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  x☒                             Filed by a partyParty other than the Registrant  ¨☐

Check the appropriate box:

GE INSTITUTIONAL FUNDSState 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)

Payment of Filing Fee (Check the appropriate box):

GESTATE STREET INSTITUTIONAL FUNDS

U.S. EQUITY FUNDSTATE STREET VARIABLE INSURANCE SERIES FUNDS, INC.

U.S. LARGE-CAP CORE EQUITY FUND

PREMIER GROWTH EQUITY FUND

SMALL-CAP EQUITY FUND

S&P 500 INDEX FUND

INTERNATIONAL EQUITY FUND

INCOME FUND

STRATEGIC INVESTMENT FUND

1600 SummerOne Iron Street

Stamford, Connecticut 06905Boston, Massachusetts 02210

SPECIAL MEETING OF SHAREHOLDERS1-800-242-0134

YOUR VOTE IS IMPORTANT

May 6, 2016November 19, 2018

Dear Shareholder:Shareholder or Contract Owner,

WeYou are asking for your support forcordially invited to attend a series of important proposals (the “Proposals”) affecting your investment in one or more of the investment portfolios of the GE Institutional Funds (the “Trust”) listed above (each, a “Fund,” and collectively, the “Funds”). Acombined special meeting of shareholders (the “Meeting”(“Special Meeting”) of the shareholders of State Street Institutional Funds willand State Street Variable Insurance Series Funds, Inc. (each, a “Company” and together the “Companies”), to be held to considerat 11:00 a.m., local time, on January 10, 2019 at the Proposals at 1600 Summer Street, Stamford, Connecticut 06905, on June 22, 2016, at 10:00 a.m. (Eastern Time).

At the Meeting, shareholders will be asked to consider and vote on the following Proposals, which relate to the asset purchase agreement entered into on March 29, 2016 by General Electric Company (“GE”) with State Street Corporation (“SSC”) for the saleoffices of the asset management and advisory services business conducted by GE Asset Management Incorporated (“GEAM”), a wholly owned subsidiary of GE and the Funds’ investment adviser, and certain of its subsidiaries (the “Transaction”). The Transaction is expected to close in the third quarter of 2016 pending receipt of certain regulatory approvals and subject to satisfaction of other customary closing conditions. Pursuant to the Transaction, SSGA Funds Management, Inc. (“SSGA FM”), an affiliate of SSC, will acquireOne Lincoln Street, Boston, Massachusetts 02111.

At the rights, title and interest in certain assets, and assume certain liabilities, of GEAM. Under applicable law, the Transaction will result in the automatic termination of each Fund’s current investment advisory and sub-advisory agreements (for Funds with sub-advisers). As a result,Special Meeting, shareholders are being asked to approve new agreements that will provide for a continuous investment programvote for the Funds. Forelection of board members of your Company. Election of all of the reasons explained in detailnominees will have the effect of bringing the membership of the boards 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 accompanying proxy statement (the “Proxy Statement”),GEAMoperations and management among and between the investment companies managed by SSGA FM. The Board of Trustees of the Trust (the “Board”) recommendyour Company unanimously recommends for each Company it oversees that you vote “FOR” each of the nominees included in favorthe proposal.

If you are a contract owner of each Proposal applicablea 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., please be aware that your insurance company holds these shares on your behalf. Although you are not a shareholder of these funds, you have the right to instruct your insurance company on how to vote fund shares corresponding to your Fund, as noted below.investment through your variable contract.

For all Fund shareholders:

For Small-Cap Equity Fund shareholders:

(collectively, the “Small-Cap Equity Fund Sub-Advisers”) (Proposals 3B-3F).proxies or their substitutes.

Shareholders of the S&P 500 Index Fund should note that they are not being asked to approve a new sub-advisory agreement for the Fund. SSGA FM currently serves as sub-adviser of the S&P 500 Index Fund. While the current sub-advisory agreement with respect to the S&P 500 Index Fund will terminate as a result of the Transaction,All shareholders are being askedinvited to approve a new investment advisoryattend the Special Meeting in person. You can access proxy materials and administration agreement with SSGA FM pursuantvote at www.proxyvote.com. Details regarding the matters to Proposal 1. If approved, SSGA FM will become the investment adviser and administrator to the S&P 500 Index Fund and the Fund will not retain a sub-adviser.

