily marketable. These
securities include repurchase agreements and time deposits of more than seven
days' duration and participation interests (including municipal leases),
floating and variable rate demand obligations and tender option bonds as to
which the Fund cannot exercise a demand feature in seven or fewer days and for
which there is no secondary market. The absence of a regular trading market for
illiquid securities imposes additional risk on investments in these securities.
Illiquid securities may be difficult to value and may often be disposed of only
after considerable expense and delay.
Variable Amount Master Demand Notes. Variable amount master demand notes are
unsecured obligations that are redeemable upon demand and are typically unrated.
These instruments are issued pursuant to written agreements between their
issuers and holders. The agreements permit the holders to increase (subject to
an agreed maximum) and the holders and issuers to decrease the principal amount
of the notes, and specify that the rate of interest payable on the principal
fluctuates according to an agreed formula.
Convertible Securities. The Fund may invest in convertible securities of foreign
or domestic issues. A convertible security is a fixed-income security (a bond or
preferred stock) which may be converted at a stated price within a specified
period of time into a certain quantity of the common stock of the same or a
different issuer. Convertible securities are senior to common stocks in a
corporation's capital structure but are usually subordinated to similar
nonconvertible securities. Convertible securities provide, through their
conversion feature, an opportunity to participate in capital appreciation
resulting from a market price advance in a convertible security's underlying
common stock. The price of a convertible security is influenced by the market
value of the underlying common
-4-
<PAGE>
stock and tends to increase as the market value of the underlying stock rises,
whereas it tends to decrease as the market value of the underlying stock
declines.
HEDGING STRATEGIES AND RELATED INVESTMENT TECHNIQUES
The Fund may seek to hedge their portfolios against movements in the equity
markets, interest rates and currency exchange rates through the use of options,
futures transactions, options on futures and forward foreign currency exchange
transactions. The Fund has authority to write (sell) covered call and put
options on their portfolio securities, purchase put and call options on
securities and engage in transactions in stock index options, stock index
futures and financial futures and related options on such futures. The Fund may
enter into such options and futures transactions either on exchanges or in the
over-the-counter ("OTC") markets. Although certain risks are involved in options
and futures transactions (as discussed in the Prospectus and below), the Advisor
believes that, because the Fund will only engage in these transactions for
hedging purposes, the options and futures portfolio strategies of the Fund will
not subject the Fund to the risks frequently associated with the speculative use
of options and futures transactions. Although the use of hedging strategies by
the Fund is intended to reduce the volatility of the net asset value of the
Fund's shares, the Fund's net asset value will nevertheless fluctuate. There can
be no assurance that the Fund's hedging transactions will be effective.
Stock Index Options and Financial Futures. The Fund is authorized to engage in
transactions in stock index financial futures.. The Fund may also purchase and
sell stock index futures contracts and other financial futures contracts
("futures contracts") as a hedge against adverse changes in the market value of
its portfolio securities as described below. A futures contract is an agreement
between two parties which obligates the purchaser of the futures contract to buy
and the seller of a futures contract to sell a security for a set price on a
future date. Unlike most other futures contracts, a stock index futures contract
does not require actual delivery of securities, but results in cash settlement
based upon the difference in value of the index between the time the contract
was entered into and the time of its settlement. The Fund may effect
transactions in stock index futures contracts in connection with equity
securities in which it invests and in financial futures contracts in connection
with debt securities in which it invests, if any. Transactions by the Fund in
stock index futures and financial futures are subject to limitations as
described below under "Restrictions on the Use of Futures Transactions."
The Fund may sell futures contracts in anticipation of or during a market
decline to attempt to offset the decrease in market value of the Fund's
securities portfolio that might otherwise result. When a Fund is not fully
invested in the securities markets and anticipates a significant market advance,
the Fund may purchase futures in order to gain rapid market exposure that may
partially or entirely offset increases in the cost of securities that the Fund
intends to purchase. As such purchases are made, an equivalent amount of futures
contracts will be terminated by offsetting sales. It is anticipated that, in a
substantial majority of these transactions, the Fund will purchase such
securities upon termination of the long futures position, whether the long
position results from the purchase of a futures contract or the purchase of a
call option, but under unusual circumstances (e.g., the Fund experiences a
significant amount of redemptions), a long futures position may be terminated
without the corresponding purchase of securities.
The Fund is also authorized to engage in futures transactions on US and foreign
exchanges. In general, exchange traded contracts are third-party contracts
(i.e., performance of the parties' obligations is guaranteed by an exchange or
clearing corporation) with standardized strike prices and expiration dates.
Restrictions on the Use of Futures Transactions. The purchase or sale of a
futures contract differs from the purchase or sale of a security in that no
price or premium is paid or received. Instead, an amount of cash or securities
acceptable to the broker and the relevant contract market, which varies, but is
generally about 5% of the contract amount, must be deposited with the broker.
This amount is known as "initial margin" and represents a "good faith" deposit
assuring the performance of both the purchaser and seller under the futures
contract. Subsequent payments to and from the broker, called "variation margin,"
are required to be made on a daily basis as the price of the futures contract
fluctuates making the long and short positions in the futures contracts more or
less valuable, a process known as "marking to market." At any time prior to the
settlement date of the futures contract, the position may be closed out by
taking an opposite position which will operate to terminate the position in the
futures contract. A final determination of variation margin is then made,
additional cash is required to be paid to or released by the broker and the
purchaser realizes a loss or gain. In addition, a nominal commission is paid on
each completed sale transaction.
Regulations of the CFTC applicable to the Fund require that all of the Fund's
futures and options on futures transactions constitute bona fide hedging
transactions and that the Fund not enter into such transactions if, immediately
thereafter, the sum of the amount of initial margin deposits on the Fund's
existing futures positions and premiums paid for related options would exceed 5%
of the market value of the Fund's total assets.
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<PAGE>
CERTAIN RISK FACTORS
Foreign Investments. Investment in securities of non-US issuers and securities
denominated in foreign currencies involve investment risks that are different
from those of US issuers, including: uncertain future political, diplomatic and
economic developments; possible imposition of exchange controls or other
governmental restrictions; less publicly available information; lack of uniform
accounting, auditing and financial reporting standards, practices and
requirements; lower trading volume, less liquidity and more volatility for
securities; less government regulation of securities exchanges, brokers and
listed companies; political or social instability; and the possibility of
expropriation or confiscatory taxation, each of which could adversely affect
investments in such securities. ADRs are subject to all of the above risks,
except the imposition of exchange controls, and currency fluctuations during the
settlement period.
INVESTMENT RESTRICTIONS
The Fund is subject to the following investment restrictions. Restrictions 1
through 11 are fundamental and may be changed only with the approval of a
majority of the shareholders of the fund. Restrictions 12 through 15 are
nonfundamental and may be changed by the fund with the approval of the fund's
board of trustees but without shareholder consent. Unless otherwise noted, these
restrictions apply at the time an investment is made. The Fund will not:
1. Invest 25% or more of the value of its total assets in securities of
companies primarily engaged in any one industry (other than the US
Government, its agencies and instrumentalities). Concentration may occur as
a result of changes in the market value of portfolio securities, but may
not result from investment.
2. Borrow money (including reverse repurchase agreements), except as a
temporary measure for extraordinary or emergency purposes or to facilitate
redemptions (not for leveraging or investment), provided that borrowings do
not exceed an amount equal to 33-1/3% of the current value of the Fund's
assets taken at market value, less liabilities other than borrowings. If at
any time the Fund's borrowings exceed this limitation due to a decline in
net assets, such borrowings will within three days be reduced to the extent
necessary to comply with this limitation. The Fund will not purchase
investments once borrowed funds (including reverse repurchase agreements)
exceed 5% of its total assets.
3. Pledge, mortgage or hypothecate its assets. However, the Fund may pledge
securities having a market value at the time of the pledge not exceeding
33-1/3% of the value of the Fund's total assets to secure borrowings
permitted by paragraph (2) above.
4. With respect to 75% of its total assets, invest in securities of any one
issuer (other than securities issued by the US Government, its agencies,
and instrumentalities), if immediately after and as a result of such
investment the current market value of the Fund's holdings in the
securities of such issuer exceeds 5% of the value of the Fund's assets.
5. Make loans to any person or firm; provided, however, that the making of a
loan shall not include (i) the acquisition for investment of bonds,
debentures, notes or other evidences of indebtedness of any corporation or
government which are publicly distributed or of a type customarily
purchased by institutional investors, or (ii) the entry into repurchase
agreements or reverse repurchase agreements. The Fund may (i) lend cash to
any registered investment company or portfolio series for which the Fund's
Advisor serves as advisor or subadvisor to the extent permitted by the 1940
Act or any rule or order issued thereunder and (ii) lend its portfolio
securities to broker-dealers or other institutional investors if the
aggregate value of all securities loaned does not exceed 33-1/3% of the
value of the Fund's total assets.
6. Purchase or sell commodities or commodity futures contracts except that the
Fund may enter into futures contracts and options thereon to the extent
provided in its Prospectus.
7. Purchase or sell real estate or real estate mortgage loans; provided,
however, that the Fund may invest in securities secured by real estate or
interests therein or issued by companies which invest in real estate or
interests therein.
8. Engage in the business of underwriting securities issued by others, except
that the Fund will not be deemed to be an underwriter or to be underwriting
on account of the purchase of securities subject to legal or contractual
restrictions on disposition.
9. Issue senior securities, except as permitted by its investment objective,
policies and restrictions, and except as permitted by the Investment
Company Act of 1940 (1940 Act).
10. Purchase or sell puts, calls or invest in straddles, spreads or any
combination thereof, if as a result of such purchase the value of the
Fund's aggregate investment in such securities would exceed 5% of the
Fund's total assets.
-6-
<PAGE>
11. Make short sales of securities or purchase any securities on margin, except
for such short-term credits as are necessary for the clearance of
transactions. The Fund may make initial margin deposits and variation
margin payments in connection with transactions in futures contracts and
related options.
12. Purchase from or sell portfolio securities to its officers or directors or
other interested persons (as defined in the 1940 Act) of the Fund,
including their investment advisors and affiliates, except as permitted by
the 1940 Act and exemptive rules or orders thereunder.
13. Invest in securities issued by other investment companies except in
connection with a merger, consolidation, acquisition of assets, or other
reorganization approved by the Fund's shareholders, except that the Fund
may invest in such securities to the extent permitted by the 1940 Act.
14. Invest more than 15% of its net assets in the aggregate, on an ongoing
basis, in illiquid securities or securities that are not readily
marketable, including repurchase agreements and time deposits of more than
seven days' duration.
15. Make investments for the purpose of gaining control of an issuer's
management.
With respect to the industry concentration outlined in Investment Restriction
No. 1, the Advisor treats US domestic banks and foreign branches of US banks as
a separate industry from foreign banks. To the extent these restrictions reflect
matters of operating policy which may be changed without shareholder vote, these
restrictions may be amended upon approval by the Board of Trustees and notice to
shareholders. If a percentage restriction is adhered to at the time of
investment, a subsequent increase or decrease in a percentage resulting from a
change in the values of assets will not constitute a violation of that
restriction, except as otherwise noted.
TEMPORARY DEFENSIVE POSITION
For defensive purposes, the Fund may invest temporarily in short term fixed
income securities. These include obligations issued or guaranteed as to
principal and interest by the US Government, its agencies or instrumentalities
and repurchase agreements collateralized by these obligations; commercial paper;
bank certificates of deposit; bankers' acceptances and time deposits. These
short term, fixed income securities may be used without limitation to invest
uncommitted cash balances or to maintain liquidity to meet shareholder
redemptions. When using this strategy, the weighted average maturity of
securities held by the Fund will decline, which will possibly cause its yield to
decline as well. This strategy may be inconsistent with the Fund's principal
investment strategy in an attempt to respond to adverse market, economic,
political or other conditions. Taking such a temporary defensive position may
result in the Fund not achieving its investment objective.
PORTFOLIO TURNOVER
The portfolio turnover rate for the Fund is calculated by dividing the lesser of
purchases or sales of portfolio securities for the particular year, by the
monthly average value of the portfolio securities owned by the Fund during the
year. For purposes of determining the rate, all short-term securities, including
options, futures, forward contracts and repurchase agreements, are excluded.
The portfolio turnover rate cannot be predicted, but it is anticipated that the
Fund's annual turnover rate generally will not exceed 80%. A high turnover rate
(over 100%) will: (1): increase transactions expenses which will adversely
affect a Fund's performance; and (2) result in increased brokerage commissions
and other transaction costs, and the possibility of realized capital gains.
MANAGEMENT OF THE FUND
BOARD OF TRUSTEES AND OFFICERS
The Board of Trustees is responsible for overseeing generally the management,
activities and affairs of each Fund and has approved contracts with various
financial organizations to provide, among other services, day-to-day management
required by the SSgA Funds (see the section called "Investment Advisory and
Other Services."). Trustees hold office until they resign or are removed by, in
substance, a vote of two-thirds of Investment Company shares outstanding. The
officers, all of whom are employed by the Administrator or its affiliates, are
responsible for the day-to-day management and administration of the SSgA Funds'
operations.
The following lists the SSgA Funds' trustees and officers, their positions with
the SSgA Funds, their present and principal occupations during the past five
years and the mailing addresses of Trustees who are not affiliated with the SSgA
Funds. The mailing address for all affiliated trustees and officers is: SSgA
Funds, 909 A Street, Tacoma, WA 98402.
-7-
<PAGE>
Lynn L. Anderson(1), Trustee, Chairman of the Board, President and Treasurer.
Born 4/22/39. Chairman of the Board and Chief Executive Officer, Frank Russell
Investment Management Company and Russell Fund Distributors, Inc.; Director,
President and Chief Executive Officer, Frank Russell Trust Company. Trustee,
President and Chief Executive Officer, Frank Russell Investment Company and
Russell Insurance Funds; Director, Russell Insurance Agency, Inc., Frank Russell
Investments (Ireland) Limited, Frank Russell Investment Company plc; Frank
Russell Institutional Funds plc, Frank Russell Qualifying Investor Fund, and
Frank Russell Investments (Cayman) Ltd.
