As filed with the U.S. Securities and Exchange Commission on March 29, 2023
1933 Act File No. 333-30810
1940 Act File No. 811-09819
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 | ☒ | |
Post-Effective Amendment No. 296 | ☒ |
and/or
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940 | ☒ | |
Amendment No. 298 | ☒ |
STATE STREET INSTITUTIONAL INVESTMENT TRUST
(Exact Name of Registrant as Specified in Charter)
One Iron Street
Boston, Massachusetts 02210
(Address of Principal Executive Offices)
(617) 664-1465
(Registrant’s Telephone Number)
Sean O’Malley, Esq.
Senior Vice President and General Counsel
c/o SSGA Funds Management, Inc.
One Iron Street
Boston, Massachusetts 02210
(Name and Address of Agent for Service)
Copies to:
Timothy W. Diggins, Esq.
Ropes & Gray LLP
Prudential Tower, 800 Boylston Street
Boston, Massachusetts 02199-3600
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d).
Explanatory Note
This Post-Effective Amendment No. 296 to the Registration Statement on Form N-1A (File No. 333-30810) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of adding exhibits to such Registration Statement. Accordingly, this Post-Effective Amendment No. 296 consists only of a facing page, this explanatory note, and Part C of the Registration Statement on Form N-1A. This Post-Effective Amendment No. 296 does not change the form of any prospectus or Statement of Additional Information included in post-effective amendments previously filed with the Securities and Exchange Commission (the “SEC”). As permitted by Rule 462(d), this Post-Effective Amendment No. 296 shall become effective upon filing with the SEC.
PART C
OTHER INFORMATION
Item 28. | Exhibits |
+ | Post-Effective Amendment No. 8 was filed with the Commission on January 30, 2002. The next Post-Effective Amendment, filed on April 30, 2002, should have been sequentially numbered Post-Effective Amendment No. 9. Due to a scrivener’s error, it was numbered Post-Effective Amendment No. 10. Such Post-Effective Amendment has been referred to in this Part C as Post-Effective Amendment No. 9. |
Item 29. | Persons Controlled By or Under Common Control With Registrant |
See the Statement of Additional Information regarding the Trust’s control relationships.
Item 30. | 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 31. | Business and Other Connections of Investment Adviser |
Any other business, profession, vocation or employment of a substantial nature in which each director or principal officer of each investment adviser is or has been, at any time during the last two fiscal years, engaged for his or her own account or in the capacity of director, officer, employee, partner or trustee are as follows:
SSGA FUNDS MANAGEMENT, INC.:
SSGA FM serves as the investment adviser for each series of the Trust. SSGA FM is a wholly-owned subsidiary of State Street Global Advisors, Inc., which itself is a wholly-owned subsidiary of State Street Corporation. SSGA FM and other advisory affiliates of State Street Corporation make up State Street Global Advisors (“SSGA”), the investment management arm of State Street Corporation. The principal address of SSGA FM is One Iron Street, Boston, Massachusetts 02210. SSGA FM is an investment adviser registered under the Investment Advisers Act of 1940.
Below is a list of the directors and principal executive officers of SSGA FM and their principal occupation(s). Unless otherwise noted, the address of each person listed is One Iron Street, Boston, Massachusetts 02210.
