SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
SSgA FUNDS
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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SSgA FUNDS
Two International Place
Boston, Massachusetts 02110
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF THE SSgA TUCKERMAN ACTIVE REIT FUND
To be held on September 20, 1999
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To the Shareholders of the SSgA
Tuckerman Active REIT Fund:
Notice is hereby given that a Special Meeting of Shareholders of the SSgA
Tuckerman Active REIT Fund (the "Fund"), a series of SSgA Funds, will be held at
the offices of Frank Russell Investment Management Company, 909 A Street,
Tacoma, Washington, on Monday, September 20, 1999, at 11:30 a.m., local time, to
consider a proposal to reclassify the Fund as a non-diversified investment
company and to eliminate a fundamental Fund investment restriction regarding
diversification.
Shareholders may also consider and act upon such other matters as may properly
come before the Meeting or any adjournments thereof. The proposal is discussed
in greater detail in the accompanying proxy statement.
The close of business on August 9, 1999, has been fixed as the record date for
the determination of shareholders entitled to notice of and to vote at the
Meeting and any adjournments thereof.
By Order of the Trustees,
J. David Griswold
Vice President and Secretary
Date August 20, 1999
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It is important that your shares be represented at the meeting! Whether or not
you expect to be present at the meeting, please complete and sign the enclosed
proxy card and return it promptly in the enclosed envelope, which needs no
postage if mailed in the United States. If you desire to vote in person you may
revoke your proxy prior to the meeting.
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SSgA FUNDS
Two International Place
Boston, Massachusetts 02110
PROXY STATEMENT
FOR
SPECIAL MEETING OF SHAREHOLDERS OF
THE SSgA TUCKERMAN ACTIVE REIT FUND
To Be Held on September 20, 1999
VOTING, REVOCATION AND SOLICITATION OF PROXIES
Special Meeting
This proxy statement is being furnished to the shareholders of the SSgA
Tuckerman Active REIT Fund (the "Fund"), a series of SSgA Funds, a Massachusetts
business trust (the "Trust"), in connection with the solicitation of proxies by
and on behalf of the Trust's Board of Trustees for use at a Special Meeting of
Shareholders of the Fund (the "Meeting") to be held at the office of Frank
Russell Investment Management Company, 909 A Street, Tacoma, Washington 98402,
on September 20, 1999, at 11:30 a.m., local time, and any adjournments thereof.
This proxy statement is first being mailed to shareholders on or about August
20, 1999.
The Fund's annual report is not being provided with this proxy statement.
However, the Fund will furnish, without charge, a copy of the annual report and
the most recent semi-annual report to you upon request by calling Russell Fund
Distributors, Inc., the Fund's Distributor, at (800) 647-7327.
Record Date
The Board of Trustees of the Trust has fixed the close of business on August 9,
1999 as the record date (the "Record Date") for the determination of
shareholders of the Fund entitled to notice of and to vote at the Meeting and
any adjournments thereof. Only holders of record of shares of the Fund at the
close of business on the Record Date are entitled to notice of, and to vote at,
the Meeting and at any adjournments thereof. At the close of business on the
Record Date, there were 5,564,208.244 shares of the Fund issued and outstanding
and entitled to vote at the Meeting.
The holder of each full share of beneficial interest of the Fund outstanding as
of the close of business on the Record Date is entitled to one vote for each
share held of record upon each matter properly submitted to the Meeting or any
adjournments thereof for vote by shareholders of the Fund, with a proportionate
vote for each fractional share.
Proxies
Shareholders of the Fund are requested to complete, date, sign and promptly
return in the enclosed envelope the accompanying form of proxy. If the enclosed
proxy is properly executed and returned in time to be voted at the Meeting, the
shares represented thereby will be voted in accordance with the instructions
marked on the proxy unless such proxy has previously been revoked. Unless
instructions to the contrary are marked on the proxy, the proxy will be voted
FOR the proposal described in this proxy statement and in the discretion of the
persons named as proxies in connection with any other matter that may properly
come before the Meeting or any adjournments thereof. The Board of Trustees does
not know of any matter to be considered at the Meeting other than the matters
referred to in the Notice of Special Meeting accompanying this proxy statement.