William L. Marshall, Trustee. Born 12/12/42. 33 West Court Street, Doylestown,
PA 18901. Chief Executive Officer and President, Wm. L. Marshall Associates,
Inc. (a registered investment advisor and provider of financial and related
consulting services); Certified Financial Planner; Member, Registry of Financial
Planning Practitioners; and Advisory Committee, International Association for
Financial Planning Broker-Dealer Program. Member, Institute of Certified
Financial Planners. Registered Representative for Securities with FSC Securities
Corp., Marietta, Georgia.
Steven J. Mastrovich(1), Trustee. Born 11/3/56. 176 Federal Street, 3rd Floor,
Boston, MA 02110. President, Key Global Capital, Inc. From 1997 to 1998,
Partner, Squire, Sanders & Dempsey (law firm). From 1994 to 1997, Partner,
Brown, Rudnick, Freed & Gesmer (law firm). From 1990 to 1994, Partner, Warner &
Stackpole (law firm).
Patrick J. Riley, Trustee. Born 11/30/48. One Corporate Place, 55 Ferncroft
Road, Danvers, MA 01923. Partner, Riley, Burke & Donahue, L.L.P. (law firm).
Richard D. Shirk, Trustee. Born 10/31/45. 3350 Peachtree Road, N.E., Atlanta, GA
30326. President and Chief Executive Officer, Blue Cross/Blue Shield of Georgia.
Bruce D. Taber, Trustee. Born 4/25/43. 26 Round Top Road, Boxford, MA 01921.
Consultant, Computer Simulation, General Electric Industrial Control Systems.
Prior to that, President, A.B. Reed, Inc. - Engineers, Architects, Planners.
Prior to that, Vice President, Instrumentation and Controls, A.B. Reed., Inc.
Henry W. Todd, Trustee. Born 5/4/47. 111 Commerce Drive, Montgomeryville, PA
18936. President and Director, Zink & Triest Co., Inc. (dealer in vanilla flavor
materials); Director, A.M. Todd Co. and Flavorite Laboratories.
J. David Griswold, Vice President and Secretary. Born 8/24/57. Assistant
Secretary and Associate General Counsel, Frank Russell Investment Management
Company, Russell Fund Distributors, Inc., Frank Russell Capital Inc., Frank
Russell Company, Russell Fiduciary Services Company, and Frank Russell
Investments (Delaware), Inc.; Director, Secretary and Associate General Counsel,
Frank Russell Securities, Inc.; Secretary, Frank Russell Canada Limited/Limitee.
Mark E. Swanson, Assistant Secretary, Assistant Treasurer and Principal
Accounting Officer. Born 11/26/63. Manager - Funds Administration, Accounting
and Taxes, Frank Russell Investment Management Company; Interim Director of
Finance and Operations, Frank Russell Trust Company; Assistant Treasurer and
Chief Accounting Officer, Frank Russell Investment Company and Russell Insurance
Funds.
Rick J. Chase, Assistant Secretary. Born 04/09/65. Manager, Fund Administration,
Frank Russell Investment Management Company; Assistant Treasurer, Frank Russell
Investment Company and Russell Insurance Funds.
Deedra S. Walkey, Assistant Secretary. Born 7/1/64. Associate General Counsel
and Assistant Secretary, Frank Russell Company, Frank Russell Investment
Management Company, Russell Fiduciary Services Company, Frank Russell Trust
Company, Frank Russell Investment Company, Russell Insurance Funds, and Russell
Insurance Agency.
Carla L. Anderson, Assistant Secretary. Born 12/26/64. Paralegal and Assistant
Secretary, Frank Russell Company, Frank Russell Investment Management Company,
Russell Fiduciary Services Company, Frank Russell Securities, Inc., Russell Fund
Distributors, Inc., Frank Russell Capital Inc., Frank Russell International
Services Company Inc., Russell Building Management Company, Inc., and A Street
Investment Associates, Inc.
COMPENSATION
Trustees who are not officers or employees of Frank Russell Investment
Management Company, State Street Bank and Trust Company or their affiliates are
paid $55,500 each fiscal year and are reimbursed for travel and other expenses
they incur in attending Board meetings. As of the date of this SAI, the Trustees
were not paid pension or retirement benefits as part of Investment Company
expenses. However, the Trustees have approved a deferred compensation plan by
which they would be allowed to invest a portion of
- --------
(1) "Interested Person" of the Investment Company, as defined in the 1940 Act.
-8-
<PAGE>
their annual trustee fee in shares of the SSgA Funds. The Investment Company has
obtained an exemptive order from the SEC to enable it to offer this benefit.
Participation by the Trustees is optional. The Investment Company's officers and
employees are compensated by the Administrator or its affiliates.
<TABLE>
<CAPTION>
-------------------------- -------------------------------
Trustee Total Annual Compensation
from Investment Company per
Fiscal Year
-------------------------- -------------------------------
<S> <C>
Lynn L. Anderson $0
-------------------------- -------------------------------
William L. Marshall $55,500
-------------------------- -------------------------------
Steven J. Mastrovich $55,500
-------------------------- -------------------------------
Patrick J. Riley $55,500
-------------------------- -------------------------------
Richard D. Shirk $55,500
-------------------------- -------------------------------
Bruce D. Taber $55,500
-------------------------- -------------------------------
Henry W. Todd $55,500
-------------------------- -------------------------------
</TABLE>
<TABLE>
<CAPTION>
----------------------------------------- ---------------------------------------
Name of SSgA Fund Portfolio Amount of Total Annual Trustee
Compensation (Including Out of Pocket
Expenses) Attributable to Portfolio
For the Fiscal Year Ending August 31,
1998
----------------------------------------- ---------------------------------------
<S> <C>
Money Market Fund $141,247
----------------------------------------- ---------------------------------------
US Government Money Market 26,375
----------------------------------------- ---------------------------------------
Matrix Equity 19,405
----------------------------------------- ---------------------------------------
S&P 500 Index 40,384
----------------------------------------- ---------------------------------------
Small Cap 10,062
----------------------------------------- ---------------------------------------
Yield Plus 19,075
----------------------------------------- ---------------------------------------
Bond Market 3,995
----------------------------------------- ---------------------------------------
Emerging Markets 8,119
----------------------------------------- ---------------------------------------
US Treasury Money Market 30,263
----------------------------------------- ---------------------------------------
Growth & Income 2,928
----------------------------------------- ---------------------------------------
Intermediate 1,986
----------------------------------------- ---------------------------------------
Prime Money Market 51,054
----------------------------------------- ---------------------------------------
Tax Free Money Market 6,463
----------------------------------------- ---------------------------------------
Active International 3,338
----------------------------------------- ---------------------------------------
International Growth Opportunities1 62
----------------------------------------- ---------------------------------------
Real Estate Equity(1) 82
----------------------------------------- ---------------------------------------
High Yield Bond(1) 67
----------------------------------------- ---------------------------------------
Special Equity(1) 78
----------------------------------------- ---------------------------------------
Aggressive Equity(1) 0
----------------------------------------- ---------------------------------------
</TABLE>
- --------
(1) These portfolios were either not operational or did not operate a full year
during fiscal 1998.
-9-
<PAGE>
CONTROLLING AND PRINCIPAL SHAREHOLDERS
State Street may from time to time have discretionary authority over accounts
which invest in Investment Company shares. These accounts include accounts
maintained for securities lending clients and accounts which permit the use of
Investment Company portfolios as short-term cash sweep investments. Shares
purchased for all discretionary accounts are held of record by State Street, who
retains voting control of such shares. As of May 12, 1999, State Street held of
record less than 25% of the issued and outstanding shares of Investment Company
in connection with its discretionary accounts. Consequently, State Street is not
deemed to be a controlling person of Investment Company for purposes of the 1940
Act.
The Trustees and officers of the SSgA Funds, as a group, own less than 1% of the
Investment Company's voting securities.
Frank Russell Investment Management Company will be the sole shareholder of the
Fund until such time as the Fund has public shareholders and therefore may be
deemed a controlling person.
INVESTMENT ADVISORY AND OTHER SERVICES
ADVISOR
State Street Bank and Trust Company serves as the SSgA Funds' Investment Advisor
pursuant to an Advisory Agreement dated April 12, 1988. State Street is a wholly
owned subsidiary of State Street Corporation, a publicly held bank holding
company. State Street's address is 225 Franklin Street, Boston, MA 02110. State
Street also serves as the Investment Company's Custodian and Transfer Agent (see
below).
The Advisory Agreement will continue from year to year provided that a majority
of the Trustees who are not interested persons of the Fund and either a majority
of all Trustees or a majority of the shareholders of the Fund approve its
continuance. The Agreement may be terminated by the Advisor or a Fund without
penalty upon sixty days' notice and will terminate automatically upon its
assignment.
Under the Advisory Agreement, the Advisor directs each Fund's investments in
accordance with its investment objective, policies and limitations. For these
services, the Fund pays a fee to the Advisor at the rate stated in the Fund's
prospectus.
State Street's Code of Ethics. Under State Street Global Advisors' Code of
Ethics, all employees who are deemed to be access persons (employees who have
interaction with funds or accounts managed by SSgA as part of their job
function) must pre-clear personal securities transactions. The Code of Ethics is
designed to ensure that employees conduct their personal securities transactions
in a manner that does not create an actual or potential conflict of interest to
SSgA's business or fiduciary responsibilities. In addition, the Code of Ethics
establishes standards prohibiting the trading in or recommending of securities
based on material, nonpublic information or the divulgence of such information
to others.
ADMINISTRATOR
Frank Russell Investment Management Company serves as the Investment Company's
Administrator, pursuant to an Administration Agreement dated April 12, 1988.
The Administrator is a wholly owned subsidiary of Frank Russell Company. Frank
Russell Company was founded in 1936 and has provided comprehensive asset
management consulting services since 1969 for institutional pools of investment
assets, principally those of large corporate employee benefit plans. Frank
Russell Company and its affiliates have offices in Tacoma, Winston-Salem, New
York City, Toronto, London, Tokyo, Sydney, Paris, Zurich and Auckland, and have
approximately 1,400 officers and employees. The Administrator's and Frank
Russell Company's mailing address is 909 A Street, Tacoma, WA 98402. Frank
Russell Company is an independently operated subsidiary of The Northwestern
Mutual Life Insurance Company.
Pursuant to the Administration Agreement with Investment Company, the
Administrator will: (1) supervise all aspects of the Fund's operations; (2)
provide the Fund with administrative and clerical services, including the
maintenance of certain of the Fund's books and records; (3) arrange the periodic
updating of the Fund's prospectuses and any supplements thereto; (4) provide
proxy materials and reports to Fund shareholders and the Securities and Exchange
Commission; and (5) provide the Fund with adequate office space and all
necessary office equipment and services, including telephone service, heat,
utilities, stationery supplies and similar items. For these services, the Fund
and Investment Company's other domestic investment portfolios pay the
Administrator a combined fee that on an annual basis is equal to the following
percentages of their average aggregate daily net assets: $0 to and including
$500 million -- .06%; over $500 million to and including $1 billion -- .05%; and
over $1 billion -- .03%. The percentage of the fee paid by a
-10-
<PAGE>
particular Fund is equal to the percentage of average aggregate daily net assets
that are attributable to that Fund. The Administrator will also receive
reimbursement of expenses it incurs in connection with establishing new
investment portfolios. The Administration Agreement will continue from year to
year provided that a majority of the Trustees and a majority of the Trustees who
are not interested persons of each Fund and who have no direct or indirect
financial interest in the operation of the Distribution Plan described below or
the Administration Agreement approve its continuance. The Agreement may be
terminated by the Administrator or any Fund without penalty upon sixty days'
notice and will terminate automatically upon its assignment.
The Administrator's Code of Ethics. Officers and employees of the Administrator
and Distributor are permitted to engage in personal securities transactions
subject to restrictions and procedures set forth in the Confidentiality Manual
and Code of Ethics adopted by the Investment Company, Administrator and
Distributor. Such restrictions and procedures include substantially all of the
recommendations of the Advisory Group of the Investment Company Institute and
comply with Securities and Exchange Commission rules and regulations.
CUSTODIAN AND TRANSFER AGENT
State Street serves as the Custodian and Transfer Agent for the Investment
Company. State Street also provides the basic portfolio recordkeeping required
by the Investment Company for regulatory and financial reporting purposes. For
its services as Custodian, State Street is paid an annual fee in accordance with
the following: custody services--a fee payable monthly on a pro rata basis,
based on the following percentages of average daily net assets of each Fund: $0
up to $1.5 billion--0.02%, over $1.5 billion--0.015% (for purposes of
calculating the break point, the assets of all domestic Funds are aggregated);
securities transaction charges from $6.00 to $25.00 per transaction; Eurodollar
transaction fees ranging from $110.00 to $125.00 per transaction; monthly
pricing fees of $375.00 per investment portfolio and from $4.00 to $16.00 per
security, depending on the type of instrument and the pricing service used; and
yield calculation fees of $350.00 per non-money market portfolio per year. For
Transfer and Dividend Disbursing Agent services, State Street is paid the
following annual account services fees: $9.00 open account fee; $1.50 closed
account fee; fund minimum per portfolio for one to four portfolios--$36,000,
five to six portfolios--$24,000, and over six portfolios $18,000. Portfolio fees
are allocated to each fund based on the average net asset value of each fund and
are billable on a monthly basis at the rate of 1/12 of the annual fee. State
Street will apply a $5.00 fee to each telephone transaction (purchase or
redemption), which is applied against the monthly billing. State Street is
reimbursed by each Fund for supplying certain out-of-pocket expenses including
postage, transfer fees, stamp duties, taxes, wire fees, telexes, and freight.
DISTRIBUTOR
Russell Fund Distributors, Inc. serves as the Distributor of Fund shares
pursuant to a Distribution Agreement dated April 12, 1988 ("Distribution
Agreement"). The Distributor is a wholly owned subsidiary of the Administrator.
The Distributor's mailing address is One International Place, Boston, MA 02110.
DISTRIBUTION PLAN AND SHAREHOLDER SERVICING ARRANGEMENTS
Distribution Plan. Under the 1940 Act, the Securities and Exchange Commission
has adopted Rule 12b-1, which regulates the circumstances under which a Fund
may, directly or indirectly, bear distribution and shareholder servicing
expenses. Rule 12b-1 provides that a Fund may pay for such expenses only
pursuant to a plan adopted in accordance with the Rule. Accordingly, each Fund
has adopted an active distribution Plan.
