UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
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| ☐ | Definitive Additional Materials | |
| ☐ | Soliciting Material Pursuant to§240.14a-12 | |
State Street Institutional Funds
State Street Variable Insurance Series Funds, Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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STATE STREET INSTITUTIONAL FUNDS
STATE STREET VARIABLE INSURANCE SERIES FUNDS, INC.
One Iron Street
Boston, Massachusetts 02210
1-800-242-0134
November 19, 2018August 4, 2021
Dear Shareholder or Contract Owner,
You are cordially invited to attend a combined special meeting (“Special Meeting”) of the shareholders of State Street Institutional Premier Growth Equity Fund (the “Institutional Premier Growth Equity Fund”), a series of State Street Institutional Funds (the “Trust”) and State Street Premier Growth Equity V.I.S. Fund (the “Premier Growth Equity V.I.S. Fund” and, together with the Institutional Premier Growth Equity Fund, each, a “Fund” and collectively the “Funds”), a series of State Street Variable Insurance Series Funds, Inc. (each, a(the “Company” and together the “Companies”), to be held at 11:2:00 a.m.p.m., local time, on January 10, 2019September 29, 2021 at the offices of SSGA Funds Management, Inc. (“SSGA FM”), One LincolnIron Street, Boston, Massachusetts 02111.02210 and any postponement(s) or adjournment(s) thereof.
At the Special Meeting, shareholders of each Fund are being asked to vote for the electionapproval of board members of your Company. Election of alla change in the sub-classification of the nominees will haveFund from “diversified” to “non-diversified” and the effectelimination of bringing the membershipa related fundamental investment restriction for purposes of Section 5(b) of the boardsInvestment Company Act of trustees of many of the mutual funds managed by SSGA FM into greater alignment and is expected to enhance efficiency and provide cost savings and greater consistency in the operations and management among and between the investment companies managed by SSGA FM.1940, as amended (the “1940 Act”) (the “Proposal”). The Board of Trustees of yourthe Trust and the Board of Directors of the Company unanimously recommends for each Company it oversees that you vote “FOR” each of the nominees included in the proposal.Proposal.
If you are a contract owner of a variable annuity contract or variable life insurance contract investing in shares of one or more of the constituent funds of State Street Variable Insurance Series Funds, Inc.,Premier Growth Equity V.I.S. Fund, please be aware that your insurance company holds these shares on your behalf. Although you are not a shareholder of these funds,this Fund, you have the right to instruct your insurance company on how to vote fund shares corresponding to your investment through your variable contract.
Shareholders may also be asked to transact such other business, not currently contemplated, that may properly come before the Special Meeting or any adjournment(s) or postponement(s) thereof, in the discretion of the proxies or their substitutes.
All shareholders are invited to attend the Special Meeting in person. You can access proxy materials and vote at www.proxyvote.com. Details regarding the matters to be acted upon at this Special Meeting are described in the enclosed Proxy Statement. Formal notice of the Special Meeting is enclosed, followed by the Proxy Statement.
To vote at the Special Meeting, please visit www.proxyvote.com
Your vote is important regardless of the number of shares you own. To avoid the added cost offollow-up solicitations and possible adjournments, please read the Proxy Statement and cast your vote via the Internet or telephone by following
the instructions in the Proxy Statement and at www.proxyvote.com, or you may vote by signing, voting and returning your proxy ballot in the envelope provided. Your prompt vote via Internet, telephone or execution and return of the enclosed proxy card or voting instruction form,card, as applicable, is requested.
If you attend the Special Meeting, you may vote in person even if you have previously returned your proxy ballot or have voted via the Internet or by telephone. Please review the instructions for each voting option described in the Proxy Statement. Your prompt cooperation will be greatly appreciated.
We appreciate your participation and prompt response in this matter and thank you for your continued support.
Sincerely,
Jeanne
Ellen M. La PortaNeedham
President, State Street Institutional Funds and
State Street Variable Insurance Series Funds, Inc.
Important Information to Help You Understand and Provide Voting Instructions on the Proposal
The following Q&A is provided to assist you in understanding the proposal.Proposal. The proposalProposal is described in greater detail in the enclosed proxy statement. Please read the full text of the proxy statement. Your voting instructions are important.
Why am I receiving this proxy statement?
You are receiving these proxy materials — which include the proxy statement and your proxy card or voting instruction form,card, as applicable — because you have the right to vote (or instruct your insurance company on how to vote) on an important proposal concerning one or both of State Street Institutional FundsPremier Growth Equity Fund and State Street Variable Insurance Series Funds, Inc. (each, a “Company” and together the “Companies”).Premier Growth Equity V.I.S. Fund. The proposalProposal is described below.
Throughout this proxy statement, unless the proxy statement or context indicates otherwise, the terms “Company” or “Companies” include State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc.; the terms “Fund” or “Funds” include the constituent funds or series of each of State Street Institutional FundsPremier Growth Equity Fund and State Street Variable Insurance Series Funds, Inc.;Premier Growth Equity V.I.S. Fund; the terms “Board” or “Board of Trustees” include the Board of Trustees of the Trust or Board of Directors as applicable, of each of the Companies;Company, as applicable, and the terms “Trustee” or “Trustees” include the Trustees or Directors, as applicable, of each of the Companies.Trust or the Directors of the Company, as applicable.
What are shareholders (and variable contract owners) being asked to do?
Shareholders (and variable contract holders) are being asked to elect Trustees of the Companies in order to consolidate oversight of the Funds by bringing the membership of the Boards of Trustees of the Companies and boards of other registered investment companies advised by SSGA Funds Management, Inc. (“SSGA FM”) into greater alignment with one another. This will result in each of the Funds being largely overseen by the same group of Trustees. All but one of the nominees currently serve on boards of other registered investment companies advised by SSGA FM, and the one nominee who is not already on a Board is currently the President of several of the these registered investment companies. Upon election, all of the nominees would serve on the applicable Board(s) with other existing Trustees who have previously been elected by shareholders of the applicable Company.
What proposal am I being asked to vote on?
Depending on whether you have an interest in one or both of the Companies,Funds, you may be asked to vote (or provide voting instructions) on the following proposal for one or both of the Companies:Funds:
To electShareholders (and variable contract holders) are being asked to approve the following six (6) nomineesproposed change in the sub-classification of each Fund from “diversified” to “non-diversified,” as Trusteessuch terms are defined in Section 5(b) of State Street Institutional Fundsthe 1940 Act and State Street Variable Insurance Series Funds, Inc.: Michael F. Holland, Michael A. Jessee, Ellen M. Needham, Patrick J. Riley, Richard D. Shirk, and Rina K. Spence.the elimination of a related fundamental investment restriction.
Why does my Company’sthe Board recommend this proposal?
The Board of Trustees of each Company has separately determined that it is in the best interests of each Fund to approve the reclassification from “diversified” to “non-diversified” and elimination of a related fundamental investment restriction to provide the Funds’ investment adviser, SSGA FM, with enhanced flexibility to invest a greater portion of each Fund’s assets in one or more issuers. The change will provide each Fund with the applicable Companyopportunity to consolidate oversightseek to benefit from SSGA FM’s investment thesis in respect of those companies in which SSGA FM has the highest conviction by permitting it to invest a larger portion of the Funds and other registered investment companies advised by SSGA FM by bringing the membershipFund’s portfolio in securities of the Boards of Trustees of the Companies and such other funds into greater alignment with one another. Your Company’s Board believes that a consolidated board structure will benefit each Fund by, among other things, promoting: (i) transparency and effective communications among the trustees of the Companies and other funds, consistent with preserving the quality of the decision-making by the Trustees, (ii) enhanced effectiveness of board oversight of the Funds, their management and other service providers and (iii) a more efficient and effective use of resources by management. Additionally, each Company’s Board believes that the Company would benefit from the diversity of background and experience of the nominees.fewer individual issuers.
How does the Board recommend that I vote?
The Board of each of the Companies unanimously recommends that shareholders vote FOR the election of all nominees.Proposal.
Will a majority of the Trustees be independent of SSGA FM?
Yes, if all of the nominees are elected, the majority of the Trustees of each Company will be independent of SSGA FM.
How do I provide voting instructions?
By telephone: Call the toll-free number printed on your proxy card(s) or voting instruction form,card, as applicable, and follow the recorded instructions.
On-line:Visit www.proxyvote.com and follow theon-line instructions.
By mail: Complete and sign the enclosed proxy card(s) or voting instruction form,card, as applicable, and mail it (them) in the enclosed postage-paid return envelope.
Each Board of Trustees and the management of the CompaniesFunds’ believe that the proposal is in the best interests of each of the Companies.Funds.
Important Information Regarding Meeting Attendance
Due to health and safety considerations related to COVID-19, the number of shareholders who may attend the meeting in person may be limited and in-person attendance will require compliance with any then-applicable governmental requirements or recommendations or facility requirements. These requirements may include the use of face coverings, proof of vaccination or a negative COVID-19 test result, and maintaining appropriate social distancing. In light of public health considerations, the Funds may change the location of the meeting or may hold the meeting through a “virtual” or online method. The Funds plan to announce any such updates through www.proxyvote.com, and to file the announcement as definitive additional soliciting material on the Securities and Exchange Commission’s EDGAR website.
For information concerning the applicable facility and other requirements or information concerning the location or in-person status of the meeting, please visit www.proxyvote.com. We encourage you to check this website for updates prior to the meeting, including on the day prior to the scheduled meeting date, if you plan to attend the meeting in person.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF
STATE STREET INSTITUTIONAL FUNDS
STATE STREET VARIABLE INSURANCE SERIES FUNDS, INC.
One Iron Street
Boston, Massachusetts 02210
1-800-242-0134
Scheduled for January 10, 2019September 29, 2021
To the Shareholders and Contract Owners:
NOTICE IS HEREBY GIVEN of a combined special meeting (the “Special Meeting”) of the shareholders of State Street Institutional Premier Growth Equity Fund (the “Institutional Premier Growth Equity Fund”), a series of State Street Institutional Funds (the “Trust”) and State Street Premier Growth Equity V.I.S. Fund (the “Premier Growth Equity V.I.S. Fund” and, together with the Institutional Premier Growth Equity Fund, each, a “Fund” and collectively the “Funds”), a series of State Street Variable Insurance Series Funds, Inc. (each a “Company and, collectively, the “Companies”(the “Company”).
The Special Meeting will be held at 11:00 a.m., local time, on January 10, 2019 at the offices of SSGA Funds Management, Inc. (“SSGA FM” or the “Adviser”), One Lincoln Street, Boston, Massachusetts 02111.
The Special Meeting has been called to vote on the following proposal (the “Proposal”):
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Each Board unanimously recommends that you vote “FOR” the Proposal.
Shareholders and contract owners of record as of the close of business on November 5, 2018 (“Record Date”) are entitled to notice of, and to vote or provide voting instructions at, the Special Meeting, and are also entitled to vote, or provide voting instructions, at any adjournments or postponements thereof.