It is expected that the personnel providing investment advisory services to the Funds will not change as a result of the Transaction. Upon the closing of the Transaction, it is expected that the existing GEAM team will become employees of SSGA FM and its affiliates, with the same individualsbe acted upon at GEAM currently investing assets on behalf of the Funds doing so as part of SSGA FM in order to facilitate a seamless transition of the portfolio management services provided.

There will be no change in your share ownership in the Funds, nor will there be any change in the investment objective or policies of any Fund in connection with the Transaction. The Funds will not bear the cost of this proxy solicitation. GEAM will bear the cost of this proxy solicitation.

Please note that consummation of the Transaction is subject to various conditions, asSpecial Meeting are described more fully in the enclosed Proxy Statement. Formal notice of the Special Meeting is enclosed, followed by the Proxy Statement.

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, as applicable, is requested.

If you attend the Transaction is not consummated, Proposals 1, 2Special 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 3Aprompt response in this matter and thank you for your continued support.

Sincerely,

Jeanne M. La Porta

President, State Street Institutional Funds and

State Street Variable Insurance Series Funds, Inc.

Important Information to 3F, if approved, will not be implemented.Help You Understand and Provide Voting Instructions on the Proposal

The enclosed Proxy Statement explainsfollowing Q&A is provided to assist you in understanding the Proposals to be consideredproposal. The proposal is described in greater detail.detail in the enclosed proxy statement. Please read it carefully. Although we hope thatthe 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, as applicable — because you can attendhave the Meeting in person, we urge you in any eventright to vote (or instruct your shares at your earliest convenienceinsurance company on how to vote) on an important proposal concerning one or both of State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc. (each, a “Company” and together the “Companies”). The proposal 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 Funds and State Street Variable Insurance Series Funds, Inc.; the terms “Board” or “Board of Trustees” include the Board of Trustees or Board of Directors, as applicable, of each of the Companies; and the terms “Trustee” or “Trustees” include the Trustees or Directors, as applicable, of each of the Companies.

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 make sure thatconsolidate 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 are represented athave an interest in one or both of the Meeting.Companies, you may be asked to vote (or provide voting instructions) on the following proposal for one or both of the Companies:

To ensureelect the following six (6) nominees as Trustees of State Street Institutional Funds 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.

Why does my Company’s Board recommend this proposal?

The Board of Trustees of each Company has separately determined that it is in the best interests of each Fund in the applicable Company to consolidate oversight of the Funds and other registered investment companies advised by SSGA FM by bringing the membership 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.

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.

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 instructions are counted, please:proxy card(s) or voting instruction form, 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, as applicable, and mail it (them) in the enclosed postage-paid return envelope.

Thank you for your prompt attention to this matter. If you have any questions aboutCompanies believe that the Proposals, please contact our proxy information line toll-free at 1-877-361-7965.proposal is in the best interests of each of the Companies.

GE INSTITUTIONAL FUNDS

U.S. EQUITY FUND

U.S. LARGE-CAP CORE EQUITY FUND

PREMIER GROWTH EQUITY FUND

SMALL-CAP EQUITY FUND

S&P 500 INDEX FUND

INTERNATIONAL EQUITY FUND

INCOME FUND

STRATEGIC INVESTMENT FUND

1600 Summer Street

Stamford, Connecticut 06905

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 22, 2016OF

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, 2019

To the Shareholders:Shareholders and Contract Owners:

ANOTICE IS HEREBY GIVEN of a combined special meeting (the “Special Meeting”) of the shareholders (the “Meeting”) of each of the funds listed aboveState Street Institutional Funds and State Street Variable Insurance Series Funds, Inc. (each a “Fund,”“Company and, collectively, the “Funds”“Companies”), each a series of GE Institutional Funds (the “Trust”),.