The Plan provides that a Fund may spend annually, directly or indirectly, up to
0.25% of the value of its average net assets for distribution and shareholder
servicing services. The Plan does not provide for a Fund to be charged for
interest, carrying or any other financing charges on any distribution expenses
carried forward to subsequent years. A quarterly report of the amounts expended
under the Plan, and the purposes for which such expenditures were incurred, must
be made to the Trustees for their review. The Plan may not be amended without
shareholder approval to increase materially the distribution or shareholder
servicing costs that the Fund may pay. The Plan and material amendments to it
must be approved annually by all of the Trustees and by the Trustees who are
neither "interested persons" (as defined in the 1940 Act) of the Fund nor have
any direct or indirect financial interest in the operation of the Plan or any
related agreements.
Distribution and Shareholder Servicing. Payments under the Plan will be made to
Distributor to finance activity which is intended to result in the sale and
retention of Fund shares including: (1) payments made to certain broker-dealers,
investment advisors and other third-party intermediaries; (2) the costs of
prospectuses, reports to shareholders and sales literature; (3) advertising; and
(4) expenses incurred in connection with the promotion and sale of Fund shares,
including Distributor's overhead expenses for rent, office supplies, equipment,
travel, communication, compensation and benefits of sales personnel.
-11-
<PAGE>
Under the Plan, the Fund may also enter into Service Agreements with financial
institutions, which may include the Advisor ("Service Organizations"), to
provide shareholder servicing with respect to shares of the Fund held by or for
the customers of the Service Organizations. Under the Service Agreements, the
Service Organizations may provide various services for such customers,
including: answering inquiries regarding the Fund; assisting customers in
changing dividend options, account designations and addresses; performing
subaccounting for such customers; establishing and maintaining customer accounts
and records; processing purchase and redemption transactions; providing periodic
statements showing customers' account balances and integrating such statements
with those of other transactions and balances in the customers' other accounts
serviced by the Service Organizations; arranging for bank wires transferring
customers' funds; and such other services as the customers may request in
connection with the Fund, to the extent permitted by applicable statute, rule or
regulation. Service Organizations may receive from the Fund, for shareholder
servicing, monthly fees at a rate that shall not exceed .20% per annum of the
average daily net asset value of the Fund's shares owned by or for shareholders
with whom the Service Organization has a servicing relationship. Banks and other
financial service firms may be subject to various state laws, and may be
required to register as dealers pursuant to state law.
The Investment Company has entered into Service Agreements with the Advisor and
the following entities related to the Advisor: State Street Brokerage Services,
Inc., Metropolitan Division of Commercial Banking, Global Cash Management and
Retirement Investment Services, which includes State Street Solutions. The
purpose of the Service Agreements is to obtain shareholder services for Fund
shares owned by clients of each of these entities. In return for these services,
the Investment Company pays each of the entities a fee. These agreements are
reviewed annually by the Board of Trustees.
Payments to Distributor, as well as payments to Service Organizations, are not
permitted by the Plan to exceed .25% per year of the average net asset value of
the Fund's shares. Any payments that are required to be made by the Distribution
Agreement and any Service Agreement but could not be made because of the .25%
limitation may be carried forward and paid in subsequent years so long as the
Plan is in effect. The Fund's liability for any such expenses carried forward
shall terminate at the end of two years following the year in which the
expenditure was incurred. Service Organizations will be responsible for prompt
transmission of purchase and redemption orders and may charge fees for their
services.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP serves as the Investment Company's independent
accountants. PricewaterhouseCoopers LLP is responsible for performing annual
audits of the financial statements and financial highlights in accordance with
generally accepted auditing standards, a review of federal tax returns, and,
pursuant to Rule 17f-2 of the 1940 Act, three security counts. The mailing
address of PricewaterhouseCoopers LLP is One Post Office Square, Boston, MA
02109.
LEGAL COUNSEL
Goodwin, Procter & Hoar LLP, Exchange Place, Boston, MA 02109, provides legal
services to the SSgA Funds.
BROKERAGE PRACTICES
All portfolio transactions are placed on behalf of each Fund by the Advisor. The
Advisor ordinarily pays commissions when it executes transactions on a
securities exchange. In contrast, there is generally no stated commission on the
purchase or sale of securities traded in the over-the-counter markets, including
most debt securities and money market instruments. Rather, the price of such
securities includes an undisclosed commission in the form of a mark-up or
mark-down. The cost of securities purchased from underwriters includes an
underwriting commission or concession.
Subject to the arrangements and provisions described below, the selection of a
broker or dealer to execute portfolio transactions is usually made by the
Advisor. The Advisory Agreement provides, in substance and subject to specific
directions from officers of Investment Company, that in executing portfolio
transactions and selecting brokers or dealers, the principal objective is to
seek the best overall terms available to a Fund. Ordinarily, securities will be
purchased from primary markets, and the Advisor shall consider all factors it
deems relevant in assessing the best overall terms available for any
transaction, including the breadth of the market in the security, the price of
the security, the financial condition and execution capability of the broker or
dealer, and the reasonableness of the commission, if any, for the specific
transaction and other transactions on a continuing basis.
The Advisory Agreement authorizes the Advisor to select brokers or dealers to
execute a particular transaction, including principal transactions, and in
evaluating the best overall terms available, to consider the "brokerage and
research services" (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) provided to a Fund and/or the Advisor (or its
affiliates). The Advisor is authorized to cause each Fund to pay a commission to
a broker or dealer who provides such brokerage and research services for
executing a portfolio transaction which is in excess of the amount of commission
another broker or dealer would have charged for effecting that transaction. Each
Fund or the Advisor, as appropriate, must determine in good faith that such
commission was
-12-
<PAGE>
reasonable in relation to the value of the brokerage and research services
provided--viewed in terms of that particular transaction or in terms of all the
accounts over which the Advisor exercises investment discretion.
The Trustees periodically review the Advisor's performance of its
responsibilities in connection with the placement of portfolio transactions on
behalf of each Fund and review the prices paid by the Fund over representative
periods of time to determine if such prices are reasonable in relation to the
benefits provided to the Fund. Certain services received by the Advisor
attributable to a particular Fund transaction may benefit one or more other
accounts for which the Advisor exercises investment discretion, or an investment
portfolio other than that for which the transaction was effected. The Advisor's
fees are not reduced by the Advisor's receipt of such brokerage and research
services.
The Fund may effect portfolio transactions through State Street Brokerage
Services, Inc., an affiliate of the Advisor, when the Advisor determines that
the Fund will receive competitive execution, price and commissions.
PRICING OF FUND SHARES
The Fund determines the price per share once each business day, as of the close
of the regular trading session of the New York Stock Exchange (currently 4:00
p.m. Eastern time). A business day is one on which the New York Stock Exchange
is open for regular trading. Currently, the New York Stock Exchange is open for
trading every weekday except New Year's Day, Martin Luther King, Jr., Day,
President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.
Trading may occur in debt securities and in foreign securities at times when the
New York Stock Exchange is closed (including weekends and holidays or after 4:00
p.m. Eastern time on a regular business day). The trading of portfolio
securities at such times may significantly increase or decrease the net asset
value of Fund shares when the shareholder is not able to purchase or redeem Fund
shares. Further, because foreign securities markets may close prior to the time
the Fund determines net asset value, events affecting the value of the portfolio
securities occurring between the time prices are determined and the time the
Fund calculates net asset value may not be reflected in the calculation of net
asset value unless the Board of Trustees determine that a particular event would
materially affect the net asset value. If such an event occurs, these securities
will be valued at their fair value following procedures approved by the
Trustees.
With the exceptions noted below, the Fund values portfolio securities at fair
value. This generally means that equity securities and fixed income securities
listed and traded principally on any national securities exchange are valued on
the basis of the last sale price or, lacking any sales, at the closing bid
price, on the primary exchange on which the security is traded. United States
equity and fixed-income securities traded principally over-the-counter and
options are valued on the basis of the last reported bid price. Futures
contracts are valued on the basis of the last reported sales price.
Because many fixed income securities do not trade each day, last sale or bid
prices are frequently not available. Therefore, fixed income securities may be
valued using prices provided by a pricing service when such prices are
determined by Custodian to reflect the fair value of such securities.
International securities traded on a national securities exchange are valued on
the basis of the last sale price. International securities traded
over-the-counter are valued on the basis of best bid or official bid, as
determined by the relevant securities exchange. In the absence of a last sale or
best or official bid price, such securities may be valued on the basis of prices
provided by a pricing service if those prices are believed to reflect the fair
value of such securities. Some international securities trade on days that the
Fund is not open for business. As a result, the net asset value of Fund shares
may fluctuate on days when Fund shareholders may not buy or sell Fund shares.
The Fund values securities maturing within 60 days of the valuation date at
amortized cost unless the Board determines that the amortized cost method does
not represent fair value. This method involves valuing an instrument at its cost
and thereafter assuming a constant amortization to maturity of any discount or
premium, even though the portfolio security may increase or decrease in market
value generally in response to changes in interest rates. While this method
provides certainty in valuation, it may result in periods during which value, as
determined by amortized cost, is higher or lower than the price a Fund would
receive if it sold the instrument.
For example, in periods of declining interest rates, the daily yield on Fund
shares computed by dividing the annualized daily income on the Fund's portfolio
by the net asset value based upon the amortized cost valuation technique may
tend to be higher than a similar computation made by using a method of valuation
based upon market prices and estimates. In periods of rising interest rates, the
daily yield on Fund shares computed the same way may tend to be lower than a
similar computation made by using a method of calculation based upon market
prices and estimates.
-13-
<PAGE>
TAXES
Each Fund intends to qualify for treatment as a regulated investment company
("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended
("the Code"). As a RIC, each Fund will not be liable for federal income taxes on
taxable net investment income and net capital gain (long-term capital gains in
excess of short-term capital losses) that it distributes to its shareholders,
provided that the Fund distributes annually to its shareholders at least 90% of
its net investment income and net short-term capital gain for the taxable year
("Distribution Requirement"). For a Fund to qualify as a RIC it must abide by
all of the following requirements: (1) at least 90% of the Fund's gross income
each taxable year must be derived from dividends, interest, payments with
respect to securities loans, gains from the sale or other disposition of stock
or securities or foreign currencies, or other income (including gains from
options, futures or forward contracts) derived with respect to its business of
investing in such stock, securities or currencies ("Income Requirement"); (2) at
the close of each quarter of the Fund's taxable year, at least 50% of the value
of its total assets must be represented by cash and cash items, US Government
securities, securities of other RICs, and other securities, with such other
securities limited, in respect of any one issuer, to an amount that does not
exceed 5% of the total assets of the Fund and that does not represent more than
10% of the outstanding voting securities of such issuer; and (3) at the close of
each quarter of the Fund's taxable year, not more than 25% of the value of its
assets may be invested in securities (other than US Government securities or the
securities of other RICs) of any one issuer.
Each Fund will be subject to a nondeductible 4% excise tax to the extent it
fails to distribute by the end of any calendar year an amount at least equal to
the sum of: (1) 98% of its ordinary income for that year; (2) 98% of its capital
gain net income for the one-year period ending on October 31 of that year; and
(3) certain undistributed amounts from the preceding calendar year. For this and
other purposes, dividends declared in October, November or December of any
calendar year and made payable to shareholders of record in such month will be
deemed to have been received on December 31 of such year if the dividends are
paid by the Fund subsequent to December 31 but prior to February 1 of the
following year.
If a shareholder receives a distribution taxable as a long-term gain with
respect to shares of a Fund and redeems or exchanges the shares, and has held
the shares for six months or less, then any loss on the redemption or exchange
will be treated as a long-term loss to the extent of the respective capital gain
distribution.
Issues Related to Hedging and Option Investments. A Fund's ability to make
certain investments may be limited by provisions of the Code that require
inclusion of certain unrealized gains or losses in the Fund's income for
purposes of the Income Requirement and the Distribution Requirement, and by
provisions of the Code that characterize certain income or loss as ordinary
income or loss rather than capital gain or loss. Such recognition,
characterization and timing rules will affect investments in certain futures
contracts, options, foreign currency contracts and debt securities denominated
in foreign currencies.
Foreign Income Taxes. Investment income received by the Fund from sources within
foreign countries may be subject to foreign income taxes withheld at the source.
The United States has entered into tax treaties with many foreign countries
which would entitle the Fund to a reduced rate of such taxes or exemption from
taxes on such income. It is impossible to determine the effective rate of
foreign tax for a Fund in advance since the amount of the assets to be invested
within various countries is not known.
If the Fund invests in an entity that is classified as a passive foreign
investment company ("PFIC") for federal income tax purposes, the application of
certain provisions of the Code applying to PFICs could result in the imposition
of certain federal income taxes on the Fund. The Fund can elect to
mark-to-market its PFIC holdings in lieu of paying taxes on gains or
distributions therefrom.
Foreign shareholders should consult with their tax advisors as to if and how the
federal income tax and its withholding requirements applies to them.
State and Local Taxes. Depending upon the extent of each Fund's activities in
states and localities in which its offices are maintained, its agents or
independent contractors are located or it is otherwise deemed to be conducting
business, the Fund may be subject to the tax laws of such states or localities.
The foregoing discussion is only a summary of certain federal income tax issues
generally affecting the Fund and its shareholders. Circumstances among investors
may vary and each investor is encouraged to discuss investment in the Fund with
the investor's tax advisor.
CALCULATION OF PERFORMANCE DATA
The Fund computes average annual total return by using a standardized method of
calculation required by the Securities and Exchange Commission. Average annual
total return is computed by finding the average annual compounded rates of
return on a hypothetical
-14-
<PAGE>
initial investment of $1,000 over the one-year, five-year and ten-year periods
(or life of the funds as appropriate), that would equate the initial amount
invested to the ending redeemable value, according to the following formula:
P(1+T)n = ERV
where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a $1,000 payment
made at the beginning of the 1-year, 5-year and
10-year periods at the end of the year or period
The calculation assumes that all dividends and distributions of the Fund are
reinvested at the price stated in the Prospectus on the dividend dates during
the period, and includes all recurring and nonrecurring fees that are charged to
all shareholder accounts.
Total returns and other performance figures are based on historical earnings and
are not indicative of future performance.
ADDITIONAL INFORMATION
SHAREHOLDER MEETINGS
Investment Company will not have an annual meeting of shareholders. Special
meetings may be convened: (1) by the Board of Trustees; (2) upon written request
to the Board by the holders of at least 10% of the outstanding shares; or (3)
upon the Board's failure to honor the shareholders' request described above, by
holders of at least 10% of the outstanding shares giving notice of the special
meeting to the shareholders.