If you are a contract owner of a variable annuity contract or a variable life insurance contract investing in shares of one or more of the constituent funds of State Street Variable Insurance Series Funds, Inc.,Premier Growth Equity V.I.S. Fund, please be aware that your insurance company holds these shares on your behalf. Although you are not a shareholder of these Funds,the Fund, you have the right to instruct your insurance company on how to vote Fund shares corresponding to your investment through your variable contract. The
insurance company shareholders of the Company hereby solicit instructions for voting shares of the FundsFund attributable to their separate accounts from owners of variable contracts having contract values allocated to such separate accounts invested in such shares as of the Record Date and agree to vote such shares at the Special Meeting in accordance with such instructions received in a timely manner.
The Special Meeting will be held at 2:00 p.m., local time, on September 29, 2021 at the offices of SSGA Funds Management, Inc., One Iron Street, Boston, Massachusetts 02210.
The Special Meeting has been called to vote on the following proposal. The proposal is to be voted upon only by the respective shareholders and contract owners of each Fund. You are only being asked to vote on the Fund(s) of which you hold shares.
| 1. | Approval of a change in the sub-classification under the Investment Company Act of 1940, as amended, of each Fund from “diversified” to “non-diversified” and the elimination of the related fundamental investment restriction for each Fund (the “Proposal”). |
| 2. | To transact such other business as may properly come before the Special Meeting or any adjournment(s) or postponement(s) thereof, in the discretion of the proxies or their substitutes. |
Each Board unanimously recommends that you vote “FOR” the Proposal.
Shareholders and contract owners of record as of the close of business on July 26, 2021 (“Record Date”) are entitled to notice of, and to vote or provide voting instructions at, the Special Meeting, and are also entitled to vote, or provide voting instructions, at any adjournments or postponements thereof.
Please read the Proxy Statement carefully for information concerning the Proposal to be placed before the Special Meeting. Regardless of whether you plan to attend the Special Meeting, we urge you to vote via the Internet at www.proxyvote.com or by telephone by following the instructions in the Proxy Statement and which instructions are also provided on that website, or by signing, voting and returning your proxy ballot(s) in the postage paid envelope so that a quorum will be present and a maximum number of shares may be voted. For specific instructions on how to vote your shares, please review the instructions for each of these voting options as detailed in the Proxy Statement. If you attend the Special Meeting, you may vote in person even if you have previously returned your proxy ballot or have voted via the Internet or by telephone. Proxies may be revoked at any time before they are exercised by submitting a revised proxy, by giving written notice of revocation to the Trust or the Company, as applicable, or by voting in person at the Special Meeting.
Important Information Regarding Meeting Attendance
Due to health and safety considerations related to COVID-19, the number of shareholders who may attend the meeting in person may be limited and in-person attendance will require compliance with any then-applicable governmental requirements or recommendations or facility requirements. These requirements may include the use of face coverings, proof of vaccination or a negative COVID-19 test result, and maintaining appropriate social distancing. In light of public health considerations, the Funds may change the location of the meeting or may hold the meeting through a “virtual” or online method. The Funds plan to announce any such updates through www.proxyvote.com, and to file the announcement as definitive additional soliciting material on the Securities and Exchange Commission’s EDGAR website.
For information concerning the applicable facility and other requirements or information concerning the location or in-person status of the meeting, please visit www.proxyvote.com. We encourage you to check this website for updates prior to the meeting, including on the day prior to the scheduled meeting date, if you plan to attend the meeting in person.
By Order of the Boards,
Jeanne
Ellen M. La PortaNeedham
President, State Street Institutional Funds and
State Street Variable Insurance Series Funds, Inc.
November 19, 2018August 4, 2021
PROXY STATEMENT
NOVEMBER 19, 2018August 4, 2021
STATE STREET INSTITUTIONAL FUNDS
STATE STREET VARIABLE INSURANCE SERIES FUNDS, INC.
One Iron Street
Boston, Massachusetts 02210
1-800-242-0134
Special Meeting of Shareholders
Scheduled for
January 10, 2019September 29, 2021
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Each of State Street Institutional Premier Growth Equity Fund (the “Institutional Premier Growth Equity Fund”), a series of State Street Institutional Funds (the “Trust”) and State Street Premier Growth Equity V.I.S. Fund (the “Premier Growth Equity V.I.S. Fund” and, together with the Institutional Premier Growth Equity Fund, each, a “Fund” and collectively the “Funds”), a series of State Street Variable Insurance Series Funds, Inc. is a(the “Company” and, together with the Trust, the “Companies”), are separateopen-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). State Street Institutional FundsThe Trust was organized as an unincorporated business trust under the laws of Delaware pursuant to a Certificate of Trust dated May 23, 1997, as amended from time to time. State Street Variable Insurance Series Funds, Inc.The Company was incorporated under the laws of the Commonwealth of Virginia on May 14, 1984. Each Trust offers shares of beneficial interest in its constituent funds, as described in the applicable prospectus. Shareholders of each Company’s constituent funds voting together as a single class are entitled to vote on the election of Trustees of the Company.
Why is the Special Meeting being held?
A special meeting (the “Special Meeting”) of shareholders of State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc. (each a “Company” or, collectively, the “Companies”) is scheduled for 11:00 a.m., local time on January 10, 2019 at the offices of SSGA Funds Management, Inc. (“SSGA FM” or the “Adviser”), One Lincoln Street, Boston, Massachusetts 02111 for the following purposes:
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How would approval of the proposal affect the composition of each Board?
After the Special Meeting and Trustee retirements scheduled to occur in connection with the Special Meeting, the Board of each of State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc. would consist of nine Trustees. All six of the nominees — Mses. Needham and Spence and Messrs. Holland, Jessee, Riley and Shirk — would be added to these Boards. Three of the current Board members — Mses. La Porta and Rapaccioli and Mr. Costantino — have previously been elected by shareholders of each of State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc. and would continue to serve on these Boards alongside the nominees after the Special Meeting. In connection with the election of the nominees, one current Trustee of the Companies, R. Sheldon Johnson, is scheduled to retire.
Why did you send me this booklet?
This booklet includes a proxy statement (“Proxy Statement”). It provides you with information you should review before providing voting instructions on the matters
listed above and in the Notice of Special Meeting. The words “you” and “shareholder” are used in this Proxy Statement to refer to the person or entity that has voting rights or is being asked to provide voting instructions in connection with the shares.
Who is asking for my vote?
The Board of Trustees (“Board” or “Board of Trustees”) of each Company has sent a Proxy Statement to you and all other shareholders of record who have a beneficial interest in the Funds as of the close of business on November 5, 2018 (“Record Date”). The Board is soliciting your vote for a Special Meeting of shareholders of the Companies.
Who is eligible to vote?
Shareholders holding an investment in shares of any of the Funds as of the close of business on the Record Date are eligible to vote. Each share of each class of the Funds is entitled to one vote and fractional shares are counted as a fractional vote.
If you are a contract owner of a variable annuity contract or a variable life insurance contract investing in shares of one or more of the constituent funds of State Street Variable Insurance Series Funds, Inc.,Premier Growth Equity V.I.S. Fund, please be aware that your insurance company holds these shares on your behalf. Although you are not a shareholder of these Funds,the Fund, you have the right to instruct your insurance company on how to vote Fund shares corresponding to your investment through your variable contract. The insurance company shareholders of the Company hereby solicit instructions for voting shares of the FundsFund attributable to their separate accounts from owners of variable contracts having contract values allocated to such separate accounts invested in such shares as of the Record Date and agree to vote such shares at the Special Meeting in accordance with such instructions received in a timely manner.
The words “you” and “shareholder” are used in this Proxy Statement to refer to the person or entity that has voting rights or is being asked to provide voting instructions in connection with the shares.
Why is the Special Meeting being held?
A special meeting (the “Special Meeting”) of the shareholders of each Fund is scheduled for 2:00 p.m., local time on September 29, 2021 for the following purposes:
| 1. | Approval of a change in the sub-classification under the 1940 Act of each Fund from “diversified” to “non-diversified” and the elimination of the related fundamental investment restriction (the “Proposal”). |
| 2. | To transact such other business, not currently contemplated, that may properly come before the Special Meeting, or any adjournment(s) or postponement(s) thereof, in the discretion of the proxies or their substitutes. |
How would approval of the Proposal affect the Funds?
The reclassification from “diversified” to “non-diversified” and the elimination of a related fundamental investment restriction would provide the Funds’ investment
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adviser, SSGA Funds Management, Inc. (“SSGA FM”), with enhanced flexibility to invest a greater portion of each Fund’s assets in one or more issuers. The changes will provide each Fund with the opportunity to seek to benefit from SSGA FM’s investment thesis in respect of those companies in which SSGA FM has the highest conviction by permitting it to invest a larger portion of the Fund’s portfolio in securities of fewer individual issuers.
This increased investment flexibility to invest a larger portion of its assets in securities of a smaller number of issuers than a diversified fund may, however, make each Fund more susceptible to economic, business, political or other risks affecting the particular issuers in which it invests because larger investments in individual companies generally means that the returns of the issuers will have a greater effect on the Fund’s performance. As a non-diversified fund, the value of each Fund’s shares may be more volatile than the values of shares of more diversified funds.
Why did you send me this booklet?
This booklet includes a proxy statement (“Proxy Statement”). It provides you with information you should review before providing voting instructions on the matters listed above and in the Notice of Special Meeting.
Who is asking for my vote?
The Board of Trustees of the Trust and the Board of Directors of the Company (collectively, the “Board” or “Board of Trustees”) has sent a Proxy Statement to you and all other shareholders of record who have a beneficial interest in the Funds as of the close of business on July 26, 2021 (“Record Date”). The Board is soliciting your vote for a Special Meeting of shareholders of the Companies.
Who is eligible to vote?
Shareholders holding an investment in shares of the Funds as of the close of business on the Record Date are eligible to vote. Each share of each class of the Funds is entitled to one vote and fractional shares are counted as a fractional vote.
How do I vote?
You can vote (or,By telephone: Call the toll-free number printed on your proxy card(s) or voting instruction card, as applicable, and follow the recorded instructions.
On-line:Visit www.proxyvote.com and follow the on-line instructions.
By mail: Complete and sign the enclosed proxy card(s) or voting instruction card, as applicable, and mail it (them) in the case of contract owners, provide voting instructions to your insurance company) via Internet voting, through telephone touch-tone voting, by signing and returning a Proxy Ballot, or by attending the Special Meeting in person and voting. To vote (or provide voting instructions) by telephone or Internet, follow the voting instructions as outlined on the Notice of Internet Availability of Proxy Materials. These options require shareholders to input a control number, which is located on your Notice of Internet Availability of Proxy Materials. After entering this number, you will be prompted to provide your voting instructions on the Proposal. You will have the opportunity to review your voting instructions and make any necessary changes before submitting your voting instructions and terminating your telephone call or Internet link. If you vote on the Internet, in addition to confirming your voting instructions prior to submission, you may also request ane-mail confirming your instructions.