Any shareholder who has given a proxy has the right to revoke it at any time
prior to its exercise by attending the Meeting and voting his or her shares in
person or by submitting, prior to the date of the Meeting, a written notice of
revocation or a subsequently dated proxy to the following: SSgA Tuckerman Active
REIT Fund, 909 A Street, Tacoma, Washington 98402, Attention: Legal Department.
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In the event a quorum is not present at the Meeting or sufficient votes to
approve the proposal are not received, the persons named as proxies may propose
one or more adjournments of such Meeting to permit further solicitation of
proxies. A shareholder vote may be taken on any other matter to properly come
before the Meeting prior to such adjournment if sufficient votes to approve such
matters have been received and such vote is otherwise appropriate. Any
adjournment of the Meeting will require the affirmative vote of a majority of
those shares present at the Meeting or represented by proxy and voting.
Abstentions and broker "non-votes" (i.e., proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other person entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have discretionary power) will
be counted as shares that are present for purposes of determining the presence
of a quorum and will have the effect of a vote against the proposal set forth in
this proxy statement.
Solicitation of Proxies
In addition to the solicitation of proxies by mail, officers of the Trust,
officers and regular employees of State Street Bank and Trust Company (the
"Advisor"), the Fund's investment advisor, Frank Russell Investment Management
Company, the Fund's administrator, and Russell Fund Distributors, Inc., the
Fund's distributor, may also solicit proxies by telephone or telegraph or in
person. The Trust may also retain a proxy solicitation firm to assist in the
solicitation of proxies. The cost of retaining such a firm would depend upon the
amount and types of services rendered. The Trust does not anticipate that it
will retain such a firm in connection with the proxy solicitation for the
Meeting. The costs of solicitation and expenses incurred in connection with
preparing this proxy statement and its enclosures, including any cost of
retaining a proxy solicitation firm, will be borne by the Fund. The Fund will
reimburse firms and others for their expenses in forwarding solicitation
materials to the beneficial owners of shares of the Fund.
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PROPOSAL
APPROVAL OF RECLASSIFICATION OF THE FUND
AS A NON-DIVERSIFIED INVESTMENT COMPANY AND
ELIMINATION OF THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION REGARDING DIVERSIFICATION
The Investment Company Act of 1940 (the "1940 Act") requires every registered
management investment company to elect to be classified as either "diversified"
or "non-diversified". An investment company that is diversified must comply with
the following limitation (the "1940 Act Diversification Limitation") and may not
change its classification to non-diversified without shareholder approval:
At least 75% of the value of the investment company's total assets must be
represented by cash and cash items, U.S. government securities, securities
of other investment companies and other securities limited in respect of
any one issuer of an amount not greater in value than 5% of the value of
the total assets of the investment company and to not more than 10% of the
outstanding voting securities of such issuer.
Currently, the Fund is classified as diversified. Consistent with the Fund's
classification as diversified, the Fund has also adopted the following
investment limitation, which may not be changed without shareholder approval
(the "Fund Diversification Limitation", and together with the 1940 Act
Diversification Limitation, the "Diversification Limitations"):
With respect to 75% of its total assets, the Fund may not 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.
The Trustees have approved and are asking shareholders to approve the Fund's
reclassification as a non-diversified company and the elimination of the Fund
Diversification Limitation. If shareholders approve the proposal, the Fund will
no longer be subject to the Diversification Limitations, which is expected to
provide the Advisor with greater flexibility to (a) match the security
weightings of the index currently selected as a benchmark for Fund performance
by the Fund's Trustees, which weightings will be rebalanced periodically as
appropriate to match the index weightings, and (b) take advantage of investment
opportunities presented by the securities of a single issuer.