CAPITALIZATION AND VOTING
Each Fund share has one vote. There are no cumulative voting rights. There is no
annual meeting of shareholders, but special meetings may be held. On any matter
that affects only a particular investment fund, only shareholders of that fund
may vote unless otherwise required by the 1940 Act or the Master Trust
Agreement. The Trustees hold office for the life of the Trust. A Trustee may
resign or retire, and may be removed at any time by a vote of two-thirds of
Investment Company shares or by a vote of a majority of the Trustees. The
Trustees shall promptly call and give notice of a meeting of shareholders for
the purpose of voting upon removal of any Trustee when requested to do so in
writing by holders of not less than 10% of the shares then outstanding. A
vacancy on the Board of Trustees may be filled by the vote of a majority of the
remaining Trustees, provided that immediately thereafter at least two-thirds of
the Trustees have been elected by shareholders.
The Fund share represents an equal proportionate interest in the Fund, has a par
value of $.001 per share and is entitled to such relative rights and preferences
and dividends and distributions earned on the assets belonging to the Fund as
may be declared by the Board of Trustees. Fund shares are fully paid and
nonassessable by Investment Company and have no preemptive rights.
The Investment Company does not issue share certificates for the Fund. Transfer
Agent sends monthly statements to shareholders of the Fund concurrent with any
transaction activity, confirming all investments in or redemptions from their
accounts. Each statement also sets forth the balance of shares held in the
account.
FEDERAL LAW AFFECTING STATE STREET
The Glass-Steagall Act of 1933 prohibits state chartered banks such as State
Street from engaging in the business of underwriting, selling or distributing
certain securities, and prohibits a member bank of the Federal Reserve System
from having certain affiliations with an entity engaged principally in that
business. The activities of State Street in informing its customers of a Fund,
performing investment and redemption services, providing custodian, transfer,
shareholder servicing, dividend disbursing, agent servicing and investment
advisory services, may raise issues under these provisions. State Street has
been advised by its counsel that its activities in connection with each Fund
contemplated under this arrangement are consistent with its statutory and
regulatory obligations. SSgA Fund shares are not endorsed or guaranteed by State
Street or its affiliates, are not deposits or obligations of State Street or its
affiliates, and are not insured by the Federal Deposit Insurance Corporation or
any other governmental agency.
-15-
<PAGE>
Changes in federal or state statutes and regulations relating to the permissible
activities of banks and their affiliates, as well as judicial or administrative
decisions or interpretations of such or future statutes and regulations, could
prevent the Advisor from continuing to perform all or a part of the above
services for its customers and/or the Fund. If the Advisor were prohibited from
serving the Fund in any of its present capacities, the Board of Trustees would
seek an alternative provider(s) of such services. In such event, changes in the
operation of the Fund may occur. It is not expected by the Advisor that existing
shareholders would suffer any adverse financial consequences (if another advisor
with equivalent abilities is found) as a result of any of these occurrences.
FINANCIAL STATEMENTS
Unaudited financial statements, including notes to the financial statements and
financial highlights, will be available within four to six months from the later
of the date of this Statement of Additional Information or the date on which the
Fund first accept a subscription from an unaffiliated shareholder. Audited
financial statements will be available within 60 days following the end of the
Fund's then current fiscal year. When available, copies of the financial
statements can be obtained without charge by calling Distributor at (800)
647-7327.
-16-
<PAGE>
PART C: OTHER INFORMATION
Item 23. Exhibits
--------
<TABLE>
<CAPTION>
INCORPORATED BY REFERENCE
NAME OF EXHIBIT OR EXHIBIT NUMBER
<S> <C> <C>
1. First Amended and Restated
Master Trust Agreement Post-Effective Amendment #35 (12/29/95)
(a) Amendment No. 1 Post-Effective Amendment #35 (12/29/95)
(b) Amendment No. 2 Post-Effective Amendment #35 (12/29/95)
(c) Amendment No. 3 Post-Effective Amendment #35 (12/29/95)
(d) Amendment No. 4 Post-Effective Amendment #35 (12/29/95)
(e) Amendment No. 5 Post-Effective Amendment #35 (12/29/95)
(f) Amendment No. 6 Post-Effective Amendment #35 (12/29/95)
(g) Amendment No. 7 Post-Effective Amendment #35 (12/29/95)
(h) Amendment No. 8 Post-Effective Amendment #35 (12/29/95)
(i) Amendment No. 9 Post-Effective Amendment #40 (4/10/97)
(j) Amendment No. 10 Post-Effective Amendment #43 (2/4/98)
(k) Amendment No. 11 Post-Effective Amendment #47 (9/1/98)
(l) Amendment No. 12 Post-Effective Amendment #50 (3/15/99)
2. Bylaws Post-Effective Amendment #42 (12/24/97)
3. Instruments Defining Rights of Security Holders None
4(a) Investment Advisory Agreement Post-Effective Amendment #35 (12/29/95)
(b) Letter agreement incorporating the Yield Plus and Bond Post-Effective Amendment #35 (12/29/95)
Market Funds within the Investment Advisory Agreement
(c) Letter agreement incorporating the US Treasury Money Post-Effective Amendment #35 (12/29/95)
Market and US Treasury Obligations Funds within the
Investment Advisory Agreement
(d) Letter agreement incorporating the Growth and Income Post-Effective Amendment #35 (12/29/95)
and Intermediate Funds within the Investment Advisory
Agreement
(e) Letter agreement incorporating the Emerging markets Fund Post-Effective Amendment #35 (12/29/95)
and the Prime Money Market Fund within the Investment
Advisory Agreement
(f) Letter agreement incorporating the Tax Free Money Market Post-Effective Amendment #35 (12/29/95)
Fund within the Investment Advisory Agreement
(g) Letter agreement incorporating the Small Cap, Active Post-Effective Amendment #35 (12/29/95)
International and Real Estate Equity Funds within the
Investment Advisory Agreement
(h) Letter agreement incorporating the Life Solutions Post-Effective Amendment #41 (6/2/97)
Growth, Balanced and Income and Growth Funds within the
Investment Advisory Agreement
(i) Letter agreement incorporating the SSgA Special, Post-Effective Amendment #45 (4/28/98)
International Growth Opportunities and High Yield Bond
Funds within the Investment Advisory Agreement
(j) Letter agreement incorporating the SSgA Aggressive Post-Effective Amendment #47 (9/1/98)
Equity Fund within the Investment Advisory Agreement
(k) Letter agreement incorporating the SSgA IAM SHARES Exhibit 4(k)
Fund within the Investment Advisory Agreement
5. Distribution Agreements
(a) Distribution Agreement (Class A Shares) Post-Effective Amendment #35 (12/29/95)
(a)(i) Letter agreement incorporating the Yield Plus and Bond Post-Effective Amendment #35 (12/29/95)
Market Funds within the Distribution Agreement
(a)(ii) Letter agreement incorporating the US Treasury Money Post-Effective Amendment #35 (12/29/95)
Market and US Treasury Obligations Funds within the
Distribution Agreement
(a)(iii) Letter agreement incorporating the Growth and Income Post-Effective Amendment #35 (12/29/95)
1
<PAGE>
and Intermediate Funds within the Distribution
Agreement
(a)(iv) Letter agreement incorporating the Emerging Markets and Post-Effective Amendment #35 (12/29/95)
Prime Money Market Funds within the Distribution
Agreement
(a)(v) Letter agreement incorporating the Class A shares of the Post-Effective Amendment #35 (12/29/95)
Tax Free Money Market Fund within the Distribution
Agreement
(a)(vi) Letter agreement incorporating the Small Cap, Active Post-Effective Amendment #35 (12/29/95)
International and Real Estate Equity Funds within the
Distribution Agreement
(a)(vii) Letter agreement incorporating the Life Solutions Post-Effective Amendment #41 (6/2/97)
Growth, Balanced and Income and Growth Funds within the
Distribution Agreement
(a)(viii) Letter agreement incorporating the Special Small Cap, Post-Effective Amendment #45 (4/28/98)
International Growth Opportunities and High Yield Bond
Funds within the Distribution Agreement
(a)(ix) Letter agreement incorporating the SSgA Aggressive Post-Effective Amendment #47 (9/1/98)
Equity Fund within the Distribution Agreement
(a)(x) Letter agreement incorporating the SSgA IAM SHARES Fund Exhibit 5(a)(x)
within the Distribution Agreement
(b) Distribution Agreement (regarding Class B Shares of the Post-Effective Amendment #42 (12/24/97)
Money Market and US Government Money Market Funds)
(b)(i) Letter agreement incorporating the Class B Shares of the To be filed by amendment
Tax Free Money Market Fund within the Distribution
Agreement
(c) Distribution Agreement (regarding Class C Shares of the Post-Effective Amendment #42 (12/24/97)
Money Market and US Government Money Market Funds)
(c)(i) Letter Agreement incorporating the Class C Shares of the To be filed by amendment
Tax Free Money Market Fund within the Distribution
Agreement
6. Bonus, profit sharing, or pension plans To be filed by amendment
7(a) Custodian Contract Post-Effective Amendment #35 (12/29/95)
(b) Letter agreement incorporating the Yield Plus and Bond Post-Effective Amendment #35 (12/29/95)
Market Fund into the Custodian Contract
(c) Letter agreement incorporating the US Treasury Money Post-Effective Amendment #35 (12/29/95)
Market and US Treasury Obligations Funds into the
Custodian Contract
(d) Letter agreement incorporating the Growth and Income Post-Effective Amendment #35 (12/29/95)
and Intermediate Funds into the Custodian Contract
(e) Letter agreement incorporating the Emerging Markets and Post-Effective Amendment #35 (12/29/95)
Prime Money Market Funds into the Custodian Contract
(f) Fee Schedule, dated February 17, 1994, to Custodian Post-Effective Amendment #35 (12/29/95)
Contract
(g) Letter agreement incorporating the Tax Free Money Market Post-Effective Amendment #35 (12/29/95)
Fund into the Custodian Contract
(h) Letter agreement incorporating the Small Cap, Active Post-Effective Amendment #35 (12/29/95)
International and Real Estate Equity Funds into the
Custodian Contract
(i) Letter agreement incorporating the Life Solutions Post-Effective Amendment #41 (6/2/97)
Growth, Balanced and Income and Growth Funds into the
Custodian Contract
(j) Letter agreement incorporating the Special, Post-Effective Amendment #45 (4/28/98)
International Growth Opportunities and High Yield Bond
Funds into
2
<PAGE>
the Custodian Contract
(k) Letter agreement incorporating the Aggressive Equity Post-Effective Amendment #47 (9/1/98)
Fund into the Custodian Contract
(l) Letter agreement incorporating the IAM SHARES Fund into Exhibit 7(l)
the Custodian Contract
8(a)(i) Transfer Agency and Service Agreement Post-Effective Amendment #35 (12/29/95)
(a)(ii) Letter agreement incorporating the Yield Plus and Bond Post-Effective Amendment #35 (12/29/95)
Market Funds within the Transfer Agency and Service
Agreement
(a)(iii) Letter agreement incorporating the US Treasury Money Post-Effective Amendment #35 (12/29/95)
Market and US Treasury Obligations Funds within the
Transfer Agency and Service Agreement
(a)(iv) Letter agreement incorporating the Growth and Income and Post-Effective Amendment #35 (12/29/95)
Intermediate Funds within the Transfer Agency and
Service Agreement
(a)(v) Letter agreement incorporating the Emerging markets and Post-Effective Amendment #35 (12/29/95)
Prime Money Market Funds within the Transfer Agency and
Service Agreement
(a)(vi) Letter agreement incorporating the Tax Free Money Market Post-Effective Amendment #35 (12/29/95)
Fund within the Transfer Agency and Service Agreement
(a)(vii) Letter agreement incorporating the Small Cap, Active Post-Effective Amendment #35 (12/29/95)
International and Real Estate Equity Funds within the
Transfer Agency and Service Agreement
(a)(viii) Letter agreement incorporating the Life Solutions Post-Effective Amendment #41 (6/2/97)
Growth, Balanced and Income and Growth Funds within the
Transfer Agency and Service Agreement
(a)(ix) Letter agreement incorporating the Special, Post-Effective Amendment #45 (4/28/98)
International Growth Opportunities and High Yield Bond
Funds within the Transfer Agency and Service Agreement
(a)(x) Letter agreement incorporating the Aggressive Equity Post-Effective Amendment #47 (9/1/98)
Fund within the Transfer Agency and Service Agreement
(a)(xi) Letter agreement incorporating the IAM SHARES Fund Exhibit 8(a)(xi)
within the Transfer Agency and Service Agreement
(b)(i) Administration Agreement Post-Effective Amendment #35 (12/29/95)
(b)(ii) Letter agreement incorporating the Yield Plus and Bond Post-Effective Amendment #35 (12/29/95)
Market Funds within the Administration Agreement
(b)(iii) Letter agreement incorporating the US Treasury Money Post-Effective Amendment #35 (12/29/95)
Market and US Treasury Obligations Funds within the
Administration Agreement
(b)(iv) Letter agreement incorporating the Growth and Income and Post-Effective Amendment #35 (12/29/95)
Intermediate Funds within the Administration Agreement
(b)(v) Letter agreement incorporating the Emerging Markets and Post-Effective Amendment #35 (12/29/95)
Prime Money Market Funds within the Administration
Agreement
(b)(vi) Letter agreement incorporating the Tax Free Money Market Post-Effective Amendment #35 (12/29/95)
Fund within the Administration Agreement
(b)(vii) Letter agreement incorporating the Small Cap, Active Post-Effective Amendment #35 (12/29/95)
International and Real Estate Equity Funds within the
Administration Agreement
(b)(viii) Letter agreement incorporating the Life Solutions Post-Effective Amendment #35 (12/29/95)
Growth, Balanced and Income and Growth Funds within the
Administration Agreement
(b)(ix) Amendment No. 4 to the Administration Agreement between Post-Effective Amendment #41 (6/2/97)
Frank Russell Investment Management Company and SSgA
Funds
(b)(x) Letter agreement incorporating the Special, Post-Effective Amendment #45 (4/28/98)
International
3
<PAGE>
Growth Opportunities and High Yield Bond Funds within
the Administration Agreement
(b)(xi) Letter agreement incorporating the Aggressive Equity Post-Effective Amendment #47 (9/1/98)
Fund within the Administration Agreement
(b)(xii) Letter agreement incorporating the IAM SHARES Fund Exhibit 8(b)(xii)