Shareholders whose shares are held by nominees, such as brokers, can vote their shares by contacting their respective nominee.enclosed postage-paid return envelope.
If you wish to participate in the Special Meeting, but do not wish to give a proxy by telephone or Internet, you may request a Proxy Ballot by mail and submit it by mail or attend the Special Meeting in person. Joint owners must each sign the Proxy Ballot.-4-
What vote is required?
ShareholdersThe Proposal requires the lesser of each Company, including each Fund and class thereof, will vote collectively as a single class on the election of each Nominee. With respect to each Company, the election of each Nominee must be approved by(a) the affirmative vote of a plurality67% or more of the shares voting atsecurities present or represented by proxy, if the Special Meeting at which a quorum is present. Shareholders whoholders of more than 50% of the outstanding voting securities of the Fund are present or represented by proxy, or (b) the affirmative vote “FOR” a Proposal will vote FOR all nominees. THOSE SHAREHOLDERS WHO WISH TO WITHHOLD THEIR VOTE ON ANY SPECIFIC NOMINEE(S) MAY DO SO WHEN VOTING ON THE INTERNET OR VIA TELEPHONE OR ON THE PROXY BALLOT.of more than 50% of the outstanding voting securities of the Fund.
How does the Board recommend that I vote?
The Board of each Company recommends that shareholders vote “FOR” the election of all nominees.Proposal.
When and where will the Special Meeting be held?
The Special Meeting is scheduled for 11:2:00 a.m.p.m., local time on January 10, 2019September 29, 2021 at the offices of the Adviser,SSGA FM, One LincolnIron Street, Boston, Massachusetts 02111, and, if02210. If the Special Meeting is adjourned or postponed, any adjournment(s) or postponement(s) of the Special Meeting will also be held at the above location. If
Important Information Regarding Meeting Attendance
Due to health and safety considerations related to COVID-19, the number of shareholders who may attend the meeting in person may be limited and in-person attendance will require compliance with any then-applicable governmental requirements or recommendations or facility requirements. These requirements may include the use of face coverings, proof of vaccination or a negative COVID-19 test result, and maintaining appropriate social distancing. In light of public health considerations, the Funds may change the location of the meeting or may hold the meeting through a “virtual” or online method. The Funds plan to announce any such updates through www.proxyvote.com, and to file the announcement as definitive additional soliciting material on the Securities and Exchange Commission’s EDGAR website.
For information concerning the applicable facility and other requirements or information concerning the location or in-person status of the meeting, please visit www.proxyvote.com. We encourage you expectto check this website for updates prior to the meeting, including on the day prior to the scheduled meeting date, if you plan to attend the Special Meetingmeeting in person please call Shareholder Services toll-free at1-800-242-0134..
How can I obtain more information about the Companies?
Should you have any questions about the Companies, please do not hesitate to contact Shareholder Services toll free at1-800-242-0134. The prospectuses, statement of additional information and other information regarding the Funds are available on the Internet at http://www.ssga.com/geam.www.ssga.com.
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Important notice regarding availability of proxy materials for the Special Meeting to be held on January 10, 2019.September 29, 2021.
The Proxy Statement is available on the Internet at www.proxyvote.com.www.proxyvote.com. Additional information about each Fund is available in its Prospectus, Statement of Additional Information, Semi-Annual Report, and Annual Report to shareholders. Copies of the Funds’ Annual and unaudited Semi-Annual Reports have previously been mailedprovided to shareholders. This Proxy Statement should be read in conjunction with the Annual and unauditedSemi-Annual Reports. You can obtain copies of the Prospectus, Statement of Additional Information, Annual and unaudited Semi-Annual Reports of each Fund upon request, without charge, by writing to the Trust or the Company, as applicable, Company at One Iron Street, Boston, Massachusetts 02210, by calling1-800-242-0134, or by visiting http://www.ssga.com/geam.www.ssga.com.
ELECT BOARD MEMBERSTO APPROVE A CHANGE IN THE SUB-CLASSIFICATION UNDER THE 1940 ACT OF EACH FUND FROM “DIVERSIFIED” TO “NON-DIVERSIFIED”
ThisReason for the Proposal applies to the following investment companies (the “Companies”):
State Street Institutional Funds (“SSIF”); and
State Street Variable Insurance Series Funds, Inc. (“VIS”)
We are asking shareholders of each Company to elect six (6) nominees as members of the Board of Trustees of that Company, which Trustees, if elected, would serve on the Board with three (3) of the four (4) previously elected Trustees of the Companies. In connection with the election of the nominees, one current Trustee of the Companies, R. Sheldon Johnson, is scheduled to retire.
The membersFunds are currently sub-classified as diversified for purposes of each Board considered the benefit to the Companies of calling a meeting of shareholders to elect the Nominees at this time.
Who are the nominees to the Board?
The Board of Trustees of each Company (the “Boards”) has nominated six (6) individuals (the “Nominees”) for election as Trustees of each Company.
The Nominees are Michael F. Holland, Michael A. Jessee, Patrick J. Riley, Richard D. Shirk, and Rina K. Spence, each of whom is not an “interested person,” as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), of the Companies (“Independent Trustees”), and Ellen M. Needham. Ms. Needham is an “interested person,” as defined in the 1940 Act, of the Companies because of her affiliation with State Street Global Advisors Trust Company, a wholly-owned subsidiary of State Street Bank and Trust Company (“State Street”), which includes the personnel and operations of the Adviser (“SSGA”). Ms. Needham currently serves as Senior Managing Director of SSGA and President of SSGA FM, investment adviser to the Companies.
If the Proposal is approved with respect to each Nominee, after the Special Meeting and Trustee retirements scheduled to occur in connection with the Special Meeting, the Board of each of State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc. would consist of nine Trustees. All six of the Nominees — Mses. Needham and Spence and Messrs. Holland, Jessee, Riley and Shirk — would be added to these Boards. Three of the current Board members — Mses. La Porta and Rapaccioli and Mr. Costantino — have previously been elected by shareholders of each of State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc. and would continue to serve on these Boards alongside the Nominees after the Special Meeting. In connection with the election of the Nominees, one current Trustee of the Companies, R. Sheldon Johnson, is scheduled to retire.
Each Nominee has consented to serve as a Trustee and to being named in this Proxy Statement. If elected, each Nominee will serve as a Trustee for the lifetime of the applicable Company or until his or her death, resignation, retirement or removal. If a Trustee sooner dies, resigns or retires, each Board may, in its discretion and subject to any restrictions imposed by the 1940 Act, select another person to fill the vacant position.
Prior to taking action to nominate each of the Nominees, the Governance Committee of each Board reviewed the qualifications, experience and background of each of the Nominees. Some of the factors considered by the Governance Committee included the following, among others: Section 5(b)(1) the Nominee’s knowledge in matters relating to the mutual fund industry; (2) any experience possessed by the Nominee as a director or senior officer of other companies; (3) the Nominee’s educational background, reputation for high ethical standards, and professional integrity; (4) any specific financial, technical, or other expertise possessed by the Nominee and the extent to which such expertise would complement the Board’s existing mix of skills, core competencies, and qualifications; (5) the Nominee’s perceived ability to contribute to the ongoing functions of the Board, including the Nominee’s ability and commitment to attend meetings regularly and work collaboratively with other members of the Board; and (6) if applicable, the Nominee’s ability to qualify as an Independent Trustee.
Based upon this review, each Governance Committee determined that nominating Messrs. Holland, Jessee, Riley, and Shirk and Mses. Spence and Needham would be in the best interests of the shareholders of each Company. Each Board believes that these Nominees are well suited for service on that Board due to their knowledge of the financial services sector, and their substantial experience in serving as directors or trustees, officers or advisers of public companies and business organizations, including other investment companies.
Based upon this review, each Board voted by written consent dated October 10, 2018 to nominate each of the Nominees for election by shareholders.
What are the qualifications of the Nominees?
Set forth below are the names, ages, business experience during the past five years and other directorships of each of the Trustees and Nominees and other information relating to the professional experiences, attributes and skills relevant to each Trustee’s and Nominee’s qualifications to serve as a Trustee. The Nominees have varied experiences, attributes and skills that may be utilized in overseeing the activities of the Companies, reviewing contractual arrangements with companies that provide services to the Companies, and reviewing fund performance. Among the attributes or skills common to all Nominees are their ability to (i) review critically, evaluate, question and discuss information provided to them, (ii) interact effectively with the other Trustees, the Adviser, other service providers, counsel and the Companies’ independent registered public accounting firm, and (iii) exercise effective and independent business
judgment in the performance of their duties as Trustees. Each Nominee’s ability to perform his or her duties effectively has been attained through the Nominee’s business, consulting, public service and/or academic positions and through experience from service as a member of a Board, other investment companies and public companies, ornon-profit entities or other organizations as set forth below. Each Nominee’s ability to perform his or her duties effectively also has been enhanced by his or her educational background, professional training, and/or other life experiences. In considering the nomination of Ms. Needham, the Board also considered the desirable composition of the Board and determined that it is appropriate and of benefit to shareholders to have a representative of management of the Companies serve as a member of each Board.
Following is a summary of the experience, attributes and skills that may be seen to qualify each Nominee to serve on the Board:
Michael F. Holland: Mr. Holland is an experienced business executive with over 47 years of experience in the financial services industry including 22 years as a portfolio manager of another registered mutual fund. His experience includes service as a trustee, director or officer of various investment companies. He has served on the Board of Trustees and related Committees of State Street Institutional Investment Trust and State Street Master Funds for 18 years (since the trusts’ inception) and possesses significant experience regarding the operations and history of those Trusts. He also serves as a Trustee of State Street Navigator Securities Lending Trust.
Michael A. Jessee: Mr. Jessee is an experienced business executive with approximately 41 years of experience in the banking industry. He previously served as President and Chief Executive Officer of the Federal Home Loan Bank of Boston as well as various senior executive positions of major banks. Mr. Jessee has served on State Street Navigator Securities Lending Trust’s Board of Trustees and related committees for 22 years and possesses significant experience regarding the trust’s operations and history. He also serves as a Trustee of State Street Institutional Investment Trust, State Street Master Funds, SSGA Funds and the Elfun Diversified Fund, Elfun Government Money Market Fund, ElfunTax-Exempt Income Fund, Elfun Income Fund, Elfun International Equity Fund and Elfun Trusts.
Patrick J. Riley: Mr. Riley is an experienced business executive with over 41 years of experience in the legal and financial services industries; his experience includes service as a trustee or director of various investment companies and Associate Justice of the Superior Court of the Commonwealth of Massachusetts. He has served on the Board of Trustees and related Committees of SSGA Funds for 29 years and possesses significant experience regarding the operations and history of the trust. He also serves as a Trustee of the State Street Navigator Securities Lending Trust and the Elfun Diversified Fund, Elfun Government Money Market Fund, ElfunTax-Exempt Income Fund, Elfun Income Fund, Elfun International Equity Fund and Elfun Trusts.