The Special Meeting will be held at 1600 Summer Street, Stamford, Connecticut 0690511:00 a.m., local time, on June 22, 2016January 10, 2019 at 10:00 a.m. (Eastern Time), or at any adjournment(s) or postponement(s) thereof, for the following purposes:

For all Funds:

For Small-Cap Equity Fund shareholders:

1.

Small-Cap Equity Fund’s existing sub-advisers subsequent toTo elect the terminationfollowing six (6) nominees as Trustees of State Street Institutional Funds 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.(To be voted upon separately by each sub-adviser’s current sub-advisory agreement with respect to the Small-Cap Equity Fund as a result of the Transaction.such Company.)

(collectively,Each Board unanimously recommends that you vote “FOR” the “Small-Cap Equity Fund Sub-Advisers”) (Proposals 3B-3F).Proposal.

Shareholders and contract owners of record as of the S&P 500 Index Fund should note that theyclose of business on November 5, 2018 (“Record Date”) are not being asked to approve a new sub-advisory agreement for the Fund. SSGA FM currently serves as sub-adviser of the S&P 500 Index Fund. While the current sub-advisory agreement with respect to the S&P 500 Index Fund will terminate as a result of the Transaction, shareholders are being asked to approve a new investment advisory and administration agreement with SSGA FM pursuant to Proposal 1. If approved, SSGA FM will become the investment adviser and administrator to the S&P 500 Index Fund and the Fund will not retain a sub-adviser.

The Board of Trustees has fixed April 22, 2016 as the record date for the determination of shareholders entitled to notice of, and to vote at the Meeting, or provide voting instructions at, any adjournment(s) or postponement(s) thereof.

Copies of the Trust’s most recent Annual Report to shareholders are available on the Trust’s website atwww.geam.com/prospectus or will be furnished without charge, upon request, by writing to the Trust at 1600 Summer Street, Stamford, Connecticut 06905 or by calling 1-800-242-0134.

Important Notice Regarding the Availability of Proxy Materials for 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 Shareholdersa 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., please be aware that your insurance company holds these shares on your behalf. Although you are not a shareholder of these Funds, 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 Funds 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.

Please read the Proxy Statement carefully for information concerning the Proposal to be Held on June 22, 2016:

Thisplaced 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 is availableand which instructions are also provided on that website, or by signing, voting and returning your proxy ballot(s) in the internetpostage 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 athttps://proxyonline.com/docs/geam/. any time before they are exercised by submitting a revised proxy, by giving written notice of revocation to the Company or by voting in person at the Special Meeting.

YOUR BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF EACH PROPOSAL.By Order of the Boards,

Jeanne M. La Porta

President, State Street Institutional Funds and

State Street Variable Insurance Series Funds, Inc.

November 19, 2018

PROXY STATEMENT

NOVEMBER 19, 2018

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, 2019

TABLE OF CONTENTS

i

INTRODUCTION

iiEach of State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc. is a separateopen-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). State Street Institutional Funds 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. 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.

GE INSTITUTIONAL FUNDS

U.S. EQUITY FUND

U.S. LARGE-CAP CORE EQUITY FUND

PREMIER GROWTH EQUITY FUND

SMALL-CAP EQUITY FUND

S&P 500 INDEX FUND

INTERNATIONAL EQUITY FUND

INCOME FUND

STRATEGIC INVESTMENT FUND

JOINT PROXY STATEMENT

For aWhy is the Special Meeting of Shareholdersbeing held?

on June  22, 2016

BACKGROUND ON THE PROPOSALS

What is the purpose of the Meeting?

The Board of TrusteesA special meeting (the “Board”“Special Meeting”) of GEshareholders of State Street Institutional Funds (the “Trust” and each series thereof,State Street Variable Insurance Series Funds, Inc. (each a “Fund” and“Company” or, collectively, the “Funds”“Companies”) has called this special meetingis scheduled for 11:00 a.m., local time on January 10, 2019 at the offices of shareholders (the “Meeting”) to present several important proposals (the “Proposals”), which relate to the asset purchase agreement entered into on March 29, 2016 by General Electric Company (“GE”) with State Street Corporation (“SSC”) for the sale of the asset management and advisory services business conducted by GE Asset Management Incorporated (“GEAM”), a wholly owned subsidiary of GE and the Funds’ investment adviser and administrator, and certain of its subsidiaries (the “Transaction”).