within the Administration Agreement
9. Opinion of Counsel
(a) Relating to The Seven Seas Series Money Market Fund Post-Effective Amendment #42 (12/24/97)
(b) Relating to The Seven Seas Series US Government Money Post-Effective Amendment #42 (12/24/97)
Market Fund
(c) Relating to The Seven Seas Series S&P 500 Index, S&P Post-Effective Amendment #42 (12/24/97)
Midcap Index, Matrix Equity, International European
Index, International Pacific Index and Short Term
Government Securities Funds
(d) Relating to The Seven Seas Series Yield Plus and Bond Post-Effective Amendment #42 (12/24/97)
Market Funds
(e) Relating to The Seven Seas Series US Treasury Money Post-Effective Amendment #42 (12/24/97)
Market and Treasury Obligations Funds
(f) Relating to The Seven Seas Series Growth and Income and Post-Effective Amendment #42 (12/24/97)
Intermediate Funds
(g) Relating to The Seven Seas Series Emerging Markets and Post-Effective Amendment #42 (12/24/97)
Prime Money Market Funds
(h) Relating to Class A, Class B and Class C Shares of The Post-Effective Amendment #42 (12/24/97)
Seven Seas Series Money Market and US Government Money
Market Funds
(i) Relating to Class A, Class B and Class C Shares of The Post-Effective Amendment #42 (12/24/97)
Seven Seas Series Tax Free Money Market Funds
(j) Relating to The Seven Seas Series Real Estate Equity Fund Post-Effective Amendment #42 (12/24/97)
(k) Relating to the SSgA Life Solutions Growth, Balanced and Post-Effective Amendment #41 (6/2/97)
Income and Growth Funds
(l) Relating to the Special, International Growth Post-Effective Amendment #45 (4/28/98)
Opportunities and High Yield Bond Funds
(m) Relating to the Aggressive Equity Fund Post-Effective Amendment #47 (9/1/98)
(n) Relating to the IAM SHARES Fund Exhibit 9(n)
10. Other Opinions: Consent of Independent Accountants None
11. Financial Statements Omitted from Item 22 None
12. Initial Capital Agreements
(a) The Seven Seas Series Money Market Fund Post-Effective Amendment #42 (12/24/97)
(b) The Seven Seas Series US Government Money Market Fund Post-Effective Amendment #42 (12/24/97)
(c) The Seven Seas Series Government Securities, Index, Post-Effective Amendment #42 (12/24/97)
Midcap Index, Matrix, European Index and Pacific Index
Funds
(d) The Seven Seas Series Yield Plus and Bond Market Funds Post-Effective Amendment #42 (12/24/97)
(e) The Seven Seas Series US Treasury Money Market and Post-Effective Amendment #42 (12/24/97)
Treasury Obligations Funds
(f) The Seven Seas Series Growth and Income and Intermediate Post-Effective Amendment #42 (12/24/97)
Funds
(g) The Seven Seas Series Emerging Markets and Prime Money Post-Effective Amendment #42 (12/24/97)
Market Funds
(h) Class B and C Shares of The Seven Seas Series Money Post-Effective Amendment #42 (12/24/97)
Market and US Government Money Market Funds
(i) The Seven Seas Series Tax Free Money Market Fund Post-Effective Amendment #42 (12/24/97)
4
<PAGE>
(Class A, B and C Shares)
(j) The Seven Seas Series Active International Fund Post-Effective Amendment #42 (12/24/97)
(k) SSgA Life Solutions Growth, Balanced and Income and Post-Effective Amendment #41 (6/2/97)
Growth Funds
(l) SSgA Special, International Growth Opportunities and Post-Effective Amendment #45 (4/28/98)
High Yield Bond Funds
(m) SSgA Aggressive Equity Fund Post-Effective Amendment #47 (9/1/98)
(n) SSgA IAM SHARES Fund Exhibit 12(n)
13. Distribution Plans pursuant to Rule 12b-1
(a) Plan of Distribution for the government Securities, Post-Effective Amendment #35 (12/29/95)
Index, Midcap Index, Matrix, European Index and Pacific
Index Funds as approved by the Board of Trustees
(a)(i) Addendum to the Plan of Distribution incorporating the Post-Effective Amendment #35 (12/29/95)
Yield Plus and Bond Market Funds into the Plan
(a)(ii) Addendum to the Plan of Distribution incorporating the Post-Effective Amendment #35 (12/29/95)
Money Market and US Government Money Market Funds into
the Plan (Class A Shares)
(a)(iii) Addendum to the Plan of Distribution incorporating the Post-Effective Amendment #35 (12/29/95)
US Treasury Money Market and US Treasury Obligations
Funds into the Plan
(a)(iv) Addendum to the Plan of Distribution incorporating the Post-Effective Amendment #35 (12/29/95)
Growth and Income and Intermediate Funds into the Plan
(a)(v) Addendum to the Plan of Distribution incorporating the Post-Effective Amendment #35 (12/29/95)
Emerging Markets and Prime Money Market Funds into the
Plan
(a)(vi) Addendum to the Plan of Distribution incorporating the Post-Effective Amendment #35 (12/29/95)
Class A Shares of the Tax Free Money Market Fund into
the Plan
(a)(vii) Addendum to the Plan of Distribution incorporating the Post-Effective Amendment #35 (12/29/95)
Small Cap, Active International and Real Estate Equity
Funds into the Plan
(a)(viii) Addendum to the Plan of Distribution incorporating the Post-Effective Amendment #41 (6/2/97)
Life Solutions Growth, Balanced and Income and Growth
Funds into the Plan
(a)(ix) Addendum to the Plan of Distribution incorporating the Post-Effective Amendment #45 (4/28/98)
Special, International Growth Opportunities and High
Yield Bond Funds into the Plan
(a)(x) Addendum to Plan of Distribution incorporating the Post-Effective Amendment #47 (9/1/98)
Aggressive Equity Fund in the Plan
(a)(xi) Addendum to Plan of Distribution incorporating the IAM Exhibit 13(a)(xi)
SHARES Fund into the Plan
(b) Plan of Distribution for the Money Market and US Post-Effective Amendment #42 (12/24/97)
Government Money Market Funds (Class B Shares) as
approved by the Board of Trustees
(b)(i) Addendum to the Plan of Distribution incorporating the To be filed by amendment
Class B Shares of the Tax Free Money Market Fund
(c) Plan of Distribution for the Money Market and US Post-Effective Amendment #42 (12/24/97)
Government Money Market Funds (Class C Shares) as
approved by the Board of Trustees
(c)(i) Addendum to the Plan of Distribution incorporating the To be filed by amendment
Class C Shares of the Tax Free Money Market Fund
(d) Shareholder Servicing Agreement, by and between SSgA Post-Effective Amendment #42 (12/24/97)
Funds and State Street Bank and Trust Company
(d)(i) Shareholder Servicing Agreement, by and between SSgA Post-Effective Amendment #39 (12/27/96)
Funds and State Street Brokerage Services, Inc.
(d)(ii) Shareholder Servicing Agreement, by and between SSgA Post-Effective Amendment #39 (12/27/96)
Funds and State Street Bank and Trust Company,
Metropolitan Division of Commercial Banking Services
5
<PAGE>
(d)(iii) Shareholder Servicing Agreement, by and between SSgA Post-Effective Amendment #42 (12/24/97)
Funds and State Street Bank and Trust Company Retirement
Investment Services Division
(d)(iv) Shareholder Servicing Agreement, by and between SSgA Post-Effective Amendment #42 (12/24/97)
Funds and State Street Solutions
(d)(v) Shareholder Servicing Agreement, by and between SSgA To be filed by amendment
Funds and Global Cash Management Division of State
Street Bank and Trust Company
(e) Form of Agreement Pursuant to Rule 12b-1 Plan (relating To be filed by amendment
to Class B Shares) as approved by the Board of Trustees
(f) Form of Agreement Pursuant to Rule 12b-1 Plan (relating To be filed by amendment
to Class C Shares) as approved by the Board of Trustees
14. Financial Data Schedule Exhibit 14
15. Rule 18f-3 Plan None
</TABLE>
Item 24. Persons Controlled by or Under Common Control with Registrant
None
Item 25. Indemnification
Indemnification is provided to officers and Trustees of the Registrant
pursuant to Section 6.4 of Article VI of Registrant's First Amended and Restated
Master Trust Agreement, which reads as follows:
"Section 6.4 Indemnification of Trustees, Officers, etc. The Trust shall
indemnify (from the assets of the Sub-Trust or Sub-Trusts in question) each of
its Trustees and officers (including persons who serve at the Trust's request as
directors, officers or trustees of another organization in which the Trust has
any interest as a shareholder, creditor or otherwise [hereinafter referred to as
"Covered Person"]) against all liabilities, including but not limited to amounts
paid in satisfaction of judgments, in compromise or as fines and penalties, and
expenses, including reasonable accountants' and counsel fees, incurred by any
Covered Person in connection with the defense or disposition of any action, suit
or other proceeding, whether civil or criminal, before any court or
administrative or legislative body, in which such Covered Person may be or may
have been involved as a party or otherwise with which such person may be or may
have been threatened, while in office or thereafter, or by reason of being or
having been such a Trustee or officer, director or trustee, except with respect
to any matter as to which it has been determined that such Covered Person had
acted with willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such Covered Person's office
(such conduct referred to hereafter as "Disabling Conduct"). A determination
that the Covered Person is entitled to indemnification may be made by (i) a
final decision on the merits by a court or other body before whom the proceeding
was brought that the person to be indemnified was not liable by reason of
Disabling Conduct, (ii) dismissal of a court action or an administrative
proceeding against a Covered Person for insufficiency of evidence of Disabling
Conduct, or (iii) a reasonable determination, based upon a review of the facts,
that the indemnitee was not liable by reason of Disabling Conduct by (a) a vote
of a majority of a quorum of Trustees who are neither "interested persons" of
the Trust as defined in section 2(a)(19) of the 1940 Act nor parties to the
proceeding, or (b) an independent legal counsel in a written opinion. Expenses,
including accountants' and counsel fees so incurred by any such Covered Person
(but excluding amounts paid in satisfaction of judgments, in compromise or as
fines or penalties), may be paid from time to time by the Sub-Trust in question
in advance of the final disposition of any such action, suit or proceeding,
provided that the Covered Person shall have undertaken to repay the amounts so
paid to the Sub-Trust in question if it is ultimately determined that
indemnification of such expenses is not authorized under this Article VI and (i)
the Covered Person shall have provided security for such undertaking, (ii) the
Trust shall be insured against losses arising by reason of any lawful advances,
or (iii) a majority of a quorum of the disinterested Trustees who are not a
party to the proceeding, or an independent legal counsel in a written opinion,
shall have determined, based on a review of readily available facts (as opposed
to a full trial-type inquiry), that there is reason to believe that the Covered
Person ultimately will be found entitled to indemnification."
The Investment Advisory Agreement provides that in the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties under the Investment Advisory Agreement or on the part of
the Adviser, or for a loss resulting from a breach of fiduciary duty with
respect to the receipt of compensation for services, the Adviser shall not be
subject to liability to the Registrant or to any shareholder of the Registrant
for any
6
<PAGE>
error of judgment, mistake of law or any other act or omission in the course of,
or connected with, rendering services under the Investment Advisory Agreement or
for any losses that may be sustained in the purchase, holding or sale of any
security.
The Distribution Agreements relating to Class A, Class B and Class C
Shares provide that in the absence of willful misfeasance, bad faith, gross
negligence, or reckless disregard of obligations or duties under the
Distribution Agreement, the Distributor, its officers, directors and any
controlling person (within the meaning of Section 15 of the 1933 Act)
("Distributor") shall be indemnified by the Registrant from and against any and
all claims, demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities and any counsel
fees incurred in connection therewith) which Distributor may incur under the
1933 Act or under common law or otherwise arising out of or based upon any
alleged untrue statement of a material fact contained in the Registration
Statement, Prospectus or Statement of Additional Information or arising out of
or based upon any alleged omission to state a material fact required to be
stated in said documents or necessary to make the statements not misleading.
Registrant provides the following undertaking:
"Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Trustees, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a Trustee, officer, or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such Trustee, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue."
Item 26. Business and Other Connections of Investment Adviser.
The Investment Management Division of State Street Bank and Trust
Company ("State Street") serves as adviser to the Registrant. State Street, a
Massachusetts bank, currently manages large institutional accounts and
collective investment funds. The business, profession, vocation or employment of
a substantial nature which each director or officer of the investment adviser is
or has been, at any time during the past two fiscal years, engaged for his own
account or in the capacity of director, officer, employee, partner or trustee,
is as follows:
<TABLE>
<CAPTION>
NAME CAPACITY WITH ADVISOR BUSINESS NAME AND ADDRESS*
<S> <C> <C>
Tenley E. Albright, MD Director Chairman, Western Resources, Inc.
Two Commonwealth Avenue
Boston, MA 02116-3134
Joseph A. Baute Director Former Chairman and CEO,
Markem Corporation
515 East Surry Road
Surry, NH 03431
I. MacAlister Booth Director Retired Chairman, President and CEO,
Polaroid Corporation
P.O. Box 428 - 68 Barnes Hill Road
Concord, MA 01742
Marshall N. Carter Chairman and CEO State Street Bank and Trust Company
225 Franklin Street - P.O. Box 351
Boston, MA 02110
James I. Cash, Jr. Director The James E. Robison Professor of
Business Administration, Harvard
7
<PAGE>
Business School (on sabbatical)
c/o Stanford Graduate School of Business
518 Memorial Way
Stanford University
Stanford, CA 94305-5015
Truman S. Casner Director Partner, Ropes & Gray
One International Place - 37th Floor
Boston, MA 02110
Nader F. Darehshori Director Chairman, President and CEO,
Houghton Mifflin Company
222 Berkeley - 5th Floor
Boston, MA 02116-3764
Arthur L. Goldstein Director Chairman and CEO, Ionics, Inc.