Richard D. Shirk: Mr. Shirk is an experienced business executive with over 49 years of experience in the health care and insurance industries and with investment matters; his experience includes service as a trustee, director or officer of various health care companies and nonprofit organizations. He has served on the Board of
Trustees and related Committees of SSGA Funds for 29 years and possesses significant experience regarding the operations and history of the trust. He also serves as a Trustee of State Street Navigator Securities Lending Trust, State Street Institutional Investment Trust, State Street Master Funds and the Elfun Diversified Fund, Elfun Government Money Market Fund, ElfunTax-Exempt Income Fund, Elfun Income Fund, Elfun International Equity Fund and Elfun Trusts.
Rina K. Spence: Ms. Spence is an experienced business executive with over 37 years of experience in the health care industry; her experience includes service as a trustee, director or officer of various investment companies, charities and utility companies and chief executive positions for various health care companies. She has served on the Board of Trustees and related Committees of the State Street Institutional Investment Trust and the State Street Master Funds for 18 years (since the trusts’ inception) and possesses significant experience regarding the operations and history of those Trusts. She also serves as a Trustee of State Street Navigator Securities Lending Trust and the Elfun Diversified Fund, Elfun Government Money Market Fund, ElfunTax-Exempt Income Fund, Elfun Income Fund, Elfun International Equity Fund and Elfun Trusts.
Ellen M. Needham: Ms. Needham is a Senior Managing Director of State Street Global Advisors, Head of Global Funds Management, and President of SSGA Funds Management, Inc. Ellen serves as a director of SSGA Funds Management, Inc. and State Street Global Advisors Funds Distributors, LLC. In her role, she is responsible for managing firm-wide processes that focus on governance, fund structure, subadviser oversight, tax, product viability, distribution, ongoing monitoring and regulatory coordination across all products globally. Ms. Needham has been involved in the investment industry for over thirty years, beginning her career at State Street in 1989.
References to the experience, attributes and skills of Nominees above are pursuant to the requirements of the SEC, do not constitute holding out of the Board or any Nominee as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.
Assuming all of the Nominees are elected, the Board would consist of the following nine (9) individuals following the Special Meeting and a scheduled Trustee retirement:
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What are each Board’s responsibilities?
Each Board of Trustees is responsible for overseeing generally the management, activities and affairs of the applicable Company and has approved contracts with various organizations to provide, among other services,day-to-day management required by the applicable Company. Each Board has engaged the Adviser to manage the Company on aday-to-day basis. Each Board is responsible for overseeing the Adviser and other service providers in the operation of the applicable Company in accordance with the provisions of the 1940 Act, applicable state laws and regulations, other applicable laws and regulations, and such Company’s governing documents.
How doesAct. In addition, each Board oversee risk management on behalf of the Funds?
Each Board’s role in management of the applicable CompanyFund is oversight of activities of service providers and officers of the Company.also subject to a related fundamental investment restriction which prohibits it from making any investment inconsistent with its classification as a diversified fund. As a diversified fund, each Fund is the case with virtually all investment companies (as distinguished from operating companies), service providers to each Company, primarily SSGA FM and its affiliates, have responsibility for theday-to-day management of its constituent funds, which includes responsibility for risk management (including management of investment performance and investment risk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk). As part of its oversight, each Board, acting at its scheduled meetings, or the Chairman of such Board, acting between Board meetings, regularly interacts with and receives reports from senior personnel of service providers, including SSGA FM’s Chief Investment Officers (or their senior representatives), the applicable Company’s and SSGA FM’s Chief Compliance Officer and portfolio management personnel. Each Board’s Audit Committee (which consists of all of the Independent Trustees) meets during its scheduled meetings, and between meetings the
Chair of such Audit Committee maintains contact with the Company’s Treasurer. Each Board also receives periodic presentations from senior personnel of SSGA FM or its affiliates regarding risk management generally limited as well as periodic presentations regarding specific operational, compliance or investment areas such as business continuity, anti-money laundering, personal trading, valuation, credit and investment research. SSGA FM and other service providers to each Company have adopted a variety of policies, procedures and controls designed to address among other things particular risks to such Company. Different processes, procedures and controls are employed with respect to different types of risk. Each Board also receives reports from counsel to the Company or counsel to SSGA FM and the Board’s own independent legal counsel regarding regulatory compliance and governance matters. Each Board’s oversight role does not make the Board a guarantor of the Company’s investments or activities, or make the Board obligated to perform those activities directly.
How is each Board structured?
amount it may invest in any single issuer. The 1940 Act requires that to qualify as a “diversified” fund, a fund may not, with respect to at least 40%75% of the value of its total assets, invest in securities of any issuer if, immediately after the investment, more than 5% of the total assets of the fund (taken at current value) would be invested in the securities of that issuer or the fund would hold more than 10% of the outstanding voting securities of the issuer. Under the 1940 Act, these percentage limitations do not apply to cash or cash items (including receivables), securities issued by investment companies, or any “Government security.” A Government security is any security issued or guaranteed as to principal or interest by the United States, or by a person controlled or supervised by and acting as an instrumentality of the government of the United Sates pursuant to authority granted by the Congress of the United Sates, or any certificate of deposit for any of the forgoing. The remaining 25% of the fund’s total assets are not subject to this restriction. This means that, with respect to the remaining 25% of the fund’s total assets, a diversified fund may invest more than 5% of its total assets in the securities of one issuer and may hold more than 10% of an issuer’s outstanding voting securities. By changing its sub-classification to “non-diversified” and eliminating the related fundamental investment company’s trusteesrestriction, each Fund would no longer be subject to these restrictions. Accordingly, the change would give the Funds the ability to invest a greater percentage of their assets in the securities
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of a smaller number of issuers or any one issuer than a diversified fund. Under the 1940 Act, shareholder approval is necessary for a change from a diversified fund to a non-diversified fund and the elimination of a fundamental investment restriction.
Based on its experience and investment analysis, SSGA FM believes that, given the Funds’ strategies to focus their investments in a limited number of large and medium sized companies that have above-average growth histories and/or growth potential, the Proposal could potentially enable the Funds to achieve stronger absolute and relative performance over the long-term by providing the Funds with greater investment flexibility. In addition to increased investment flexibility generally, each Fund’s portfolio manager believes that each Fund’s current sub-classification as diversified, and the related fundamental investment restriction, may limit each Fund’s ability to effectively execute its investment strategy to its fullest potential. The Proposal will provide each Fund with the opportunity to seek to benefit from SSGA FM’s investment thesis in respect of those companies in which SSGA FM has the highest conviction. SSGA FM could use this increased investment flexibility for each Fund to take a larger position in the securities of a single issuer (or larger positions in the securities of multiple issuers) when it believes the investment opportunity may justify the risks involved.
In consideration of the foregoing reasons, SSGA FM believes the Proposal will better reflect each Fund’s current and expected investment strategy and enhance SSGA FM’s flexibility to invest each Fund’s assets by easing the restriction on its ability to manage each Fund’s portfolio and granting it the freedom to invest larger portions of each Fund’s portfolio in securities of individual issuers. SSGA FM believes that this increased investment flexibility would also permit it to more effectively manage each Fund. SSGA FM, however, does not be “interested persons”currently expect that the change in each Fund’s sub-classification will result in a significant change in the portfolio composition of each Fund. The Funds do not expect any adverse tax consequences as a result of the Proposal.
As a diversified fund, each Fund currently has a fundamental policy that it shall invest at least 75% of its total assets in some combination of the following: (a) cash and cash items, (b) U.S. Government securities (as defined in the 1940 Act), (c) securities of that company,other investment companies, and (d) other securities. With regard to (d), other securities (acquired pursuant to this policy) are limited as to any single issuer to an amount not greater than 5% of a Fund’s total assets and not more than 10% of the outstanding voting securities of any such those Independent Trustees may notissuer, or as otherwise permitted by applicable law. If the Proposal is approved, this fundamental policy will be affiliated with SSGA FM. To rely on certain exemptive ruleseliminated and each Fund’s sub-classification under the 1940 Act will change from diversified to non-diversified.
This increased investment flexibility to invest a majoritylarger portion of an investment company’s trustees mustits assets in securities of a smaller number of issuers than a diversified fund may, however, make each Fund more susceptible to economic, business, political or other risks
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affecting the particular issuers in which it invests because larger investments in individual companies generally means that the returns of the issuers will have a greater effect on the Fund’s performance. As a non-diversified fund, the value of each Fund’s shares may be non-interested trustees, and for certain important matters, such asmore volatile than the approvalvalues of investment advisory agreements or transactions with affiliates,shares of more diversified funds.
Although each Fund would no longer be subject to the 1940 Act ordiversification restrictions, if its respective shareholders, voting separately on a Fund-by-Fund basis, approve the rules thereunder requireProposal at the approvalSpecial Meeting, each Fund intends to continue to comply with Federal tax diversification restrictions of Subchapter M of the Internal Revenue Code of 1986 (the “IRC”). To qualify, among other requirements, each Fund must limit its investment so that, at the close of each quarter of the taxable year, (1) not more than 25% of the Fund’s total assets will be invested in the securities of a majority of thenon-interested trustees. Currently, a majority of each Company’s Trustees are Independent Trustees. The Chairman of the Board is an Independent Trustee. The Independent Trustees are members of each Company’s Audit Committeesingle issuer, and Governance Committee.
Audit Committee. The Audit Committee evaluates and selects the Company’s independent auditors. The Audit Committee meets with the Company’s independent auditors to review the scope and cost of the Company’s audit, reviews the audit report, addresses any issues with the independent auditors, and if there are significant services to be performed by the independent auditors, approves the provision of such services after considering the possible effect of such services on their independence. During the prior fiscal year, the Audit Committee held four meetings.
Governance Committee. The Governance Committee selects and nominates person(s) for election or appointment as Trustees includingnon-interested Trustees and Trustees who are interested persons of the Companies. The Governance Committee reviews the compensation payable to thenon-interested Trustees and makes recommendations to the Board with respect thereto, reviews and evaluates the functioning of the Board and the various committees of the Board, selects independent counsel to thenon-interested Trustees and consults with independent counsel so that it may be apprised of regulatory developments affecting governance issues. The Governance Committee is also responsible for reviewing any nominees recommended to the Board by shareholders and evaluates such nominees in the same manner as it
evaluates nominees identified by the Governance Committee. Because the Companies do not hold regular annual shareholder meetings, no formal procedures have been established(2) with respect to shareholder submission50% of Trustee candidates for consideration by the Governance Committee. A copy of the Amended and Restated Audit Committee Charter is attached hereto asAppendix A. During the prior fiscal year, the Governance Committee members met once.
Each Board has delegated to SSGA FM’s Oversight Committee (the “Oversight Committee”) responsibility for establishing the fair value of securities and other investments for which quotations or other market values are eitherits total assets, not readily available or do not reflect all market developments. The Oversight Committee performs its role subject to valuation procedures approved by the Board.