The Transaction is expected to close in the third quarter of 2016 pending receipt of certain regulatory approvals and subject to satisfaction of other customary closing conditions. Pursuant to the Transaction, SSGA Funds Management, Inc. (“SSGA FM” or the “Adviser”), an affiliateOne Lincoln Street, Boston, Massachusetts 02111 for the following purposes:

How would approval of SSC, will acquire 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 titleor 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 certain assets,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 assume certain liabilities,fractional shares are counted as a fractional vote.

If you are a contract owner of GEAM.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., please be aware that your insurance company holds these shares on your behalf. Although you are not a shareholder of these Funds, 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 Funds 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.

GEAMHow do I vote?

You can vote (or, 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.

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.

What vote is required?

Shareholders 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 the affirmative vote of a plurality of the shares voting at the Special Meeting at which a quorum is present. Shareholders who 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.

How does the Board recommend that you vote in favorI vote?

The Board of each Proposal applicableCompany recommends that shareholders vote “FOR” the election of all nominees.

When and where will the Special Meeting be held?

The Special Meeting is scheduled for 11:00 a.m., local time on January 10, 2019 at the offices of the Adviser, One Lincoln Street, Boston, Massachusetts 02111, and, 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 you expect to your Fund.attend the Special Meeting 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.

Important notice regarding availability of proxy materials for the Special Meeting to be held on January 10, 2019.

The Proxy Statement is available on the Internet at 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 mailed to shareholders. This Proxy Statement should be read in conjunction with the Annual and related proxy materials will be first made availableunauditedSemi-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 shareholders onthe applicable Company at One Iron Street, Boston, Massachusetts 02210, by calling1-800-242-0134, or about May 13, 2016.by visiting http://www.ssga.com/geam.

In

PROPOSAL

ELECT BOARD MEMBERS

This Proposal 1,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 FundCompany 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 members of each Board considered the benefit to the Companies of calling a meeting of shareholders to elect the Nominees at this time.

Who are being askedthe nominees to approve an investment advisory and administration agreement (each a “New Investment Advisory and Administration Agreement”the Board?

The Board of Trustees of each Company (the “Boards”) has nominated six (6) individuals (the “Nominees”) for their respective Fund pursuant to which SSGA FM will replace GEAMelection as investment adviserTrustees of each Company.

The Nominees are Michael F. Holland, Michael A. Jessee, Patrick J. Riley, Richard D. Shirk, and administrator toRina K. Spence, each Fund upon consummation of the Transaction. Under the laws governing U.S. mutual funds, a mutual fund investment advisory agreementwhom is required to provide for its automatic termination upon its “assignment” (asnot an “interested person,” as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)). Thus, by their terms, the current investment advisory and administration agreements under which GEAM provides investment advisory services to the Funds (the “Existing GEAM Agreements”) will automatically terminate upon consummation, of the Transaction. Accordingly, shareholders of each Fund are being asked to approve a new investment advisory and administration agreement with the Adviser on substantially similar terms as the Existing GEAM Agreements. The differences in terms between the New Investment Advisory and Administration Agreement and the Existing GEAM Agreements are described in additional detail in Proposal 1. This joint proxy statement of the Funds (the “Proxy Statement”) provides additional information about the Transaction and the new investment advisory and administration agreement. The Board believes that approval of the new agreement is important to provide continuity of the high quality investment advisory services that your Fund has received in the past.

In Proposal 2, shareholders of the Funds are being asked to approve the election of Trustees to the Board. Each of the nominees currently serves as a Trustee of the Trust. Shareholders are being asked to approve the election of the nominees in order to ensure ongoing compliance with applicable provisions of the 1940 Act in connection with the Transaction.