Name | Position with and Name of Other Company | |
Ellen Needham | Chairman, Director and President of SSGA FM; Senior Vice President/Senior Managing Director of SSGA | |
Sean Driscoll | Director of SSGA FM; Managing Director of SSGA | |
Barry F.X. Smith | Director of SSGA FM; Executive Vice President of SSGA | |
Lori Heinel | Director of SSGA FM; Executive Vice President of SSGA | |
Apea Amoa | Director of SSGA FM; Managing Director and Chief Financial Officer of SSGA | |
Jaclyn Collier | Chief Compliance Officer of SSGA GM; Senior Vice President/Senior Managing Director and Chief Compliance Officer of SSGA | |
Bo Trevino | Treasurer of SSGA FM; Vice President of SSGA | |
Sean O’Malley, Esq. | Chief Legal Officer of SSGA FM; Senior Vice President/Senior Managing Director and General Counsel of SSGA | |
Ann Carpenter | Chief Operating Officer of SSGA FM; Managing Director of SSGA | |
Timothy Corbett | Chief Risk Officer of SSGA FM; Senior Vice President/Senior Managing Director of SSGA | |
Jamie Bernardi | Derivates Risk Manager of SSGA FM; Managing Director of SSGA | |
Christyann Weltens | Derivates Risk Manager of SSGA FM; Vice President of SSGA | |
David Urman, Esq. | Clerk of SSGA FM; Vice President and Senior Counsel of SSGA | |
Daniel Furman, Esq. | Assistant Clerk of SSGA FM; Managing Director and Managing Counsel of SSGA | |
Leanne Dunn, Esq. | Assistant Clerk of SSGA FM; Managing Director and Senior Counsel of SSGA | |
Michael Pastore, Esq. | Assistant Clerk of SSGA FM; Managing Director and Senior Counsel of SSGA |
Item 32. | Principal Underwriters |
(a) | SSGA FD, One Iron Street, Boston, Massachusetts 02210, serves as the Trust’s principal underwriter and also serves as the principal underwriter for the following investment companies: State Street Institutional Funds, State Street Variable Insurance Series Funds, Inc., SSGA Funds, SPDR Series Trust, SPDR Index Shares Funds, SSGA Active Trust, State Street Institutional Investment Trust, Elfun Tax-Exempt Income Fund, Elfun Income Fund, Elfun International Equity Fund, Elfun Government Money Market Fund, Elfun Trusts and Elfun Diversified Fund. |
(b) | To the best of the Trust’s knowledge, the managers and executive officers of SSGA FD are as follows: |
Name and Principal Business Address* | Positions and Offices with Underwriter | Positions and Offices with the Trust | ||
Barry F. X. Smith | President, Chairman and Manager | None | ||
Timothy Corbett | Manager | None | ||
Steven Lipiner | Manager | None | ||
Ellen Needham | Manager | President and Trustee | ||
Christine Stokes | Manager | None | ||
John Tucker | Manager | None | ||
Jaclyn Collier | Chief Compliance Officer and Anti-Money Laundering Officer | None | ||
David Maxham | Chief Financial Officer | None |
* | The principal business address for each of the above managers and executive officers is One Iron Street, Boston, Massachusetts 02210. |
(c) | Not applicable. |
Item 33. | Location of Accounts and Records |
The accounts and records of the Trust are located, in whole or in part, at the office of the Trust and the following locations:
State Street Institutional Investment Trust
One Iron Street
Boston, Massachusetts 02210
SSGA Funds Management, Inc.
One Iron Street
Boston, Massachusetts 02210
SSGA FM serves as the Administrator for all Funds and Portfolios.
State Street Bank and Trust Company serves as the Sub-Administrator for all Funds and Portfolios.
State Street Bank and Trust Company serves as the Custodian, Transfer Agent and Dividend Disbursing Agent for all Funds, except State Street Bank and Trust Company does not serve as the Transfer Agent/Dividend Disbursing Agent for the State Street Institutional Liquid Reserves Fund, State Street Institutional U.S. Government Money Market Fund, State Street Institutional Treasury Money Market Fund, State Street Institutional Treasury Plus Money Market Fund, State Street Aggregate Bond Index Fund, State Street Equity 500 Index Fund, State Street Global All Cap Equity ex-U.S. Index Fund, State Street Target Retirement 2020 Fund, State Street Target Retirement 2025 Fund, State Street Target Retirement 2030 Fund, State Street Target Retirement 2035 Fund, State Street Target Retirement 2040 Fund, State Street Target Retirement 2045 Fund, State Street Target Retirement 2050 Fund, State Street Target Retirement 2055 Fund, State Street Target Retirement 2060 Fund, State Street Target Retirement 2065 Fund, State Street Target Retirement Fund, State Street Hedged International Developed Equity Index Fund, State Street Small/Mid Cap Equity Index Fund, State Street Emerging Markets Equity Index Fund, State Street Treasury Obligations Money Market Fund, State Street Income Fund, State Street U.S. Core Equity Fund and State Street Diversified Income Fund.