During the fiscal year ended December 31, 2017, the Board of VIS held six (6) meetings and each Trustee who was then a member of the Board was present for at least 75% of the aggregate number of meetings of the Board held during the period for which he or she was a Trustee and meetings held by all committees on which he or she served during the period that he or she served.
During the fiscal year ended September 30, 2018, the Board of SSIF held seven (7) meetings and each Trustee who was then a member of the Board was present for at least 75% of the aggregate number of meetings of the Board held during the period for which he or she was a Trustee and meetings held by all committees on which he or she served during the period that he or she served.
Ownership of Fund Shares. The table below sets forth the dollar value of all shares of each of the Companies’ constituent funds and of all funds within the family of investment companies held directly or indirectly by each Trustee and Nominee as of September 30, 2018. To the best of the Companies’ knowledge, as of September 30, 2018, no Trustee or Nominee owned 1% or more of the outstanding shares of any class of a fund, and the Trustees and Nominees of the funds owned, as a group, less than 1% of the shares of each class of each fund.
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To the best of the Companies’ knowledge, as of September 30, 2018 no person owned beneficially more than 5% of its total assets will be invested in the securities of a single issuer and the Fund will not own more than 10% of the outstanding sharesvoting securities of any class of any Fund’s securities, except as set out inAppendix B to this Proxy Statement.
Independent Public Accountants.a single issuer.
The Board has selectedconsidered the accounting firm Ernst & Young LLP as the independent public accountantrecommendation of SSGA FM to examine and report on the financial statements of VIS for the fiscal year ending December 31, 2018. The Board selected Ernst & Young LLP as the independent public accountant of SSIF for the fiscal year ended September 30, 2018. The Board intends to select an independent public accountant for SSIF for the fiscal year ending September 30, 2019 no later than December 29, 2018, consistent withchange each Fund’s Rule 32a-3(a)(1)sub-classification under the 1940 Act.
Representatives of Ernst & Young LLP are not expected to be represented atAct and eliminate the Special Meeting, but a representative is expected to be available via telephone duringrelated fundamental investment restriction, and the Special Meeting to respond to appropriate questions and will have the opportunity to make a statement if the representative so desires.
Audit Fees.For fiscal year ended December 31, 2017, the aggregate fees billed by Ernst & Young LLP for the audit of VIS’s financial statements totaled $195,570. Those fees for fiscal year 2016 were $214,300.
For fiscal year ended September 30, 2018, the aggregate fees billed by Ernst & Young LLP for the audit of SSIF’s financial statements are expected to total $132,280. Those fees for fiscal year 2017 were $183,200.
Audit-Related Fees.For the fiscal years ended December 31, 2017 and December 31, 2016, there were no fees for assurance and related services by Ernst & Young LLP reasonably related to the performancepotential effects of the auditProposal on each Fund and its risk profile. Following its consideration of VIS’s financial statementsthese matters, the Board unanimously approved the proposed changes and is proposing that were not reported under “Audit Fees” above.shareholders approve the Proposal.
For the fiscal year ended September 30, 2018, no fees are expected for assurance and related services by Ernst & Young LLP reasonably related to the performance of the audit of SSIF’s financial statements that were not reported under “Audit Fees” above. For the fiscal year ended September 30, 2017, there were no fees for assurance and related services by Ernst & Young LLP reasonably related to the performance of the audit of SSIF’s financial statements that were not reported under “Audit Fees” above.
Tax Fees.For fiscal year December 31, 2017, the aggregate fees billed by Ernst & Young LLP for its professional services related to tax compliance, tax advice and tax planning for VIS totaled $52,947. For fiscal year 2016, those fees were $53,172.
For fiscal year September 30, 2018, the aggregate fees billed by Ernst & Young LLP for its professional services related to tax compliance, tax advice and tax planning for SSIF are expected to total $51,318. For fiscal year 2017, those fees were $60,775.
All Other Fees.The aggregatenon-audit fees billed by Ernst & Young LLP for services rendered to VIS, the Adviser, and any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to such Company for the fiscal years ended December 31, 2017 and December 31, 2016 were $7,777,372 and $7,722,372 respectively.
The aggregatenon-audit fees billed by Ernst & Young LLP for services rendered to SSIF, the Adviser, and any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to such Company for the fiscal year ended September 30, 2018 are expected to total $6,581,832. For the fiscal year ended, September 30, 2017 those fees were $7,777,372.
All of the services described above were approved by each Company’s Audit Committee pursuant topre-approval policies and procedures adopted by the Audit Committee. Pursuant to such policies and procedures each Audit Committeepre-approves: (i) all audit andnon-audit services to be rendered to the Company by Ernst & Young LLP; and (ii) all permissiblenon-audit services related to the Company provided by Ernst & Young LLP to the Adviser or any affiliate thereof that provides ongoing services to the Company (collectively, “Covered Services”). Each Audit Committee has adoptedpre-approval procedures authorizing one or more members of the Audit Committee topre-approve from time to time, on behalf of the Audit Committee, all Covered Services to be provided by Ernst & Young LLP that are not otherwisepre-approved at a meeting of the Audit Committee, provided that such delegate reports to the full Audit Committee at its next regularly scheduled meeting. Each Audit Committee has delegated this generalpre-approval authority to the Chairperson, or aCo-Chairperson, of the Audit Committee. Thepre-approval procedures do not include delegation of the Audit Committee’s responsibilities to management.
The Audit CommitteeShareholders of each Boardrespective Fund will periodically consider whether Ernst & Young LLP’s receipt ofbe voting separately on a non-auditFund-by-Fund fees from that Company, the Adviser and all entities controlling, controlled by, or under common control with the Adviser that provide services to such Company and/or the Company’s constituent funds is compatible with maintaining the independence of Ernst & Young LLP.
Change in Audit Firm
KPMG LLP (“KPMG”) served as the independent registered certified public accounting firm of VIS through its resignation as of June 30, 2016. On September 9, 2016, upon recommendation by the Audit Committee of VIS, VIS’s Board of Directors
selected Ernst & Young LLP to replace KPMG as the independent public accountant for the fiscal year ended December 31, 2016.
The reports of KPMG on the financial statements for the fiscal years ended December 31, 2014 and December 31, 2015 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During VIS’s fiscal years ended December 31, 2014 and December 31, 2015 and through the period ended June 30, 2016, there were no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of KPMG would have caused them to make reference thereto in their reports on the financial statements for such years or periods.
During VIS’s fiscal years ended December 31, 2014 and December 31, 2015 and through the period ended June 30, 2016, there were no reportable events (as defined in Item 304(a)(1)(v) of RegulationS-K). The Funds requested and KPMG furnished a letter addressed to the Securities and Exchange Commission stating whether or not it agreed with the above statements. A copy of such letter was filed as Exhibit 77 toForm N-SAR for the period ended December 31, 2016.
During VIS’s fiscal years ended December 31, 2014 and December 31, 2015 and through September 9, 2016, neither VIS nor anyone on its behalf has consulted Ernst & Young LLP on items which: (i) concerned the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on VIS’s financial statements or (ii) concerned the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of RegulationsS-K) or reportable events (as described in paragraph (a)(1)(v) of said Item 304).
During the fiscal year ended December 31, 2016, the aggregate fees billed to VIS for professional services rendered by KPMG were $2,800 fortax-related services and $5,000 for services related to the transition to Ernst & Young LLP.
During the fiscal year ended September 30, 2016, the aggregate fees billed to SSIF for professional services rendered by KPMG were $2,800 fortax-related services and $5,000 for services related to the transition to Ernst & Young LLP.
Trustees’ Compensation.
Each current Independent Trustee of the Companies receives an annual fee of $150,000 for services as a director or trustee for the Companies (which, as of September 30, 2018, included two investment companies (SSIF and VIS) and their various fund portfolios), which fee is allocated proportionately between those companies based upon total assets. In addition to this annual fee, Mr. Costantino, as Chairman of the board of each such investment company, also receives $20,000 per annum. Ms. Rapaccioli, as the Chair of the Audit Committee, receives $10,000 per annum for serving in that capacity.
Each Interested Trustee serves without receiving compensation from the Companies.
The compensation that Independent Trustees received from SSIF during the fiscal year ended September 30, 2018 and from VIS during the fiscal year ended December 31, 2017 is set forth inAppendix C.
Information regarding the Officers.
Below are the names, ages, mailing address and business experience during the past five years of the principal officers of the Companies. None of the officers listed below receives compensation from any of the Companies. No changes to the officers of the Companies are being proposed.
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What happens ifbasis. If one Fund’s shareholders do not approve the Nominees?
Proposal, that will not impact the other Fund whose shareholders approve the Proposal for that Fund. If shareholders of a Company do not approve the Nominees, such CompanyProposal with respect to a Fund, the Fund will continue to be managed under the current Trusteesoperate as a “diversified” fund and the Boardrelated fundamental investment restriction will determine what action, if any, should be taken.
What does the Board recommend?
Each Board has determined that election of the six (6) Nominees as Trustees isremain in the interests of the Company and its shareholders. Accordingly, after consideration of the above factors and other information it considered relevant, each Board, including all of the Independent Trustees, unanimously approved the nomination of each of the six (6) Nominees. Each Board is recommending that the shareholders vote “FOR” each of the Nominees.effect.
EACH BOARD RECOMMENDS
THAT SHAREHOLDERS VOTE “FOR” EACH OF THE NOMINEES UNDER THE PROPOSAL
The Board does not know of any matters to be presented at the Special Meeting other than those set forth in this Proxy Statement. If other business should properly come before the Special Meeting, proxies will be voted in accordance with the judgment of the persons named in the accompanying proxy or at any adjournment(s) or postponement(s) thereof.
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GENERAL INFORMATION ABOUT THE PROXY STATEMENT
Who is asking for my vote?
Each Company’s Board is soliciting your vote for a Special Meeting of shareholders of the Fund that is a series of such Company.
How is my proxy being solicited?
Each Company hasThe Companies have each retained Broadridge Investor CommunicationFinancial Solutions, Inc. (the “Proxy Solicitor”) to assist in the solicitation of proxies, at an estimated cost of $62,273$3,500 which will be paid by the Adviser.SSGA FM. As the date of the Special Meeting approaches, certain shareholders may receive a telephone call from a representative of the Proxy Solicitor if their votes have not yet been received. Authorization to permit the Proxy Solicitor to execute proxies may be obtained by telephonic instructions from shareholders of the Companies.Funds. Proxies that are obtained telephonically will be recorded in accordance with certain procedures, as explained further below. Each Board believes that these procedures are reasonably designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined and recorded.