65 Grove Street
P.O. Box 9131
Watertown, MA 02272-9131
David P. Gruber Director President and CEO,
Wyman-Gordon Company
244 Worchester Street
N. Grafton, MA 01536-8001
Charles F. Kaye Director President,
Transportation Investments, Inc.
101 Federal Street - Suite 1900
Boston, MA 02110
John M. Kucharski Director Chairman and CEO, EG&G, Inc.
45 William Street
Wellesley, MA 02181
Charles R. LaMantia Director President and CEO,
Arthur D. Little, Inc.
25 Acorn Park
Cambridge, MA 02140
David B. Perini Director Chairman and President,
Perini Corporation
73 Mt. Wayte Avenue
Framingham, MA 01701
Dennis J. Picard Director Chairman and CEO,
Raytheon Company
141 Spring Street
Lexington, MA 02173
Alfred Poe Director Former President, Meal Enhancement
Group, Campbell Soup Company
Nine Hickory Drive
Chester, NJ 07930
Bernard W. Reznicek Director President, Premier Group;
Retired Chairman and CEO,
Boston Edison Company
1212 N. 96th Street
8
<PAGE>
Omaha, NE 68114-2274
David A. Spina President and Chief Operating State Street Corporation
Officer 225 Franklin Street - P.O. Box 351
Boston, MA 02110
Diana Chapman Walsh Director President, Wellesley College
106 Central Street
Wellesley, MA 02181
Robert E. Weissman Director Chairman and CEO,
Cognizant Corporation
200 Nyala Farms Road
Westport, CT 06880
</TABLE>
Item 27. Principal Underwriters
(a) Russell Fund Distributors, Inc., also acts as principal underwriter
for Frank Russell Investment Company.
(b) The directors and officers of Russell Fund Distributors, Inc., their
principal business address, and positions and offices with the Registrant and
Russell Fund Distributors, Inc. are set forth below:
<TABLE>
<CAPTION>
NAME AND PRINCIPAL BUSINESS
ADDRESS* POSITION AND OFFICES WITH UNDERWRITER POSITION WITH REGISTRANT
<S> <C> <C>
Lynn L. Anderson Director and CEO Trustee, Chairman of the Board,
and President
Carla L. Anderson Assistant Secretary Assistant Secretary
Karl J. Ege Secretary and General Counsel None
J. David Griswold Associate General Counsel Secretary
and Assistant Secretary
Linda L. Gutmann Treasurer and Controller None
Mary E. Hughs Assistant Secretary None
John C. James Assistant Secretary None
Randall P. Lert Director None
Gregory J. Lyons Assistant Secretary None
B. James Rohrbacher Director, Compliance & Internal Chief Compliance Officer
Audit, Chief Compliance Officer
Eric A. Russell Director and President None
</TABLE>
*Address of all individuals: 909 A Street, Tacoma, Washington 98402
9
<PAGE>
(c) Not applicable.
Item 28. Location of Accounts and Records
The Registrant's Administrator, Frank Russell Investment Management
Company, 909 A Street, Tacoma, Washington 98402, will maintain the physical
possession of the books and records required by subsection (b)(4) of Rule 31a-1
under the Investment Company Act of 1940. All other accounts, books and
documents required by Rule 31a-1 are maintained in the physical possession of
Registrant's investment adviser, transfer agent, and custodian, State Street
Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts, 02110 and
1776 Heritage Drive, North Quincy, Massachusetts 02171.
Item 29. Management Services
Not applicable.
Item 30. Undertakings
Not applicable.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, The Registrant, the SSgA Funds, certifies that it meets all
of the requirements for effectiveness of this Post-Effective Amendment No. 51 to
its Registration Statement pursuant to Rule 485(b) under the Securities Act of
1933 and has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the City of Boston, and
Commonwealth of Massachusetts, on the 28th day of May, 1999.
By: /s/ Lynn L. Anderson
--------------------
Lynn L. Anderson, President,
Treasurer and Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities as
indicated on May 28, 1999.
Signature Title
/s/ Lynn L. Anderson Trustee, President, Treasurer and
-------------------------- Chairman of the Board
Lynn L. Anderson
/s/ Steven J. Mastrovich Trustee
--------------------------
Steven J. Mastrovich
/s/ William L. Marshall Trustee
--------------------------
William L. Marshall
/s/ Patrick J. Riley Trustee
--------------------------
Patrick J. Riley
/s/ Richard D. Shirk Trustee
--------------------------
Richard D. Shirk
/s/ Bruce D. Taber Trustee
--------------------------
Bruce D. Taber
/s/ Henry W. Todd Trustee
--------------------------
Henry W. Todd
11
<PAGE>
EXHIBIT INDEX
NAME OF EXHIBIT EXHIBIT NUMBER
Letter agreement incorporating the IAM SHARES Fund within 4(k)
the Investment Advisory Agreement
Letter agreement incorporating the IAM SHARES Fund within 5(a)(x)
the Distribution Agreement
Letter agreement incorporating the IAM SHARES Fund within 7(l)
the Custodian Contract
Letter agreement incorporating the IAM SHARES Fund within 8(a)(xi)
the Transfer Agency and Service Agreement
Letter agreement incorporating the IAM SHARES Fund within 8(b)(xii)
the Administration Agreement
Opinion of Counsel relating to IAM SHARES Fund 9(n)
Initial capital agreements relating to the IAM SHARES Fund 12(n)
Addendum of Plan of Distribution incorporating the IAM 13(a)(xi)
SHARES Fund into the Plan
Financial Data Schedule 14
12
Exhibit 4(k)
LETTER AGREEMENT
SSgA IAM SHARES Fund
Investment Advisory Agreement
May 28, 1999
State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
Ladies and Gentlemen:
Pursuant to Paragraph 1(b) of the Investment Advisory Agreement between the SSgA
Funds and State Street Bank and Trust Company, dated April 12, 1988, the SSgA
Funds advise you that it is creating a new series to be named SSgA IAM SHARES
(the "Fund"), and that the SSgA Funds desire State Street Bank and Trust Company
to serve as investment advisor with respect to the Fund pursuant to the terms
and conditions of the Investment Advisory Agreement. The Fund will be charged a
fee by the Advisor for its investment advisory services, as reflected in the
attached Exhibit A.
Notwithstanding anything to the contrary in Paragraph 10(a), the initial term of
the Investment Advisory Agreement with respect to the Fund shall be until April
12, 1999.
Please acknowledge your acceptance of acting as advisor to the Fund by executing
this letter agreement in the space provided below and then returning it to the
undersigned.
Sincerely,
SSgA FUNDS
By: /s/ Lynn L. Anderson
--------------------
Lynn L. Anderson
President
ACKNOWLEDGED AND ACCEPTED
- -------------------------
State Street Bank and Trust Company
<PAGE>
By: /s/
------------------------------------------
Its:
------------------------------------------
<PAGE>
AMENDED
EXHIBIT "A"
May 28, 1999
As consideration for the Advisor's services to the following Funds, the Advisor
shall receive from each of these Funds an annual advisory fee, accrued daily at
the rate of 1/365th of the applicable advisory fee rate and payable monthly on
the first business day of each month, of the following annual percentages of
each Portfolio's average daily net assets during the month:
<TABLE>
<S> <C>
SSgA Money Market Fund 0.25%
SSgA US Government Money Market Fund 0.25%
SSgA S&P 500 Index Fund 0.10%
SSgA Matrix Equity Fund 0.75%
SSgA International Pacific Index Fund 0.50%
SSgA Bond Market Fund 0.30%
SSgA Yield Plus Fund 0.25%
SSgA US Treasury Money Market Fund 0.25%
SSgA US Treasury Obligations Fund 0.25%
SSgA Growth and Income Fund 0.85%
SSgA Intermediate Fund 0.80%
SSgA Prime Money Market Portfolio 0.15%
SSgA Emerging Markets Fund 0.75%
SSgA Tax Free Money Market Fund 0.25%
SSgA Real Estate Equity Fund 0.65%
SSgA Small Cap Fund 0.75%
SSgA Active International Fund 0.75%
SSgA Life Solutions Income and Growth Fund 0.00%
SSgA Life Solutions Balanced Fund 0.00%
SSgA Life Solutions Growth Fund 0.00%
SSgA Special Small Cap Fund 0.75%
SSgA International Growth Opportunities Fund 0.75%
SSgA High Yield Bond Fund 0.30%
SSgA Aggressive Equity Fund 0.75%
SSgA IAM SHARES Fund 0.25%
</TABLE>
Exhibit 5(a)(x)
LETTER AGREEMENT
SSgA IAM SHARES Fund
Distribution Agreement
May 28, 1999
Russell Fund Distributors, Inc.
909 A Street
Tacoma, WA 98402
Ladies and Gentlemen:
Pursuant to Paragraph 1 of the Distribution Agreement between the SSgA Funds and
Russell Fund Distributors, Inc., dated April 12, 1988, as amended, the SSgA
Funds advise you that it is creating a new series to be named SSgA IAM SHARES
Fund (the "Fund"), and that the SSgA Funds desire Russell Fund Distributors,
Inc. to serve as Distributor with respect to the Fund pursuant to the terms and
conditions of the Distribution Agreement. The fee to be charged by Distributor
to the Fund in return for its services will be as set forth in the Distribution
Agreement.
Notwithstanding anything to the contrary in Paragraph 14, the initial term of
the Distribution Agreement with respect to the Fund shall be until April 12,
1999.
Please acknowledge your acceptance of acting as Distributor to the Fund by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely,
SSgA FUNDS
By: /s/ Lynn L. Anderson
--------------------
Lynn L. Anderson
President
ACKNOWLEDGED AND ACCEPTED
- -------------------------
Russell Fund Distributors, Inc.
<PAGE>
By: /s/ J. David Griswold
------------------------------
J. David Griswold
Associate General Counsel and
Assistant Secretary
Exhibit 7(l)
LETTER AGREEMENT
SSgA IAM SHARES Fund
Custodian Contract
May 28, 1999
State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
Ladies and Gentlemen:
Pursuant to Paragraph 12 of the Custodian Contract between the SSgA Funds and
State Street Bank and Trust Company, dated as of April 11, 1988, the SSgA Funds
advise you that that it is creating a new series to be named SSgA IAM SHARES
Fund, (the "Fund"), and that the SSgA Funds desire State Street Bank and Trust
Company to serve as custodian with respect to the Fund pursuant to the terms and
conditions of the Custodian Contract. Custodian fees to be assessed for
transactions on behalf of the Funds shall be as set forth in the Custodian
Contract.
Notwithstanding anything to the contrary in Paragraph 9, the initial term of the
Custodian Contract with respect to the Fund shall be until April 12, 1999.
Please acknowledge your acceptance of acting as Custodian to the Fund by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely,
SSgA FUNDS
By: /s/ Lynn L. Anderson
--------------------
Lynn L. Anderson
President
ACKNOWLEDGED AND ACCEPTED
- -------------------------
<PAGE>
State Street Bank and Trust Company
By: /s/
-------------------------------------------
Its:
-------------------------------------------
Exhibit 8(a)(xi)
LETTER AGREEMENT
SSgA IAM SHARES Fund
Transfer Agency and Service Agreement
May 28, 1999
State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
Ladies and Gentlemen:
Pursuant to Article 8 of the Transfer Agency and Service Agreement between the
SSgA Funds and State Street Bank and Trust Company, dated as of April 11, 1988,
as amended, the SSgA Funds advise you that it is creating a new series to be
named SSgA IAM SHARES Fund (the "Fund"), and that the SSgA Funds desires State
Street Bank and Trust Company to serve as Transfer Agent with respect to the
Fund pursuant to the terms and conditions of the Transfer Agency and Service
Agreement.
Notwithstanding anything to the contrary in Article 7, the initial term of the
Transfer Agency and Service Agreement with respect to the Fund shall be until
April 12, 1999.
Please acknowledge your acceptance of acting as Transfer Agent to the Fund by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely,
SSgA FUNDS
By: /s/ Lynn L. Anderson
--------------------
Lynn L. Anderson
President
ACKNOWLEDGED AND ACCEPTED
- -------------------------
State Street Bank and Trust Company
<PAGE>
By: /s/
-------------------------------------
Its:
-------------------------------------
Exhibit 8(b)(xii)
LETTER AGREEMENT
SSgA IAM SHARES Fund
Administration Agreement
May 28, 1999
Frank Russell Investment Management Company
909 A Street
Tacoma, WA 98402
Ladies and Gentlemen:
Pursuant to Paragraph 1 of the Administration Agreement between the SSgA Funds
and Frank Russell Investment Management Company, dated April 12, 1988, as
amended, the SSgA Funds advise you that it is creating a new series to be named
SSgA IAM SHARES Fund (the "Fund"), and that the SSgA Funds desire Frank Russell
Investment Management Company to serve as Administrator with respect to the Fund
pursuant to the terms and conditions of the Administration Agreement. The
Administrator to the Fund will charge a fee for its services to the Funds as
determined by the currently effective Administration Agreement.
Notwithstanding anything to the contrary in Paragraph 11(b), the initial term of
the Administration Agreement with respect to the Fund shall be until April 12,
1999.
Please acknowledge your acceptance of acting as Administrator to the Fund by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely,
SSgA FUNDS
By: /s/ Lynn L. Anderson
--------------------
Lynn L. Anderson
President
ACKNOWLEDGED AND ACCEPTED
- -------------------------
<PAGE>
Frank Russell Investment Management Company
By: /s/ J. David Griswold
--------------------------
J. David Griswold
Associate General Counsel
and Assistant Secretary
Exhibit 9(n)
May 20, 1999
The SSgA Funds
909 A Street
Tacoma, WA 98402
Ladies and Gentlemen:
As counsel to the SSgA Funds (the "Trust"), a Massachusetts business trust, we
have been asked to render our opinion with respect to the issuance of an
indefinite number of shares of beneficial interest, $.001 par value, of the
Trust (the "Shares") representing interests in the SSgA IAM SHARES Fund, as more
fully described in the Prospectus and the Statement of Additional Information
contained in Post-Effective Amendment No. 51 (the "Amendment") to the Trust's
Registration Statement on Form N-1A (Registration No. 33-19229) filed with the
Securities and Exchange Commission.
We have examined the First Amended and Restated Master Trust Agreement of the
Trust dated October 13, 1993, as amended, the By-laws of the Trust, the records
of certain meetings of the Trustees, the Prospectus and Statement of Additional
Information contained in the Amendment, and such other documents, records and
certificates as we have deemed necessary for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Shares, when sold in
accordance with the terms of the Prospectus and Statement of Additional
Information in effect at the time of sale, will be legally issued, fully paid
and non-assessable by the Trust.