The Fund's investment objective is to provide income and capital growth by
investing primarily in publicly traded securities of real estate companies. The
Advisor attempts to meet the Fund's objective through the active selection of
REIT securities, across different types and regions. In evaluating the Advisor's
efforts, the Trustees have currently chosen to measure Fund performance against
the Wilshire REIT Index (the "Index"). The Index is a market capitalization
weighted index of publicly traded Real Estate Investment Trusts (REITs). The
Index is comprised of companies whose charter is the equity ownership and
operation of commercial real estate. The index is rebalanced monthly and returns
are calculated on a buy and hold basis. The index has been constructed to avoid
survivor bias. As a consequence, the Advisor ordinarily chooses to weight the
Fund's portfolio in various issuers in a manner similar to the Index's relative
weighting. The Advisor has indicated that, under current market conditions, the
limited number of eligible securities and the relative weightings observed by
the Index may prevent the Fund from both (a) complying with the Diversification
Limitations and (b) tracking Index weightings.
If shareholders approval the proposal, the Fund will be able to make larger
investments in individual issuers than would otherwise be permissible under the
Diversification Limitations. To the extent the Fund chooses to give greater
weight to securities of any single issuer, developments affecting that issuer
are likely to have a greater impact on the Fund's share price. Similarly, to the
extent the Fund
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chooses to invest in fewer issuers, the Fund's ability to achieve its investment
objective will depend on investment performance of a relatively smaller group of
issuers.
Should shareholders approve the proposal, the Trustees intend to adopt the
following nonfundamental restriction:
[The Fund will not] purchase the securities of any issuer if, as a result
of such purchase, the value of the securities of any five issuers held by the
Fund would exceed 40% of the Fund's total assets.
This non-fundamental restriction may be changed by the Trustees
without shareholder approval. The Fund also will continue to be subject to the
diversification tests related to its tax status as a regulated investment
company under the Internal Revenue Code. These tests require, in substance, that
on the last day of each quarter of the Fund's taxable year (a) no single
issuer's securities exceed 25% of the value of the Fund's assets and (b) with
respect to 50% of its total assets, no single issuer's securities exceed 5% of
the total value of the Fund's assets. Compliance with these tax related
diversification requirements may hamper the Fund's ability to track Index
weightings.
Conclusion. The Board of Trustees has concluded that the Fund's reclassification
as a non-diversified company, elimination of the Fund Diversification Limitation
and adoption of the proposed non-fundamental restriction is in the best
interests of the Fund and its shareholders. If the proposal is approved,
shareholders will receive notice of the implementation of the revised
diversification restriction which is currently anticipated to take effect with
the Fund's annual update of its prospectus and statement of additional
information currently scheduled for year-end 1999. If shareholders do not
approve the proposal, the Fund will remain a diversified company and will
continue to observe the Diversification Limitations.
THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE FOR THE PROPOSAL.
Required Vote
To be approved, the Proposal must receive the affirmative vote of "a majority of
the outstanding voting securities" of the Fund, as defined in the 1940 Act.
Under the 1940 Act, a vote of a majority of the outstanding voting securities of
the Fund means the lesser of: (1) more than 50% of the outstanding shares of the
Fund; or (2) 67% or more of the shares of the Fund represented at the Meeting if
more than 50% of the outstanding shares of the Fund are present at the Meeting
or represented by proxy.
ADDITIONAL INFORMATION
As of August 9, 1999, the officers and Trustees of the Trust as a group
beneficially owned less than 1% of the shares of the Fund outstanding on such
date. As of July 15, 1999, the following shareholders were known to the Trust to
be the beneficial owner of more than five percent of the issued and outstanding
shares of the Fund: State Street Bank and Trust Company TTEE for Iceship & Co.
- --28.98% (1,612,774.9430 shares); and
State Street Bank and Trust Company TTEE for Dartmouth College--11.50%
(639,897.3890 shares).
NO ANNUAL MEETINGS OF SHAREHOLDERS
Under the Trust's First Amended and Restated Master Trust Agreement, as amended
(the "Master Trust Agreement"), no annual or special meetings of shareholders
are required. Therefore, there will ordinarily be no shareholder meetings unless
required by the 1940 Act. Shareholders wishing to submit proposals for inclusion
in a proxy statement for a subsequent shareholder meeting should send their
written proposals to the Secretary of the Trust, 909 A Street, Tacoma,
Washington 98402. Shareholder proposals should be received in a reasonable time
before the solicitation is made.