In situations where a telephonic proxy is solicited, the Proxy Solicitor’s representative is required to ask for each shareholder’s full name, address, social security or employer identification number, title (if the shareholder is authorized to act on behalf of an entity, such as a corporation), the number of shares owned, and to confirm that the shareholder has received the proxy materials in the mail. The Proxy Solicitor’s representative will explain the process, read the Proposal on the Proxy Ballot,proxy ballot, and ask for the shareholder’s instructions on the Proposal. Although the Proxy Solicitor’s representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote, other than reading any recommendation set forth in the Proxy Statement. The Proxy Solicitor’s representative will record the shareholder’s instructions on the Proxy Ballot.proxy ballot. Within approximately 72 hours of soliciting telephonic voting instructions, the shareholder will be sent a letter or mailgram to confirm his or her vote and asking the shareholder to call the Proxy Solicitor immediately if his or her instructions are not correctly reflected in the confirmation.
In addition to solicitation by mail, certain officers and representatives of the Companies, officers and employees of the AdviserSSGA FM or its affiliates and certain financial services firms and their representatives, who will receive no extra compensation for their services, may solicit votes by telephone, telegram, facsimile, or other communication.
What happens to my proxy once I submit it?
Each Board has named Bruce Rosenberg, Assistant TreasurerEllen M. Needham, President of the Companies and Ann Carpenter, AssistantVice President and Deputy Treasurer of the Companies, or one or more substitutes designated by them, as proxies who are authorized to vote Fundfund shares as
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directed by shareholders.
If you followed the instructions when you voted, your proxies will vote your shares as you have directed. If you submitted a Proxy Ballotproxy ballot but did not vote on the Proposal, your proxies will vote on the Proposal as recommended by the Board, except as described under “What are the voting rights and the quorum requirements?”
Can I revoke my proxy after I submit it?
A shareholder may revoke the accompanying proxy at any time prior to its use by filing with theeither Company, as applicable, a written revocation or a duly executed proxy bearing a later date. In addition, any shareholder who attends the Special Meeting in person may vote by ballot at the Special Meeting, thereby canceling any proxy previously given. The persons named in the accompanying proxy will vote as directed by the shareholder under the proxy. In the absence of voting directions under any proxy that is signed and returned, they intend to vote “FOR” the Proposal and may vote in their discretion with respect to other matters not now known to the Board that may be presented at the Special Meeting.
What are the voting rights and quorum requirements?
Each shareholder of a Companyeach Fund is entitled to one vote for each share held as to any matter on which such shareholder is entitled to vote and for each fractional share that is owned, the shareholder shall be entitled to a proportionate fractional vote. Each Fund must independently establish a quorum to transact business at the Special Meeting concerning that Fund. For SSIF, ThirtyInstitutional Premier Growth Equity Fund, thirty percent (30%) of the shares entitled to vote shall constitute a quorum. For VIS,Premier Growth Equity V.I.S. Fund, one-third (1/3) of the shares entitled to vote shall constitute a quorum. Shares have no preemptive or subscription rights.
Only shareholders of the Funds at the close of business on November 5, 2018 (the “Record Date”)the Record Date will be entitled to be present and give voting instructions for the Funds at the Special Meeting with respect to their shares owned as of the Record Date. To be counted, the properly executed Voting Instruction Formproxy card or voting instruction card must be received no later than 5:00 p.m.by the close of business on January 9, 2019.September 28, 2021. Appendix DB sets forth the number of shares of each class of each Fund issued and outstanding as of the Record Date.
The shareholders in attendance atchair of the Special Meeting may adjourn the Special Meeting. TheMeeting whether or not a quorum is present with respect the Proposal, and such adjournment shall take place without the necessity of further notice. Upon motion of the chair of the Special Meeting, question of adjournments may also be (but is not required to be) submitted to vote of the shareholders of record, and in that case, any adjournment with respect to one or more matters must be approved by the vote of a majority of the votes cast in person or by proxy at the Special Meeting with respect to the matter or matters adjourned, whether or not a quorum is present with respect to such matter or matters, and if approved, such adjournment shall take place without the necessity of further
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notice. Any shares present and entitled to vote at the Special Meeting may, at the discretion of the proxies named therein, be voted in favor of such an adjournment.
If a shareholder abstains from voting as to any matter, or if a broker returns a“non-vote” proxy, indicating a lack of authority to vote on a matter, then the shares represented by such abstention ornon-vote will be treated as shares that are present at the Special Meeting for purposes of determining the existence of a quorum. However,
abstentions and brokernon-votes will be disregarded in determining the “votes cast” on an issue. Since
SSGA FM and its affiliates intend to vote Fund shares they own, whether as seed capital or otherwise, in favor of the Proposal. Unless otherwise provided in client guidelines, SSGA FM and its affiliates generally intend to vote Fund shares owned in a client account over which SSGA FM or an affiliate has discretionary authority in favor of the Proposal. If SSGA FM’s (or its affiliate’s) ownership, or the ownership of a client account over which SSGA FM (or an affiliate) has discretionary authority, represents a sizeable enough portion of a Fund’s outstanding shares, the SSGA FM (or its affiliate’s) vote will ensure that the Proposal requiresfor the affirmative voteFund will be approved. Please see Appendix A for information regarding persons, including SSGA FM and its affiliates, if any, that beneficially owned or owned of record 5% or more of the outstanding shares of a pluralityclass of the shares cast at the Special Meeting, an abstention or brokernon-vote will have no effect on such matter.Fund.
Voting by Insurance Companies
The following information is relevant to shareholders or variable contract owners of VIS.Premier Growth Equity V.I.S. Fund.
Insurance company separate accounts (the “Separate Accounts”) are the only shareholders of record of the Funds.Fund. Each Separate Account is a segregated asset account established by an insurance company (the “Insurance Companies”). Certain Separate Accounts are registered with the SEC under the 1940 Act as unit investment trusts, whereas other Separate Accounts are excluded from the definition of “investment company” for purposes of the 1940 Act and therefore are not registered with the SEC under the 1940 Act. Net premiums paid by a variable contract owner may be allocated to one or more of thesub-accounts of each Separate Account that invest in shares of the Funds.Fund.
Each Insurance Company will vote the shares of the FundsFund held by its Separate Accounts at the Special Meeting in accordance with timely instructions received from persons entitled to give voting instructions under the variable contracts. All properly executed Proxy Cardsvoting instruction card received by the issuing Insurance Company by the close of business on January 9, 2019September 28, 2021 will be counted for purposes of voting at the Special Meeting.
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The number of shares of capital stock in athe Fund for which a variable contract owner may give voting instructions is equal to the number of shares, or fraction of shares, held in the Separate Account attributable to the owner’s variable contract on the Record Date. Each share of such outstanding capital stock is entitled to one vote, and fractional votes are counted.
Each Insurance Company will vote shares attributable to variable contracts as to which no voting instructions are received in proportion (for or withhold) to those for which instructions are received. If an executed Proxy Cardvoting instruction card is received, but does not specify a choice as to the Proposal, each Insurance Company will consider its timely receipt as an instruction to vote in favor of the Proposal. In certain circumstances, an Insurance Company has the right to disregard voting instructions from certain variable contract owners, although the AdviserSSGA FM is not aware that any Insurance Company believes that these circumstances exist with respect to the matters to be voted on at the Special Meeting.
The Insurance Companies do not require that a specified number of contract owners submit voting instructions before the Insurance Companies will vote the shares
of athe Fund held by their respective Separate Accounts at the Special Meeting. Therefore, a small number of variable contract owners may determine whether athe Proposal is approved. In determining to vote the shares of athe Fund held by its Separate Accounts at the Special Meeting, an Insurance Company, in its sole discretion, may consider such factors as (1) the percentage of votes represented by voting instructions received by the Insurance Company, and (2) the percentage of variable contracts represented by voting instructions received by the Insurance Company. When such determination has been made, the Insurance Company will vote the shares of the Fund held by its Separate Accounts as outlined in the paragraph above.
Can shareholdersShareholders submit proposals for consideration in a proxy statement?
The Companies are not required to hold annual meetings and currently do not intend to hold such meetings. A shareholder proposal to be considered for inclusion in a proxy statement at any subsequent meeting of shareholders must be submitted in a reasonable time before a proxy statement for that meeting is printed and mailed. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws.
What if a proposal that is not in this Proxy Statement comes up at the Special Meeting?
If any other matter is properly presented, your proxies will vote in their discretion in accordance with their best judgment, including any proposal to adjourn the meeting. At the time this Proxy Statement was printed, the Boards knew of no matter that needed to be acted upon at the Special Meeting other than the Proposal discussed in this Proxy Statement.
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What is “Householding?”
Only one copy of this Proxy Statement may be mailed to each household, even if more than one person in the household is a shareholder of record of any of the Funds, unless aeither Company, as applicable, has received contrary instructions from one or more of the household’s shareholders. If a shareholder needs an additional copy of this Proxy Statement, please contact Shareholder Services at1-800-242-0134. If in the future, any shareholder does not wish to combine or wishes to recombine the mailing of a proxy statement with household members, please inform the Trust or Company, as applicable, Company in writing at One Iron Street, Boston, Massachusetts 02210 or via telephone at1-800-242-0134.
Who pays for this proxy solicitation?
The Companies will not pay the expenses in connection with the proxy solicitation, Proxy Statement and Special Meeting. The AdviserSSGA FM (or an affiliate) will pay such expenses, including the printing, mailing, solicitation and vote tabulation expenses, legal fees, andout-of-pocket expenses.
Your vote is important regardless of the number of shares you own. To assure the presence of a quorum at the Special Meeting, and to avoid the added cost offollow-up solicitations and possible adjournments, please take a few minutes to read the Proxy Statement and cast your vote via the Internet or telephone by following the instructions on your Notice of Internet Availability of Proxy Materials and at www.proxyvote.com, or if you have requested a proxy ballot by mail, you may vote by signing, voting and returning thatyour proxy ballot in the envelope provided.by mail. It is important that your proxy ballot be received no later than January 9, 2019.September 28, 2021.
Jeanne
Ellen M. La PortaNeedham
President, State Street Institutional Funds and
State Street Variable Insurance Series Funds, Inc.
November 19, 2018August 4, 2021
One Iron Street
Boston, Massachusetts 02210
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GOVERNANCE COMMITTEE CHARTER
STATE STREET INSTITUTIONAL FUNDS
STATE STREET VARIABLE INSURANCE SERIES FUNDS, INC.
Board Composition & Governance Committee Structure
The Board of Trustees/Directors (hereinafter, the “Board” or “Boards”, and the members thereof, each, a “Director”, and collectively, the “Directors”) of State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc. (collectively, the “Funds”) have adopted a policy in compliance with applicable law to have at least a majority of each Board composed of disinterested directors (hereinafter, the “Independent Directors”), as defined under the Investment Company Act of 1940 (the “1940 Act”), of the Funds.
Notwithstanding the above statement, as a result of the acquisition of GE Asset Management Incorporated by State Street Corporation, during the period of July 1, 2016 through June 30, 2019, each Board has a policy consistent with Section 15(f)(1)(A) of the 1940 Act to have at least 75% of the Board composed of Independent Trustees/Directors with respect to both SSGA Funds Management, Inc. and GE Asset Management Incorporated.