We hereby consent to the filing of this opinion as an exhibit to the Amendment
and to the reference to this firm as legal counsel for the Trust in the
Prospectus contained in the Amendment.
Very truly yours,
/s/ Goodwin, Procter & Hoar
- ---------------------------
Goodwin, Procter & Hoar
Exhibit 12(n)
May 28, 1999
SSgA Funds
909 A Street
Tacoma, WA 98402
Ladies and Gentlemen:
In connection with your sale to us on May 28, 1999 of 10 shares of the SSgA IAM
SHARES Fund (the "Shares"), we understand that: (i) the Shares have not been
registered under the Securities Act of 1933, as amended (the "1933 Act"); (ii)
your sale of the Shares to us is made in reliance on such sale being exempt
under Section 4(2) of the 1933 Act as not involving any public offering; and
(iii) in part, your reliance on such exemption is predicated on our
representation, which we hereby confirm, that we are acquiring the Shares for
investment for our own account as the sole beneficial owner thereof, and not
with a view to or in connection with any resale or distribution of the Shares or
of any interest therein. We hereby agree that we will not sell, assign or
transfer the Shares or any interest therein except and until the Shares have
been registered under the 1933 Act or you have received an opinion of your
counsel indicating to your satisfaction that said sale, assignment or transfer
will not violate the provisions of the 1933 Act or any rules or regulations
promulgated thereunder.
This letter is intended to take effect as an instrument under sale, shall be
construed under the laws of the State of Massachusetts, and is delivered as of
the date above written.
FRANK RUSSELL INVESTMENT
MANAGEMENT COMPANY
By: /s/ J. David Griswold
---------------------
J. David Griswold
<PAGE>
Associate General Counsel and
Assistant Secretary
<PAGE>
SUBSCRIPTION
SSgA IAM SHARES Fund
May 28, 1999
To: The Board of Trustees of the SSgA Funds
909 A Street
Tacoma, WA 98402
Gentlemen:
The undersigned hereby subscribes to 10 shares each of the SSgA IAM SHARES Fund,
having a par value of $0.001 per share, at a price of $10.00 per share.
In consideration for your acceptance of the foregoing subscription, we hereby
deliver to you $100.00 in full and complete payment.
FRANK RUSSELL INVESTMENT
MANAGEMENT COMPANY
By: /s/ J. David Griswold
---------------------
J. David Griswold
Associate General Counsel and
Assistant Secretary
ACKNOWLEDGED AND ACCEPTED
- -------------------------
SSgA Funds
By: /s/ Lynn L. Anderson
--------------------
Lynn L. Anderson
President
Exhibit 13(a)(xi)
ADDENDUM ADDING
SSgA IAM Shares Fund
TO THE SSgA FUNDS
PLAN OF DISTRIBUTION
PURSUANT TO RULE 12b-1
Pursuant to Paragraph 4(b) of the SSgA Funds' Plan of Distribution Pursuant to
Rule 12b-1 ("Rule 12b-1 Plan"), the undersigned parties agree that the SSgA IAM
SHARES Fund (the "Fund") be added as a "Fund" under the Rule 12b-1 Plan and
further agree to be bound by the terms and conditions of the Rule 12b-1 Plan
with respect to the Fund.
Notwithstanding anything to the contrary in Section 4 of the Rule 12b-1 Plan,
the initial term of the Rule 12b-1 Plan with respect to the Fund shall be until
April 12, 1999.
Dated: May 28, 1999
ATTEST: SSgA FUNDS
By: /s/ Carla L. Anderson By: /s/ Lynn L. Anderson
---------------------- --------------------
Lynn L. Anderson
President
ATTEST: RUSSELL FUND DISTRIBUTORS, INC.
By: /s/ Carla L. Anderson By: /s/ J. David Griswold
-------------------------------- ---------------------
J. David Griswold
Associate General Counsel
and Assistant Secretary
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000826686
<NAME> SSgA FUNDS
<SERIES>
<NUMBER> 1
<NAME> SSgA MONEY MARKET FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-01-1998
<PERIOD-END> FEB-28-1999
<INVESTMENTS-AT-COST> 8877187
<INVESTMENTS-AT-VALUE> 8877187
<RECEIVABLES> 24128
<ASSETS-OTHER> 1456
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 8902772
<PAYABLE-FOR-SECURITIES> 376110
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 33668
<TOTAL-LIABILITIES> 409778
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 8493246
<SHARES-COMMON-STOCK> 8492994
<SHARES-COMMON-PRIOR> 5479243
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (252)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 8492994
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 174748
<OTHER-INCOME> 0
<EXPENSES-NET> 13311
<NET-INVESTMENT-INCOME> 161437
<REALIZED-GAINS-CURRENT> 1666
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 163103
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 161437
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 47898882
<NUMBER-OF-SHARES-REDEEMED> 45018619
<SHARES-REINVESTED> 133739
<NET-CHANGE-IN-ASSETS> 3015668
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (1918)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 8320
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 13311
<AVERAGE-NET-ASSETS> 6710981
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .02
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .02
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .40
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000826686
<NAME> SSgA FUNDS
<SERIES>
<NUMBER> 2
<NAME> SSgA US GOVERNMENT MONEY MARKET FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-01-1998
<PERIOD-END> FEB-28-1999
<INVESTMENTS-AT-COST> 1475917
<INVESTMENTS-AT-VALUE> 1475917
<RECEIVABLES> 4642
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<TOTAL-LIABILITIES> 55642
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1424890
<SHARES-COMMON-STOCK> 1424890
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<ACCUMULATED-NET-GAINS> 27
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<NET-ASSETS> 1424917
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 30934
<OTHER-INCOME> 0
<EXPENSES-NET> 2500
<NET-INVESTMENT-INCOME> 28434
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 28434
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 28434
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<NUMBER-OF-SHARES-SOLD> 5443812
<NUMBER-OF-SHARES-REDEEMED> 4985410
<SHARES-REINVESTED> 20618
<NET-CHANGE-IN-ASSETS> 479020
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 27
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1504
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2500
<AVERAGE-NET-ASSETS> 1212883
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .02
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<PER-SHARE-DIVIDEND> .02
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<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .42
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000826686
<NAME> SSgA FUNDS
<SERIES>
<NUMBER> 4
<NAME> SSgA MATRIX EQUITY FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-01-1998
<PERIOD-END> FEB-28-1999
<INVESTMENTS-AT-COST> 476983
<INVESTMENTS-AT-VALUE> 569212
<RECEIVABLES> 1144
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<OTHER-ITEMS-LIABILITIES> 63501
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<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 459022
<SHARES-COMMON-STOCK> 34280
<SHARES-COMMON-PRIOR> 28389
<ACCUMULATED-NII-CURRENT> 604
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 17727
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 92229
<NET-ASSETS> 569582
<DIVIDEND-INCOME> 3491
<INTEREST-INCOME> 4
<OTHER-INCOME> 0
<EXPENSES-NET> 1964
<NET-INVESTMENT-INCOME> 1531
<REALIZED-GAINS-CURRENT> 17853
<APPREC-INCREASE-CURRENT> 94951
<NET-CHANGE-FROM-OPS> 114335
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1965
<DISTRIBUTIONS-OF-GAINS> 74416
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<NUMBER-OF-SHARES-SOLD> 7560
<NUMBER-OF-SHARES-REDEEMED> 6786
<SHARES-REINVESTED> 5117
<NET-CHANGE-IN-ASSETS> 124505
<ACCUMULATED-NII-PRIOR> 1038
<ACCUMULATED-GAINS-PRIOR> 74290
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1964
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2500
<AVERAGE-NET-ASSETS> 527948
<PER-SHARE-NAV-BEGIN> 15.68
<PER-SHARE-NII> .05
<PER-SHARE-GAIN-APPREC> 3.54
<PER-SHARE-DIVIDEND> .07
<PER-SHARE-DISTRIBUTIONS> 2.58
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.62
<EXPENSE-RATIO> .75
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000826686
<NAME> SSgA FUNDS
<SERIES>
<NUMBER> 5
<NAME> SSgA S&P 500 INDEX FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-01-1998
<PERIOD-END> FEB-28-1999
<INVESTMENTS-AT-COST> 1843410
<INVESTMENTS-AT-VALUE> 2474145
<RECEIVABLES> 10971
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<TOTAL-ASSETS> 2529377
<PAYABLE-FOR-SECURITIES> 35841
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 47251
<TOTAL-LIABILITIES> 83092
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1764849
<SHARES-COMMON-STOCK> 109809
<SHARES-COMMON-PRIOR> 83214
<ACCUMULATED-NII-CURRENT> 6177
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 43412
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 631847
<NET-ASSETS> 2446285
<DIVIDEND-INCOME> 15954
<INTEREST-INCOME> 149
<OTHER-INCOME> 0
<EXPENSES-NET> 1894
<NET-INVESTMENT-INCOME> 14209
<REALIZED-GAINS-CURRENT> 56299
<APPREC-INCREASE-CURRENT> 434981
<NET-CHANGE-FROM-OPS> 505489
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 13923
<DISTRIBUTIONS-OF-GAINS> 211531
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 38857
<NUMBER-OF-SHARES-REDEEMED> 23539
<SHARES-REINVESTED> 11277
<NET-CHANGE-IN-ASSETS> 830372
<ACCUMULATED-NII-PRIOR> 5891
<ACCUMULATED-GAINS-PRIOR> 198644
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1032
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<GROSS-EXPENSE> 2926
<AVERAGE-NET-ASSETS> 2081388
<PER-SHARE-NAV-BEGIN> 19.42
<PER-SHARE-NII> .14
<PER-SHARE-GAIN-APPREC> 5.29
<PER-SHARE-DIVIDEND> .15
<PER-SHARE-DISTRIBUTIONS> 2.42
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 22.28
<EXPENSE-RATIO> .18
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000826686
<NAME> SSgA FUNDS
<SERIES>
<NUMBER> 6
<NAME> SSgA SMALL CAP FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-01-1998
<PERIOD-END> FEB-28-1999
<INVESTMENTS-AT-COST> 434826
<INVESTMENTS-AT-VALUE> 413194
<RECEIVABLES> 1467
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 491638
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 79454
<TOTAL-LIABILITIES> 79454
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 495760
<SHARES-COMMON-STOCK> 24438
<SHARES-COMMON-PRIOR> 21592
<ACCUMULATED-NII-CURRENT> 108
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (62052)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (21632)
<NET-ASSETS> 412184
<DIVIDEND-INCOME> 2686
<INTEREST-INCOME> 27
<OTHER-INCOME> 0
<EXPENSES-NET> 2159
<NET-INVESTMENT-INCOME> 554
<REALIZED-GAINS-CURRENT> (57221)
<APPREC-INCREASE-CURRENT> 73149
<NET-CHANGE-FROM-OPS> 16482
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 492
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 14541
<NUMBER-OF-SHARES-REDEEMED> 11717
<SHARES-REINVESTED> 23
<NET-CHANGE-IN-ASSETS> 67554
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 4807
<OVERDISTRIB-NII-PRIOR> 22
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1526
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2159
<AVERAGE-NET-ASSETS> 410308
<PER-SHARE-NAV-BEGIN> 15.96
<PER-SHARE-NII> .02
<PER-SHARE-GAIN-APPREC> .91
<PER-SHARE-DIVIDEND> .02
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.87
<EXPENSE-RATIO> 1.06
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000826686
<NAME> SSgA FUNDS
<SERIES>
<NUMBER> 7
<NAME> SSgA ACTIVE INTERNATIONAL FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-01-1998
<PERIOD-END> FEB-28-1999
<INVESTMENTS-AT-COST> 89606
<INVESTMENTS-AT-VALUE> 95484
<RECEIVABLES> 499
<ASSETS-OTHER> 46438
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<TOTAL-ASSETS> 142421
<PAYABLE-FOR-SECURITIES> 220
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 45077
<TOTAL-LIABILITIES> 45297
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 98141
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<SHARES-COMMON-PRIOR> 8290
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (1006)
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (6000)
<ACCUM-APPREC-OR-DEPREC> 5989
<NET-ASSETS> 97124
<DIVIDEND-INCOME> 461
<INTEREST-INCOME> 37
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<EXPENSES-NET> 438
<NET-INVESTMENT-INCOME> 60
<REALIZED-GAINS-CURRENT> (2130)
<APPREC-INCREASE-CURRENT> 11076
<NET-CHANGE-FROM-OPS> 9006
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3397
<DISTRIBUTIONS-OF-GAINS> 6000
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<NUMBER-OF-SHARES-SOLD> 5290
<NUMBER-OF-SHARES-REDEEMED> 3717
<SHARES-REINVESTED> 879
<NET-CHANGE-IN-ASSETS> 20559
<ACCUMULATED-NII-PRIOR> 2331
<ACCUMULATED-GAINS-PRIOR> 2130
<OVERDISTRIB-NII-PRIOR> 0
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<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 583
<AVERAGE-NET-ASSETS> 88314
<PER-SHARE-NAV-BEGIN> 9.24
<PER-SHARE-NII> .01
<PER-SHARE-GAIN-APPREC> .87
<PER-SHARE-DIVIDEND> .39
<PER-SHARE-DISTRIBUTIONS> .69
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.04
<EXPENSE-RATIO> 1.00
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000826686
<NAME> SSgA FUNDS
<SERIES>
<NUMBER> 9
<NAME> SSgA BOND MARKET FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-01-1998
<PERIOD-END> FEB-28-1999
<INVESTMENTS-AT-COST> 233477
<INVESTMENTS-AT-VALUE> 231672
<RECEIVABLES> 44914
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 276586
<PAYABLE-FOR-SECURITIES> 74812
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 320
<TOTAL-LIABILITIES> 75132
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 201538
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<SHARES-COMMON-PRIOR> 18374
<ACCUMULATED-NII-CURRENT> 1667
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 54
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (1805)
<NET-ASSETS> 201454
<DIVIDEND-INCOME> 197
<INTEREST-INCOME> 5198
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<EXPENSES-NET> 455
<NET-INVESTMENT-INCOME> 4940
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<APPREC-INCREASE-CURRENT> (4293)
<NET-CHANGE-FROM-OPS> 2472
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<DISTRIBUTIONS-OF-INCOME> 5595
<DISTRIBUTIONS-OF-GAINS> 3346
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<NUMBER-OF-SHARES-SOLD> 8462
<NUMBER-OF-SHARES-REDEEMED> 7281
<SHARES-REINVESTED> 663
<NET-CHANGE-IN-ASSETS> 11303
<ACCUMULATED-NII-PRIOR> 2322
<ACCUMULATED-GAINS-PRIOR> 1575
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<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 274
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 455
<AVERAGE-NET-ASSETS> 184281
<PER-SHARE-NAV-BEGIN> 10.35
<PER-SHARE-NII> .27
<PER-SHARE-GAIN-APPREC> (.13)
<PER-SHARE-DIVIDEND> .33
<PER-SHARE-DISTRIBUTIONS> .20
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.96
<EXPENSE-RATIO> .50
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000826686
<NAME> SSgA FUNDS
<SERIES>
<NUMBER> 10
<NAME> SSgA YIELD PLUS FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-01-1998
<PERIOD-END> FEB-28-1999
<INVESTMENTS-AT-COST> 636721
<INVESTMENTS-AT-VALUE> 632506
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<TOTAL-ASSETS> 639147