Under the Master Trust Agreement, any Trustee may be removed with or without
cause at any time: (i) by written instrument signed by at least two-thirds of
the number of Trustees in office immediately prior to such removal, specifying
the date upon which such removal shall become effective; or (ii) by vote of
shareholders holding not less than two-thirds of the shares then outstanding,
cast in person or
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by proxy at any meeting called for the purpose; or (iii) by a written
declaration signed by shareholders holding not less than two-thirds of the
shares then outstanding, filed with the Trust's custodian. Holders of 10% or
more of the outstanding shares of the Trust can require Trustees to call a
meeting of shareholders for purposes of voting on the removal of one or more
Trustees.
In addition, if 10 or more shareholders who have been shareholders for at least
six months and who hold in the aggregate either shares with a net asset value of
at least $25,000 or at least 1% of the outstanding shares of the Trust,
whichever is less, inform the Trustees in writing that they wish to communicate
with other shareholders, the Trustees will either give such shareholders access
to the shareholder list or offer to forward materials to shareholders on their
behalf at a stated cost. If the Trustees object to mailing such materials, they
must inform the Securities and Exchange Commission and thereafter comply with
any order entered by the Commission and the requirements of the 1940 Act and the
Securities Exchange Act of 1934.
OTHER MATTERS TO COME BEFORE THE MEETING
The Trustees do not intend to present any other business at the Meeting, nor are
they aware that any shareholder intends to do so. If, however, any other matters
are properly brought before the Meeting, the persons named in the accompanying
proxy will vote thereon in accordance with their best judgment.
It is important that proxies be returned promptly. Therefore, shareholders who
do not expect to attend the meeting in person are urged to complete, sign and
return the proxy card in the enclosed envelope as soon as possible.
By Order of the Trustees,
J. David Griswold
Secretary
Date: August 20, 1999
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SSgA TUCKERMAN ACTIVE REIT FUND
A SERIES OF SSgA FUNDS
Two International Place
Boston, Massachusetts 02110
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Mark E. Swanson and J. David Griswold, and each
and either one of them, proxies with full power of substitution, and authorizes
each of them to represent and vote all shares of the SSgA Tuckerman Active REIT
Fund (the "Fund"), a series of SSgA Funds, which the undersigned would be
entitled to vote if personally present at the Special Meeting of Shareholders of
the Fund to be held at the office of Frank Russell Investment Management
Company, 909 A Street, Tacoma, Washington 98402 on September 20, 1999, at 11:30
a.m. local time, and at any adjournments thereof.
The Board of Trustees recommends a vote FOR the following proposal:
That the Fund be reclassified as a non-diversified investment company and
the following fundamental restriction regarding diversification be
eliminated:
"With respect to 75% of its total assets, the Fund may not 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."
When properly executed, this proxy will be voted in the manner directed herein
by the undersigned shareholder(s). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR THE ABOVE PROPOSAL. This proxy will be voted in the discretion of the
persons named as proxies above as to any other matters that may properly come
before the meeting or any adjournments thereof. A shareholder wishing to vote in
accordance with the Board of Trustees' recommendations need only sign and date
this proxy and return it in the enclosed envelope.
PLEASE RETURN BOTTOM PORTION WITH YOUR VOTE IN THE ENCLOSED ENVELOPE AND RETAIN
THE TOP PORTION. Please separate and place the bottom portion of the proxy in
the enclosed return envelope. Place the proxy so that the return address,
located on the reverse side of the proxy, appears through the window of the
envelope.
SSgA Tuckerman Active REIT Fund
Record Date Shares
PROXY VOTING MAIL-IN STUB
PROPOSAL 1
FOR AGAINST
ABSTAIN
Dated: _________________, 1999
_______________________________
_______________________________
Signature(s) of Shareholder(s)
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