There shall also be a committee of the Board to be known as the Governance Committee (the “Committee”). The Committee shall be composed solely of Independent Directors. There shall be three members of this Committee; although a majority of the Independent Directors may change the number of Committee members at any time, and shall nominate members of the Committee. The Chairperson of the Board shall serve as the Chairperson of the Committee. The Chairperson of the Committee shall set the agenda for, and preside at, each meeting of the Committee and shall engage in other activities on behalf of the Committee, as determined from time to time by the Committee. A list of the current members of the Committee is attached to these procedures asAppendix A.
1. Meetings
The Committee may meet either on its own or in conjunction with meetings of the full Board. Meetings of the Committee may be held in person, by videoconference or by conference telephone. Where appropriate, the Committee may take action by unanimous written consent in lieu of a meeting.
2. Responsibilities
The duties of the Committee are:
to select and nominate persons for election or appointment as Directors including Independent Directors and Directors who are interested persons of
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to review from time to time the compensation payable to the Independent Directors and to make recommendations to the Board with respect thereto;
to review and evaluate no less frequently than annually the functioning of the Board and the various committees of the Board and to make recommendations to the Board with respect thereto;
to select independent legal counsel to the Independent Directors and recommend the retention of such counsel to the Independent Directors; and
to consult with independent counsel for the Independent Directors so that it may be apprised of regulatory developments affecting governance issues.
to confirm no less frequently than annually the independent status of the Independent Directors.
3. Nomination of Independent Directors
After a determination by the Committee that a person should be nominated as an additional Independent Director, or as soon as practical after a vacancy occurs or it appears that a vacancy is about to occur for an Independent Director position, the Committee shall nominate a person for appointment by a majority of the members of the full Board. Prior to a meeting of the shareholders of the Funds called for the purpose of electing Independent Directors, a Funds’ Committee shall nominate one or more persons for election as Independent Directors at such meeting.
Evaluation by the Committee of a person as a potential nominee to serve as an Independent Director should include (but need not be limited to):
upon advice of independent legal counsel to the Board, whether or not the person is “independent” and whether the person is otherwise qualified under applicable laws and regulations to serve as a Director of the Fund;
whether or not the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of an Independent Director;
the contribution which the person can make to the Board and the Fund, with consideration being given to the person’s business experience, education and such other factors as the Committee may consider relevant;
the character and integrity of the person;
desirable personality traits of the individual including independence, leadership and the ability to work with the other members of the Board; and
consistent with the 1940 Act, the Committee may consider recommendations from management in its evaluation process, as it deems appropriate.
In addition, the Committee may consider whether a nominee’s professional experience, education, skills and other individual qualities and attributes, including gender, race or national origin, would provide beneficial diversity of skills, experience or perspective to the Board’s membership and collective attributes. Such considerations will vary based on the Board’s existing membership and other factors, such as the strength of a potential nominee’s overall qualifications relative to diversity considerations.
The Committee shall review nominees recommended to the Board by shareholders and shall evaluate such nominees in the same manner as it evaluates nominees identified by the Committee.
As long as any class of any Fund is subject to any provision of the 1940 Act and/or any rule or regulation adopted thereunder that requires that the selection and nomination of the Independent Director of a Fund be limited solely to the discretion of the Independent Directors, the Committee shall comply with such requirements.
4. Review of Compensation
The Committee shall periodically review and recommend the amount of compensation payable to the Independent Directors and other Directors who are not employees of any adviser or principal underwriter of the Fund and report its findings and recommendations to the full Board. Compensation shall be based on the responsibilities and duties of the Independent Director.
5. Evaluation Function
The Funds’ Committee shall work together to implement a periodic evaluation process of the Boards’ effectiveness, and all committees of such Boards. The evaluation should consider the effectiveness of a Fund’s committee structure and the number of Funds on whose Boards each Director serves. The evaluation process should occur no less frequently than annually and the Funds’ Board minutes should reflect that the evaluation occurred and should list the agenda items discussed.
6. Selection of Counsel
The Committee shall consider and oversee the selection of independent legal counsel to the Independent Directors and recommend such counsel to the Independent Directors. In making such recommendation, the Committee will examine and monitor such legal counsel’s client relationships in order to ascertain continued independence.
7. Independent Director Meetings
The Committee shall meet, at least quarterly, in a separate session with the other Independent Directors to discuss matters related to corporate governance, including matters specific to the Fund, the investment performance of SSGA Funds Management, Inc. and the performance of other service providers.
8. Independent Director Staff
The Independent Directors, including the Committee, are authorized, at their own discretion, to hire reasonable staff, consultants or other experts to assist them on matters requiring additional expertise. The associated reasonable expense will be an appropriate Fund expense.
9. Retirement Policy
A Board member shall retire on or before December 31 of the year in which he/she turns 75.
10. Review of Charter & Responsibilities
The Committee shall periodically review the role of the Committee and this Charter and make recommendations to the Independent Directors with respect thereto.
11. Maintenance of Charter & Procedures
Each Fund shall maintain and preserve in an easily accessible place a copy of the current Charter and any prior version approved by the Board.
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APPENDIX A
The FUND’S GOVERNANCE COMMITTEE
Current as of December 14, 2017
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BENEFICIAL OWNERS OF MORE THAN 5% OF ANY CLASS OF ANY FUND
As of SeptemberJune 30, 2018,2021, the following shareholders owned of record 5% or more of the issued and outstanding shares of a class of each constituent fund of the Companies,Fund, as described. Such shares may be held pursuant to a shareholder servicing arrangement in omnibus accounts for underlying shareholders:
STATE STREET INSTITUTIONAL FUNDS
Fund |
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| Name and Address | Percentage of Ownership | ||||
STATE STREET INSTITUTIONAL PREMIER GROWTH EQUITY FUND- Institutional Class | WELLS FARGO BANK NA FBO
| % | ||||
STATE STREET INSTITUTIONAL PREMIER GROWTH EQUITY FUND- Institutional Class | DEAN & MARGARET LESHER FOUNDATION ATTN LINDA DAVIS 1333 N CALIFORNIA BLVD STE 330 WALNUT CREEK, CA 94596-4587 | 20.00 | % | |||
STATE STREET INSTITUTIONAL PREMIER GROWTH EQUITY FUND- Institutional Class | WELLS FARGO MODESTO RETIREE MED – STATE STREET P.O. BOX 1533 MINNEAPOLIS, MN 55480-1533 | 11.04 | % | |||
STATE STREET INSTITUTIONAL PREMIER GROWTH EQUITY FUND- Service Class | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
499 WASHINGTON BLVD JERSEY CITY, NJ 07310-1995 | % | ||||
STATE STREET INSTITUTIONAL PREMIER GROWTH EQUITY FUND- Service Class | WELLS FARGO BANK FBO VARIOUS RETIREMENT PLANS 1525 WEST WT HARRIS BLVD CHARLOTTE, NC 28262-8522 | 30.86 | % | |||
STATE STREET INSTITUTIONAL PREMIER GROWTH EQUITY FUND- Service Class | MASS MUTUAL INSURANCE CO 1295 STATE STREET C105 SPRINGFIELD, MA 01111-0001 | 14.30 | % | |||
STATE STREET INSTITUTIONAL PREMIER GROWTH EQUITY FUND- Service Class | TD AMERITRADE INC FOR THE EXCLUSIVE BENEFIT OF OUR CLIENTS P.O. BOX 2226 OMAHA, NE 68103-2226 | 10.78 | % | |||
STATE STREET INSTITUTIONAL PREMIER GROWTH EQUITY FUND- Service Class | GREAT-WEST TRUST COMPANY LLC TTEE F EMPLOYEE BENEFITS CLIENTS 401K 8515 E ORCHARD ROAD 2T2 GREENWOOD VLG, CO 80111-5002 | 10.01 | % | |||
STATE STREET VARIABLE INSURANCE SERIES FUNDS, INC.
A-1
| STATE STREET VARIABLE INSURANCE SERIES FUNDS, INC. | ||||||
Fund | Name and Address | Percentage of Ownership | ||||
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| STATE STREET PREMIER GROWTH EQUITY V.I.S. FUND | GENWORTH LIFE INSURANCE COMPANY OF NEW YORK SEPARATE ACCOUNT ATTN VARIABLE ACCOUNTING 6610 W BROAD ST BLDG 3 5TH FLR RICHMOND VA 23230-1702 | % | ||||
| STATE STREET PREMIER GROWTH EQUITY V.I.S. FUND | GENWORTH LIFE INSURANCE COMPANY POWER PORTFOLIO ATTN VARIABLE ACCOUNTING 6610 W BROAD ST BLDG 3 5TH FLR RICHMOND VA 23230-1702 | |||||
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A-2
INDEPENDENT TRUSTEE COMPENSATION
STATE STREET INSTITUTIONAL FUNDS
The table below sets forth the compensation that Independent Trustees received from SSIF during the fiscal year ended September 30, 2018.
Independent Trustee | Fund Name | Total Compensation from Fund | Total Compensation from all Investment Companies Managed by SSGA FM | |||||||
John R. Costantino | STATE STREET INSTITUTIONAL U.S. EQUITY FUND | $ | 14,277.52 | $ | 170,000.00 | |||||
| STATE STREET INSTITUTIONALSMALL-CAP EQUITY FUND | $ | 33,707.02 | ||||||||
| STATE STREET INSTITUTIONAL PREMIER GROWTH EQUITY FUND | $ | 7,874.41 | ||||||||
| STATE STREET INSTITUTIONAL INTERNATIONAL EQUITY FUND | $ | 28,533.73 | ||||||||
| STATE STREET ACTIVE CORE BOND FUND | $ | 6,698.57 | ||||||||
Donna M. Rapaccioli | STATE STREET INSTITUTIONAL U.S. EQUITY FUND | $ | 13,437.67 | $ | 160,000.00 | |||||
| STATE STREET INSTITUTIONALSMALL-CAP EQUITY FUND | $ | 31,724.27 | ||||||||
| STATE STREET INSTITUTIONAL PREMIER GROWTH EQUITY FUND | $ | 7,411.21 | ||||||||
| STATE STREET INSTITUTIONAL INTERNATIONAL EQUITY FUND | $ | 26,855.28 | ||||||||
| STATE STREET ACTIVE CORE BOND FUND | $ | 6,304.54 | ||||||||
STATE STREET VARIABLE INSURANCE SERIES FUNDS, INC.
The table below sets forth the compensation that Independent Trustees received from VIS during the fiscal year ended December 31, 2017.