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<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 809
<TOTAL-LIABILITIES> 5794
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<PAID-IN-CAPITAL-COMMON> 640200
<SHARES-COMMON-STOCK> 63925
<SHARES-COMMON-PRIOR> 67432
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (71)
<ACCUMULATED-NET-GAINS> (2332)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (4444)
<NET-ASSETS> 633353
<DIVIDEND-INCOME> 407
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<OTHER-INCOME> 0
<EXPENSES-NET> 1503
<NET-INVESTMENT-INCOME> 19718
<REALIZED-GAINS-CURRENT> (426)
<APPREC-INCREASE-CURRENT> (3224)
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<DISTRIBUTIONS-OF-INCOME> 19714
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<NUMBER-OF-SHARES-SOLD> 62551
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<NET-CHANGE-IN-ASSETS> (39112)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (1906)
<OVERDISTRIB-NII-PRIOR> (75)
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<GROSS-ADVISORY-FEES> 904
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<GROSS-EXPENSE> 1503
<AVERAGE-NET-ASSETS> 729097
<PER-SHARE-NAV-BEGIN> 9.97
<PER-SHARE-NII> .27
<PER-SHARE-GAIN-APPREC> (.06)
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<PER-SHARE-NAV-END> 9.91
<EXPENSE-RATIO> .42
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000826686
<NAME> SSgA FUNDS
<SERIES>
<NUMBER> 11
<NAME> SSgA US TREASURY MONEY MARKET FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-01-1998
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<TOTAL-LIABILITIES> 202664
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1076520
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<SHARES-COMMON-PRIOR> 1000376
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<ACCUMULATED-NET-GAINS> 2
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<NET-ASSETS> 1076522
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<EXPENSES-NET> 1046
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<NUMBER-OF-SHARES-SOLD> 4555706
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<NET-CHANGE-IN-ASSETS> 76155
<ACCUMULATED-NII-PRIOR> 0
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<AVERAGE-NET-ASSETS> 1054374
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<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .20
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000826686
<NAME> SSgA FUNDS
<SERIES>
<NUMBER> 13
<NAME> SSgA GROWTH AND INCOME FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-01-1998
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<PAID-IN-CAPITAL-COMMON> 169548
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<ACCUMULATED-NII-CURRENT> 213
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<ACCUMULATED-NET-GAINS> 4448
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<ACCUM-APPREC-OR-DEPREC> 49468
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<DIVIDEND-INCOME> 1250
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<NET-INVESTMENT-INCOME> 402
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<ACCUMULATED-GAINS-PRIOR> 16225
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<GROSS-ADVISORY-FEES> 718
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<PER-SHARE-NAV-BEGIN> 18.10
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<PER-SHARE-GAIN-APPREC> 5.57
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<PER-SHARE-NAV-END> 21.27
<EXPENSE-RATIO> 1.01
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000826686
<NAME> SSgA FUNDS
<SERIES>
<NUMBER> 14
<NAME> SSgA INTERMEDIATE FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-01-1998
<PERIOD-END> FEB-28-1999
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<INVESTMENTS-AT-VALUE> 85359
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<PAID-IN-CAPITAL-COMMON> 80110
<SHARES-COMMON-STOCK> 8281
<SHARES-COMMON-PRIOR> 7639
<ACCUMULATED-NII-CURRENT> 550
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 518
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (708)
<NET-ASSETS> 80470
<DIVIDEND-INCOME> 88
<INTEREST-INCOME> 1986
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<EXPENSES-NET> 225
<NET-INVESTMENT-INCOME> 1849
<REALIZED-GAINS-CURRENT> 1025
<APPREC-INCREASE-CURRENT> (1767)
<NET-CHANGE-FROM-OPS> 1107
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<DISTRIBUTIONS-OF-INCOME> 2291
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<SHARES-REINVESTED> 308
<NET-CHANGE-IN-ASSETS> 3779
<ACCUMULATED-NII-PRIOR> 992
<ACCUMULATED-GAINS-PRIOR> 656
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 300
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<GROSS-EXPENSE> 419
<AVERAGE-NET-ASSETS> 75651
<PER-SHARE-NAV-BEGIN> 10.04
<PER-SHARE-NII> .24
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<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.72
<EXPENSE-RATIO> .60
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000826686
<NAME> SSgA FUNDS
<SERIES>
<NUMBER> 15
<NAME> SSgA PRIME MONEY MARKET FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-01-1998
<PERIOD-END> FEB-28-1999
<INVESTMENTS-AT-COST> 3061804
<INVESTMENTS-AT-VALUE> 3061804
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<TOTAL-ASSETS> 3077586
<PAYABLE-FOR-SECURITIES> 29496
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<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3035983
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<SHARES-COMMON-PRIOR> 2125039
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 30
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 3036013
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 70291
<OTHER-INCOME> 0
<EXPENSES-NET> 2662
<NET-INVESTMENT-INCOME> 67629
<REALIZED-GAINS-CURRENT> 37
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 67666
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<DISTRIBUTIONS-OF-INCOME> 67629
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<NUMBER-OF-SHARES-SOLD> 23605311
<NUMBER-OF-SHARES-REDEEMED> 22752793
<SHARES-REINVESTED> 58438
<NET-CHANGE-IN-ASSETS> 910993
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (7)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1997
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<GROSS-EXPENSE> 3827
<AVERAGE-NET-ASSETS> 2684560
<PER-SHARE-NAV-BEGIN> 1.00
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<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .20
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000826686
<NAME> SSgA FUNDS
<SERIES>
<NUMBER> 16
<NAME> SSgA EMERGING MARKETS FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-01-1998
<PERIOD-END> FEB-28-1999
<INVESTMENTS-AT-COST> 298987
<INVESTMENTS-AT-VALUE> 229892
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<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 35670
<TOTAL-LIABILITIES> 39220
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 336547
<SHARES-COMMON-STOCK> 31368
<SHARES-COMMON-PRIOR> 31664
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (4917)
<ACCUMULATED-NET-GAINS> (20407)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (68905)
<NET-ASSETS> 242318
<DIVIDEND-INCOME> 3344
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<OTHER-INCOME> 0
<EXPENSES-NET> 1458
<NET-INVESTMENT-INCOME> 2391
<REALIZED-GAINS-CURRENT> (3661)
<APPREC-INCREASE-CURRENT> 46982
<NET-CHANGE-FROM-OPS> 45712
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<DISTRIBUTIONS-OF-INCOME> 3631
<DISTRIBUTIONS-OF-GAINS> 4589
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<NUMBER-OF-SHARES-SOLD> 13193
<NUMBER-OF-SHARES-REDEEMED> 14481
<SHARES-REINVESTED> 993
<NET-CHANGE-IN-ASSETS> 35948
<ACCUMULATED-NII-PRIOR> 912
<ACCUMULATED-GAINS-PRIOR> (16746)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 875
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<GROSS-EXPENSE> 1546
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<PER-SHARE-NAV-BEGIN> 6.52
<PER-SHARE-NII> .08
<PER-SHARE-GAIN-APPREC> 1.39
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<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 7.72
<EXPENSE-RATIO> 1.25
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000826686
<NAME> SSgA FUNDS
<SERIES>
<NUMBER> 17
<NAME> SSgA TAX FREE MONEY MARKET FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-01-1998
<PERIOD-END> FEB-28-1999
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<INVESTMENTS-AT-VALUE> 301618
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<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 716
<TOTAL-LIABILITIES> 716
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 302816
<SHARES-COMMON-STOCK> 302820
<SHARES-COMMON-PRIOR> 260116
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 26
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 302842
<DIVIDEND-INCOME> 0
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<EXPENSES-NET> 772
<NET-INVESTMENT-INCOME> 3815
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<NET-CHANGE-FROM-OPS> 3869
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<NUMBER-OF-SHARES-SOLD> 410262
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<SHARES-REINVESTED> 2494
<NET-CHANGE-IN-ASSETS> 42758
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (28)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
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<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 772
<AVERAGE-NET-ASSETS> 285694
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .01
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .01
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .54
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000826686
<NAME> SSgA FUNDS
<SERIES>
<NUMBER> 18
<NAME> SSgA REAL ESTATE EQUITY FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-01-1998
<PERIOD-END> FEB-28-1999
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<TOTAL-LIABILITIES> 4692
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<PAID-IN-CAPITAL-COMMON> 40621
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<ACCUMULATED-NII-CURRENT> 126
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2454)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (2488)
<NET-ASSETS> 35805
<DIVIDEND-INCOME> 1052
<INTEREST-INCOME> 5
<OTHER-INCOME> 0
<EXPENSES-NET> 142
<NET-INVESTMENT-INCOME> 915
<REALIZED-GAINS-CURRENT> (2402)
<APPREC-INCREASE-CURRENT> 1658
<NET-CHANGE-FROM-OPS> 171
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<NUMBER-OF-SHARES-SOLD> 2438
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<SHARES-REINVESTED> 67
<NET-CHANGE-IN-ASSETS> 17347
<ACCUMULATED-NII-PRIOR> 266
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> (52)
<OVERDIST-NET-GAINS-PRIOR> 0
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<GROSS-EXPENSE> 155
<AVERAGE-NET-ASSETS> 28721
<PER-SHARE-NAV-BEGIN> 8.17
<PER-SHARE-NII> .25
<PER-SHARE-GAIN-APPREC> (.20)
<PER-SHARE-DIVIDEND> .32
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 7.90
<EXPENSE-RATIO> 1.00
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000826686
<NAME> SSgA FUNDS
<SERIES>
<NUMBER> 19
<NAME> SSgA LIFE SOLUTIONS BALANCED FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-01-1998
<PERIOD-END> FEB-28-1999
<INVESTMENTS-AT-COST> 103156
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<TOTAL-ASSETS> 101966
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<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 306
<TOTAL-LIABILITIES> 306
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 104222
<SHARES-COMMON-STOCK> 7734
<SHARES-COMMON-PRIOR> 7010
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (1185)
<ACCUMULATED-NET-GAINS> 25
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (1402)
<NET-ASSETS> 101660
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 2052
<EXPENSES-NET> 132
<NET-INVESTMENT-INCOME> 1920
<REALIZED-GAINS-CURRENT> 5008
<APPREC-INCREASE-CURRENT> 4020
<NET-CHANGE-FROM-OPS> 10948
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4311
<DISTRIBUTIONS-OF-GAINS> 5336
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<NUMBER-OF-SHARES-SOLD> 592
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<SHARES-REINVESTED> 737
<NET-CHANGE-IN-ASSETS> 10856
<ACCUMULATED-NII-PRIOR> 1206
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 353
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 132
<AVERAGE-NET-ASSETS> 97448
<PER-SHARE-NAV-BEGIN> 12.95
<PER-SHARE-NII> .26
<PER-SHARE-GAIN-APPREC> 1.30
<PER-SHARE-DIVIDEND> .61
<PER-SHARE-DISTRIBUTIONS> .76
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.14
<EXPENSE-RATIO> .27
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000826686
<NAME> SSgA FUNDS
<SERIES>
<NUMBER> 20
<NAME> SSgA LIFE SOLUTIONS GROWTH FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-01-1998
<PERIOD-END> FEB-28-1999
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<OTHER-ITEMS-ASSETS> 123
<TOTAL-ASSETS> 65391
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<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 214
<TOTAL-LIABILITIES> 214
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 68081
<SHARES-COMMON-STOCK> 4784
<SHARES-COMMON-PRIOR> 4103
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<OVERDISTRIBUTION-NII> (950)
<ACCUMULATED-NET-GAINS> 434
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (2388)
<NET-ASSETS> 65177
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 1028
<EXPENSES-NET> 116
<NET-INVESTMENT-INCOME> 912
<REALIZED-GAINS-CURRENT> 4302
<APPREC-INCREASE-CURRENT> 3517
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<NET-CHANGE-IN-ASSETS> 9281
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<GROSS-EXPENSE> 116
<AVERAGE-NET-ASSETS> 60667
<PER-SHARE-NAV-BEGIN> 13.02
<PER-SHARE-NII> .20
<PER-SHARE-GAIN-APPREC> 1.87
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<PER-SHARE-NAV-END> 13.62
<EXPENSE-RATIO> .38
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000826686
<NAME> SSgA FUNDS
<SERIES>
<NUMBER> 21
<NAME> SSgA LIFE SOLUTIONS INCOME AND GROWTH FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-01-1998
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<TOTAL-LIABILITIES> 463
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<PAID-IN-CAPITAL-COMMON> 29657
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<OVERDISTRIBUTION-NII> (200)
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<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (433)
<NET-ASSETS> 29181
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<GROSS-EXPENSE> 67
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<PER-SHARE-NAV-BEGIN> 12.65
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<PER-SHARE-NAV-END> 12.59
<EXPENSE-RATIO> .45
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000826686
<NAME> SSgA FUNDS
<SERIES>
<NUMBER> 22
<NAME> SSgA INTERNATIONAL GROWTH OPPORTUNITIES FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-START> SEP-01-1999
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<PAID-IN-CAPITAL-COMMON> 39017
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<OVERDISTRIBUTION-NII> (40)
<ACCUMULATED-NET-GAINS> (934)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (599)
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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