In Proposal 3A, shareholders of the Funds are being asked to approve manager-of-managers authority for SSGA FM. GEAM currently manages the assets of certain Funds using a manager-of-managers approach under which GEAM may allocate some or all of the Funds’ assets among one or more sub-advisers. GEAM exercises this authority in accordance with the terms of an exemptive order from the Securities and Exchange Commission (the “SEC”) that enables GEAM, subject to approval of the Board, to enter into and materially amend sub-advisory agreements with unaffiliated sub-advisers without shareholder approval. SSGA FM also has obtained an exemptive order from the SEC that is substantially similar to the exemptive order under which GEAM exercises manager-of-managers authority. If the manager-of-managers authority is approved by a Fund’s shareholders for SSGA FM, SSGA FM may, subject to approval of the Board, enter into and materially amend investment sub-advisory agreements with unaffiliated sub-advisers for the Fund without obtaining shareholder approval in each case. If approved by the relevant Fund’s shareholders, SSGA FM is expected to enter into sub-advisory agreements that will continue the Small-Cap Equity Fund’s current sub-advisory arrangements with each of Palisade Capital Management, LLC, Champlain Investment Partners, LLC, GlobeFlex Capital, L.P., Kennedy Capital Management, Inc. and SouthernSun Asset Management LLC (collectively, the “Small-Cap Equity Fund Sub-Advisers”), each of which will automatically terminate upon its contractual terms upon the closing of the Transaction.

In Proposals 3B-3F, shareholders of the Small-Cap Equity Fund are being asked to approve sub-advisory agreements between SSGA FM and each Small-Cap Equity Fund Sub-Adviser (each, a “New Small-Cap Sub-Advisory Agreement”) in order to ensure that the Small-Cap Equity Fund continues to receive investment sub-advisory services in the event shareholders do not grant SSGA FM manager-of-managers authority with respect to the Small-Cap Equity Fund. The New Sub-Advisory Agreements will continue the sub-advisory arrangements with the Small-Cap Equity Fund Sub-Advisers subsequent to the termination of each Small-Cap Equity Fund Sub-Adviser’s current sub-advisory agreement with respect to the Fund as a result of the Transaction. All material terms of the existing sub-advisory agreements will remain substantially unchanged. The terms of the New Small-Cap Sub-Advisory Agreements are described below in Proposals 3B-3F.

Shareholders of the S&P 500 Index Fund should note that they are not being asked to approve a new sub-advisory agreement for the Fund. SSGA FM currently serves as sub-adviser of the S&P 500 Index Fund. While the current sub-advisory agreement with respect to the S&P 500 Index Fund will terminate as a result of the Transaction, shareholders are being asked to approve a New Investment Advisory and Administration Agreement with SSGA FM pursuant to Proposal 1. If approved, SSGA FM will become investment adviser and administrator to the S&P 500 Index Fund and the Fund will not retain a sub-adviser.

What Proposals will each shareholder be asked to vote on?

The following table summarizes the Proposals and the Funds whose shareholders are being asked to vote with respect thereto. For each Proposal, shareholders will vote on a Fund-by-Fund basis.

				All Funds		Small-Cap Equity Fund
3D:		To approve a new investment sub-advisory agreement with GlobeFlex Capital, L.P.				●
3E:		To approve a new investment sub-advisory agreement with Kennedy Capital Management, Inc.				●
3F:		To approve a new investment sub-advisory agreement with SouthernSun Asset Management LLC				●

Will the Transaction benefit the shareholders?

The Board believes that the Funds and their shareholders would receive the following potential benefits from the Transaction:

Why are shareholders being asked to approve the New Investment Advisory and Administration Agreement in Proposal 1 and the New Sub-Advisory Agreements in Proposals 3B to 3F?