Independent Trustee | Fund Name | Total Compensation from Fund | Total Compensation from all Investment Companies Managed by SSGA FM | |||||||
John R. Costantino | STATE STREET INCOME V.I.S. FUND | $ | 605.60 | $ | 170,000.00 | |||||
| STATE STREET PREMIER GROWTH EQUITY V.I.S. FUND | $ | 806.97 | ||||||||
| STATE STREET REAL ESTATE SECURITIES V.I.S. FUND | $ | 1,720.38 | ||||||||
| STATE STREET S&P 500 INDEX V.I.S. FUND | $ | 225.04 | ||||||||
| STATE STREETSMALL-CAP EQUITY V.I.S. FUND | $ | 1,002.95 | ||||||||
| STATE STREET U.S. EQUITY V.I.S. FUND | $ | 656.08 | ||||||||
| STATE STREET TOTAL RETURN V.I.S. FUND | $ | 54,925.39 | ||||||||
Donna M. Rapaccioli | STATE STREET INCOME V.I.S. FUND | $ | 569.98 | $ | 160,000.00 | |||||
| STATE STREET PREMIER GROWTH EQUITY V.I.S. FUND | $ | 759.50 | ||||||||
| STATE STREET REAL ESTATE SECURITIES V.I.S. FUND | $ | 1,619.18 | ||||||||
| STATE STREET S&P 500 INDEX V.I.S. FUND | $ | 211.81 | ||||||||
| STATE STREETSMALL-CAP EQUITY V.I.S. FUND | $ | 943.95 | ||||||||
| STATE STREET U.S. EQUITY V.I.S. FUND | $ | 617.49 | ||||||||
| STATE STREET TOTAL RETURN V.I.S. FUND | $ | 51,694.45 | ||||||||
SHARES ISSUED AND OUTSTANDING & NUMBER OF VOTES
(BY FUND)
The following table sets forth the number of shares of each class of each constituent fund of the Companies issued and outstanding as well as the number of votes corresponding to those shares as of the Record Date:
STATE STREET INSTITUTIONAL FUNDS
Fund | Share Class | Shares Outstanding | Number of Votes | |||||||
STATE STREET INSTITUTIONAL U.S. EQUITY FUND | Investment | 31,410,338.06 | 31,410,338.06 | |||||||
STATE STREET INSTITUTIONAL U.S. EQUITY FUND | Service | 7,089.49 | 7,089.49 | |||||||
STATE STREET INSTITUTIONALSMALL-CAP EQUITY FUND | Investment | 68,816,213.28 | 68,816,213.28 | |||||||
STATE STREET INSTITUTIONALSMALL-CAP EQUITY FUND | Service | 119,364.07 | 119,364.07 | |||||||
STATE STREET INSTITUTIONAL PREMIER GROWTH EQUITY FUND | Investment | 20,911,606.51 | 20,911,606.51 | |||||||
STATE STREET INSTITUTIONAL PREMIER GROWTH EQUITY FUND | Service | 859,114.26 | 859,114.26 | |||||||
STATE STREET INSTITUTIONAL INTERNATIONAL EQUITY FUND | Investment | 5,476,043.09 | 5,476,043.09 | |||||||
STATE STREET INSTITUTIONAL INTERNATIONAL EQUITY FUND | Service | 1,336,274.54 | 1,336,274.54 | |||||||
STATE STREET ACTIVE CORE BOND FUND | Investment | 24,315,990.75 | 24,315,990.75 | |||||||
STATE STREET ACTIVE CORE BOND FUND | Service | 8,617.77 | 8,617.77 | |||||||
Fund | Share Class | Shares Outstanding | Number of Votes | |||||||
STATE STREET INSTITUTIONAL | Investment | 7,570,802.710 | 7,570,802.710 | |||||||
STATE STREET INSTITUTIONAL | Service | 841,266.108 | 841,266.108 | |||||||
STATE STREET VARIABLE INSURANCE SERIES FUNDS, INC.
Fund | Share Class | Shares Outstanding | Number of Votes | |||||||
STATE STREET INCOME V.I.S. FUND | Class 1 | 1,695,640.93 | 1,695,640.93 | |||||||
STATE STREET PREMIER GROWTH EQUITY V.I.S. FUND | Class 1 | 321,612.48 | 321,612.48 | |||||||
STATE STREET REAL ESTATE SECURITIES V.I.S. FUND | Class 1 | 4,490,228.40 | 4,490,228.40 | |||||||
STATE STREET S&P 500 INDEX V.I.S. FUND | Class 1 | 3,909,159.02 | 3,909,159.02 | |||||||
STATE STREETSMALL-CAP EQUITY V.I.S. FUND | Class 1 | 2,441,968.27 | 2,441,968.27 | |||||||
STATE STREET U.S. EQUITY V.I.S. FUND | Class 1 | 561,140.58 | 561,140.58 | |||||||
STATE STREET TOTAL RETURN V.I.S. FUND | Class 1 | 39,809,012.42 | 39,809,012.42 | |||||||
STATE STREET TOTAL RETURN V.I.S. FUND | Class 3 | 64,123,928.03 | 64,123,928.03 | |||||||
Fund | Share Class | Shares Outstanding | Number of Votes | |||||||
STATE STREET PREMIER GROWTH | Class 1 | 282,837.971 | 282,837.971 | |||||||
B-1
PROXY TABULATOR
P.O. BOX 9112STATE STREET GLOBAL ADVISORS
FARMINGDALE, NY 11735ONE IRON STREET
BOSTON, MA 02210
  | To authorize your proxy by Internet
1) Read the Proxy Statement and have the proxy card below at hand. 2) Go to websitewww.proxyvote.comor scan the QR Barcode above 3) Follow the instructions provided on the website. | |
  | To authorize your proxy by Telephone
1) Read the Proxy Statement and have the proxy card below at hand. 2) Call1-800-690-6903 3) Follow the instructions. | |
  | To vote by Mail
1) Read the Proxy Statement. 2) Check the appropriate box on the proxy card below. 3) Sign and date the proxy card. 4) Return the proxy card in the envelope provided. | |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
| KEEP THIS PORTION FOR YOUR RECORDS | ||||
| DETACH AND RETURN THIS PORTION ONLY | ||||
Each Board unanimously recommends that you vote “FOR”
| For
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1. To approve a change to each respective Fund’s sub-classification under the Investment Company Act of 1940 from “diversified” to “non-diversified” and to eliminate the related fundamental investment restriction for each respective Fund. | ||||||||||||||||||||
| ☐ | ☐ | ☐ | |||||||||||||||||
To transact such other business as may properly come before the Combined Special Meeting or any | ||||||||||||||||||||
Please sign this proxy exactly as your name appears on the books of the Fund. Joint owners should each sign personally. Directors and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.
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Signature [PLEASE SIGN WITHIN BOX] | Date | Signature [Joint Owners] | Date | |||||||
Important Notice Regarding the Availability of Proxy Materials
for the Combined Special Meeting of Shareholders:
The Proxy Statement is available at www.proxyvote.com.
| D57760-S28395 | ||||
STATE STREET INSTITUTIONAL FUNDS
STATE STREET VARIABLE INSURANCE SERIES FUNDS, INC.
PROXY FOR A COMBINED SPECIAL MEETING OF SHAREHOLDERS
ON JANUARY 10, 2019SEPTEMBER 29, 2021
This proxy is solicited by the Boards of Trustees of State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc. (collectively, the “Companies”) for use at a Combined Special Meeting of shareholders of the CompaniesState Street Institutional Premier Growth Equity Fund and State Street Premier Growth Equity V.I.S. Fund (the “Combined Special Meeting”) to be held at 11:2:00 a.m.,PM, local time, on January 10, 2019September 29, 2021 at the offices of SSGA Funds Management, Inc., One LincolnIron Street, Boston, MA 02111.Massachusetts 02210 and any postponement(s) or adjournment(s) thereof.
The undersigned hereby appoints Ellen M. Needham and Ann Carpenter, and each of them separately, with full power of substitution to each, as proxies of the undersigned, to represent the undersigned, and to vote, as designated on the reverse side of this proxy card, at the above-stated Combined Special Meeting and at any and all adjournments and postponements thereof, all shares of the Fund that the undersigned is entitled to vote at the Combined Special Meeting, and at any and all adjournments and postponements thereof, on the matter listed on the reverse side of this proxy card andin theirdiscretionon any othermatterwhichmay come beforethe CombinedSpecialMeeting, and at any and all adjournmentsand postponementsthereof.In a case wherethe undersignedfails to designatea choice on the matterlistedon the reverseside of this proxy card, the proxieswill vote in favorof the matterat the CombinedSpecialMeeting, and at any and all adjournmentsand postponementsthereof.
PLEASE VOTE, SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735
 | To vote by Internet
1) Read the Proxy Statement and have the voting instruction card below at hand. 2) Go to websitewww.proxyvote.com 3) Follow the instructions provided on the website. | |
 | To vote by Telephone
1) Read the Proxy Statement and have the voting instruction card below at hand. 2) Call1-800-690-6903 3) Follow the instructions. | |
 | To vote by Mail
1) Read the Proxy Statement. 2) Check the appropriate box on the voting instruction card below. 3) Sign and date the voting instruction card. 4) Return the voting instruction card in the envelope provided. | |
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | D58351-Z80873 | KEEP THIS PORTION FOR YOUR RECORDS | ||
| DETACH AND RETURN THIS PORTION ONLY | ||||
Each Board unanimously recommends that you vote “FOR”
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1. To | ☐ | ☐ | ☐ | ||||||||||||||||
To transact such other business as may properly come before the Combined Special Meeting or any | |||||||||||||||||||
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | |||||||||||||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature [Joint Owners] | Date | |||||||
Important Notice Regarding the Availability of Proxy Materials
for the
Combined Special Meeting of Shareholders:
The Proxy Statement is available at
www.proxyvote.com.
D58352-Z80873 | ||||
VOTING INSTRUCTION CARD
STATE STREET INSTITUTIONAL FUNDS
STATE STREET VARIABLE INSURANCE SERIES FUNDS, INC.
PROXY FOR A COMBINED SPECIAL MEETING OF SHAREHOLDERS
ON JANUARY 10, 2019SEPTEMBER 29, 2021
The undersigned hereby appoints the Insurance Company mentioned on the reverse side of this Voting Instruction Card and hereby authorizes itthem to represent and to vote, as designated on the reverse, at the Combined Special Meeting of Shareholders to be held on January 10, 2019,September 29, 2021, and at any adjournments thereof, all shares of the Fund attributable to his or her participation in an annuitycontract or life insurance contract issued by such Insurance Companyinterest therein as directed on the reverse side of this Card. IF THIS VOTING INSTRUCTION CARD IS SIGNED AND RETURNED WITH NO CHOICESCHOICE INDICATED, THE SHARES WILL BE VOTED “FOR” THE PROPOSAL.
If you fail to return this Voting Instruction Card, depending on the separate account, the Insurance Company will either not vote all shares attributable to the account value, or will vote all shares attributable to the account value in proportion to all voting instructions for the Fund actually received from contract holders in the separate account.
PLEASE DATE AND SIGN NAME OR NAMES AS PRINTED ON THE REVERSE SIDE TO AUTHORIZE THE VOTING OF THE SHARES AS INDICATED. IF SIGNING AS A REPRESENTATIVE, PLEASE INCLUDE CAPACITY.
PLEASE VOTE YOUR VOTING INSTRUCTION CARD TODAY