As filed with the Securities and Exchange Commission On September 20, 2021
Securities Act Registration No. 333-253948
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER | ||||
THE SECURITIES ACT OF 1933 | ☒ | |||
Pre-Effective Amendment No. | ☐ | |||
Post-Effective Amendment No. 2 | ☒ |
STATE STREET INSTITUTIONAL INVESTMENT TRUST
(Exact Name of Registrant as Specified in Charter)
One Iron Street, Boston, Massachusetts 02210
(Address of Principal Executive Offices)
Registrant’s Telephone Number, including Area Code: (617) 664-1465
Sean O’Malley, Esq.
Senior Vice President and Deputy General Counsel
c/o SSGA Funds Management, Inc.
One Iron Street
Boston, Massachusetts 02210
With copy to:
Timothy W. Diggins, Esq.
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199-3600
It is proposed that this filing will become effective immediately.
An indefinite amount of the Registrant’s securities have been registered under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940. In reliance upon such Rule, no filing fee is paid at this time.
Explanatory Note
This Post-Effective Amendment No. 2 to the State Street Institutional Investment Trust (the “Trust”) Registration Statement on Form N-14 hereby incorporates Part A and Part B to the Registration Statements on Form N-14 filed on March 24, 2021. This Post-Effective Amendment No. 2 is being filed for the purpose of adding the final tax opinions as an exhibit to Part C of the Registration Statement.
PART C
OTHER INFORMATION
Item 15. | Indemnification. |
Under the terms of the Registrant’s Amended and Restated Declaration of Trust, Article VIII, the Registrant is required, subject to certain exceptions and limitations, to indemnify each of its Trustees and officers, including persons who serve at the Registrant’s request as directors, officers or trustees of another organization in which the Registrant has any interest as a shareholder, creditor or otherwise who may be indemnified by the Registrant under the Investment Company Act of 1940, as amended.
Under a separate Indemnification Agreement by and among the Registrant and each Trustee, the Registrant has undertaken to indemnify and advance expenses to each Trustee in a manner consistent with the laws of the Commonwealth of Massachusetts. The Agreement precludes indemnification or advancement of expenses with respect to “disabling conduct” (willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of office) and sets forth reasonable and fair means for determining whether indemnification or advancement of expenses shall be made.
Item 16. | Exhibits. |
Item 17. | Undertakings |
1. | The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) under the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
2. | The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. |
SIGNATURES
As required by the Securities Act of 1933, this registration statement has been signed on behalf of the Registrant, in the City of Boston and Commonwealth of Massachusetts on the 20th day of September, 2021.
STATE STREET INSTITUTIONAL INVESTMENT TRUST | ||
By: | /s/ Ellen M. Needham | |
Ellen M. Needham President |
Pursuant to the requirements of the 1933 Act, this Registration Statement for the Trust has been signed below by the following persons in the capacities indicated on the 20th day of September, 2021:
Signature | Signature | |||
/s/ Michael F. Holland* | /s/ Donna M. Rapaccioli* | |||
Michael F. Holland, Trustee | Donna M. Rapaccioli, Trustee | |||
/s/ Patrick J. Riley* | /s/ Richard D. Shirk* | |||
Patrick J. Riley, Trustee | Richard D. Shirk, Trustee | |||
/s/ Michael A. Jessee* | ||||
Michael A. Jessee, Trustee | ||||
/s/ Bruce S. Rosenberg | /s/ Bruce D. Taber* | |||
Bruce S. Rosenberg, Treasurer (Principal Financial Officer and Principal Accounting Officer) | Bruce D. Taber, Trustee | |||
/s/ Ellen M. Needham | /s/ John R. Costantino* | |||
Ellen M. Needham, President (Principal Executive Officer) and Trustee | John R. Costantino, Trustee |
*By: | /s/ David Barr | |
David Barr Attorney-in-Fact Pursuant to Powers of Attorney |
Exhibit Index
(12) | Opinion of Ropes & Gray LLP as to tax matters in connection with the reorganization of General Electric RSP U.S. Equity Fund into State Street U.S. Core Equity Fund. | |
12 (a) | Consent of Ropes & Gray LLP as to filing of tax opinions in connection with the reorganization of General Electric RSP U.S. Equity Fund into State Street U.S. Core Equity Fund and the reorganization of General Electric RSP Income Fund into State Street Income Fund. | |
12 (b) | Opinion of Ropes & Gray LLP as to tax matters in connection with the reorganization of General Electric RSP Income Fund into State Street Income Fund. |