State Street Bank and Trust Company
100 Summer Street, 7th Floor
Boston, Massachusetts 02111
SS&C GIDS, Inc.
SS&C GIDS, Inc. serves as the Transfer Agent/Dividend Disbursing Agent for the State Street Institutional Liquid Reserves Fund, State Street Institutional U.S. Government Money Market Fund, State Street Institutional Treasury Money Market Fund, State Street Institutional Treasury Plus Money Market Fund, State Street Aggregate Bond Index Fund, State Street Equity 500 Index Fund, State Street Global All Cap Equity ex-U.S. Index Fund, State Street Target Retirement 2020 Fund, State Street Target Retirement 2025 Fund, State Street Target Retirement 2030 Fund, State Street Target Retirement 2035 Fund, State Street Target Retirement 2040 Fund, State Street Target Retirement 2045 Fund, State Street Target Retirement 2050 Fund, State Street Target Retirement 2055 Fund, State Street Target Retirement 2060 Fund, State Street Target Retirement 2065 Fund, State Street Target Retirement Fund, State Street Hedged International Developed Equity Index Fund, State Street Small/Mid Cap Equity Index Fund, State Street Emerging Markets Equity Index Fund, State Street Treasury Obligations Money Market Fund and State Street Diversified Income Fund.
SS&C GIDS, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
U.S. Bancorp Fund Services, LLC
U.S. Bancorp Fund Services, LLC serves as Transfer Agent/Dividend Paying Agent for the State Street Income Fund and State Street U.S. Core Equity Fund.
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202-5207
Item 34. | Management Services |
Not applicable.
Item 35. | Undertakings |
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended, the Registrant, State Street Institutional Investment Trust (the “Trust”) has duly caused this Post-Effective Amendment to the Trust’s Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Boston and Commonwealth of Massachusetts on the 29th day of March, 2023.
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 as indicated on the 29th day of March, 2023:
Signature | Title | Date | ||
/s/ Patrick J. Riley* | Trustee | March 29, 2023 | ||
Patrick J. Riley | ||||
/s/ Michael A. Jessee* | Trustee | March 29, 2023 | ||
Michael A. Jessee | ||||
/s/ Donna M. Rapaccioli* | Trustee | March 29, 2023 | ||
Donna M. Rapaccioli | ||||
/s/ Richard D. Shirk* | Trustee | March 29, 2023 | ||
Richard D. Shirk | ||||
/s/ John R. Costantino* | Trustee | March 29, 2023 | ||
John R. Costantino | ||||
/s/ Margaret McLaughlin* | Trustee | March 29, 2023 | ||
Margaret McLaughlin | ||||
/s/ George M. Pereira* | Trustee | March 29, 2023 | ||
George M. Pereira | ||||
/s/ Mark E. Swanson* | Trustee | March 29, 2023 | ||
Mark E. Swanson | ||||
/s/ Bruce S. Rosenberg | Treasurer and Principal Financial Officer | March 29, 2023 | ||
Bruce S. Rosenberg | ||||
/s/ Ellen M. Needham | President (Principal Executive Officer) and Trustee | March 29, 2023 | ||
Ellen M. Needham |
*By: | /s/ David Barr | |
David Barr Attorney-in-Fact Pursuant to Powers of Attorney |
EXHIBIT INDEX
Exhibit No. | Exhibit | |
(j)(2) | Consent of BBD, LLP | |
(o)(5) | Power of Attorney dated March 10, 2023 |