A shareholder vote on Proposal 1 and Proposals 3B to 3F is being sought because the Transaction involves the assignment by GEAM and certain of its subsidiaries to SSC of (i) the Existing GEAM Agreements and (ii) the current sub-advisory agreements between GEAM and each of the Small-Cap Equity Sub-Advisers. The laws governing U.S. mutual funds require that every investment advisory agreement (including any investment sub-advisory agreement) with a mutual fund provide for its automatic termination in the event of an “assignment” (as defined in the 1940 Act). Thus, in order to ensure that the Funds continue to receive investment advisory services, the Board is seeking approval from the Funds’ shareholders of the New Investment Advisory and Administration Agreement and the New Sub-Advisory Agreements (together, the “New Agreements”). Under the New Investment Advisory and Administration Agreement, SSGA FM will replace GEAM as investment adviser and administrator to the Funds. Under the New Sub-Advisory Agreements, the Small-Cap Equity Fund will continue to be sub-advised by the Small-Cap Equity Fund Sub-Advisers pursuant to the New Small-Cap Equity Fund Sub-Advisory Agreements. SSGA FM will commence management of the S&P 500 Index Fund directly. The Board believes that approval of the New Agreements is important to provide continuity of the advisory and sub-advisory services your Fund has received in the past.

Why are shareholders being asked to approve granting SSGA FM manager-of-managers authority in Proposal 3A?

Like GEAM, SSGA FM has been granted an exemptive order by the SEC under which SSGA FM may, subject to approval of the Board, enter into and materially amend sub-advisory agreements with unaffiliated sub-advisers for a fund it advises without obtaining shareholder approval in each case. This order is substantially similar to GEAM’s order. Both exemptive orders are subject to the condition that the shareholders of each such fund approve the manager-of-managers authority before the first time it is exercised and follow certain other conditions. Shareholders previously approved GEAM’s use of manager-of-managers authority for certain of the Funds under the terms of an order substantially similar to the order granted to SSGA FM. If the manager-of-managers authority is approved for SSGA FM, SSGA FM is expected to enter into sub-advisory agreements that will continue the Small-Cap Equity Fund’s sub-advisory arrangements with the Small-Cap Equity Fund Sub-Advisers. The Board believes that approval of granting SSGA FM manager-of-managers authority is important to provide continuity of the sub-advisory services your Fund has received in the past.

What would happen if shareholders of a Fund do not approve a New Investment Advisory and Administration Agreement for the Fund?

The Board has approved an interim investment advisory and administration agreement with the Adviser for each Fund, on substantially similar terms as the Existing GEAM Agreements in the event that the Transaction closes and shareholders of a particular Fund have not yet approved a New Investment Advisory and Administration Agreement for that Fund. If a New Investment Advisory and Administration Agreement for a Fund is not approved within 150 days of the date on which the Transaction closes, the Board will take such action as it deems to be in the best interests of that Fund and its shareholders, which could involve the liquidation of the Fund and distribution of the Fund assets in kind, in cash or a combination of both.

What would happen if shareholders of a Fund do not approve manager-of-managers authority for SSGA FM or approve a New Sub-Advisory Agreement for the Small-Cap Equity Fund?

The Board has approved interim sub-advisory agreements with each of the Small-Cap Equity Fund Sub-Advisers for the Small-Cap Equity Fund, on substantially similar terms as the existing sub-advisory agreements in the event that the Transaction closes and shareholders of the Small-Cap Equity Fund have not yet approved either manager-of-managers authority for SSGA FM or the New Sub-Advisory Agreements. If manager-of-managers authority is not approved for SSGA FM, shareholders would need to specifically approve each sub-adviser for any of the Funds, including the Small-Cap Equity Fund. If shareholders do not approve either manager-of-managers authority or the New Sub-Advisory Agreements between SSGA FM and the Small-Cap Equity Fund Sub-Advisers within 150 days of the date on which the Transaction closes, the Board will take such action as it deems to be in the best interests of the Small-Cap Equity Fund and its shareholders, including, potentially, allocating the assets of the Small-Cap Equity Fund among the Adviser and/or those Small-Cap Equity Fund Sub-Advisers with a New Sub-Advisory Agreement approved by the Fund’s shareholders, or liquidating the Small-Cap Equity Fund and distributing the Fund assets in kind, in cash or a combination of both, if allocating the Fund assets among the Adviser and/or approved Small-Cap Equity Fund Sub-Advisers is determined not to be prudent or practicable.

Why are shareholders not being asked to approve a new sub-advisory agreement for the S&P 500 Index Fund?

Shareholders of the S&P 500 Index Fund are not being asked to approve a new sub-advisory agreement for the Fund because SSGA FM currently serves as sub-adviser of the S&P 500 Index Fund. While the current sub-advisory agreement with respect to the S&P 500 Index Fund will terminate as a result of the Transaction, shareholders are being asked to approve a New Investment Advisory and Administration Agreement with SSGA FM pursuant to Proposal 1. If approved, SSGA FM will become investment adviser and administrator to the S&P 500 Index Fund and the Fund will no longer retain a sub-adviser.

How will the Transaction affect me as a Fund shareholder?

Following the Transaction, each Fund in which you invest will be advised by the SSGA FM, rather than GEAM. You will continue to be a shareholder of your Fund, and its investment objective and policies will not change as a result of the Transaction. Other than the identity of the Adviser, the New Investment Advisory and Administration Agreement is substantially similar to the Existing GEAM Agreements, and each New Sub-Advisory Agreement is substantially similar to its corresponding existing agreement. In addition, the Adviser does not contemplate instituting any fundamental changes to the manner in which GEAM has historically operated its business with respect to providing advisory and related ancillary services to the Funds. It is intended that the same portfolio managers will continue to manage the Funds in accordance with the same investment objectives and policies.

How do the proposed New Investment Advisory and Administration Agreement and New Sub-Advisory Agreements differ from the current arrangements?

The terms and conditions of the New Investment Advisory and Administration Agreement are substantially similar to those of the Existing GEAM Agreements, except that the New Investment Advisory and Administration Agreement (i) clarifies the Adviser’s responsibility with respect to the selection and oversight of sub-advisers, (ii) with respect to the Adviser’s use of “soft dollar” arrangements, more clearly states the standard set out under Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iii) designates the Commonwealth of Massachusetts as the governing law of the agreements and the exclusive forum for actions arising under the agreements, and (iv) clarifies that there are no third-party beneficiaries to the agreements. The Adviser is not expecting to change the net amounts of the combined fee for investment advisory and administrative services that is accrued daily and paid monthly by each Fund under the New Investment Advisory and Administration Agreement. The Board believes continuing the advisory arrangements will be beneficial to the Funds and their shareholders by, among other things, offering the continued ability to benefit from the expertise of the same portfolio managers of GEAM currently managing the Funds.

In addition, the terms and conditions of the New Sub-Advisory Agreements are substantially the same as those under the current arrangements. The differences between the agreements are described below under Proposals 3B-3F. There will be no change in sub-advisory fees under the New Sub-Advisory Agreements. The Board believes continuing the existing sub-advisory arrangements will be beneficial to the Small-Cap Equity Fund and its shareholders by, among other things, offering the continued ability to benefit from the expertise of the same portfolio managers of the Small-Cap Equity Fund Sub-Advisers currently managing the Small-Cap Equity Fund.

Will the Adviser, Small-Cap Equity Fund Sub-Advisers and portfolio managers remain the same?

Yes. Upon consummation of the Transaction, and subject to shareholder approval, the same portfolio managers are expected to continue to manage the Funds. Looking ahead, you can expect the same level of management expertise and high quality service to which you’ve grown accustomed as a shareholder of the Funds.

Why are shareholders being asked to approve the election of Trustees to the Board of the Trust in Proposal 2?

Two of the nominees, Donna M. Rapaccioli and Jeanne M. La Porta, were appointed to serve as Trustees by action of the Board in 2012 and 2014, respectively. However, they have not yet been considered for service on the Board by the shareholders. Accordingly, the Board nominates Ms. Rapaccioli and Ms. La Porta for your consideration to serve as members of your Board. The Board also nominates John R. Costantino and R. Sheldon Johnson for your consideration to continue to serve as members of the Board of the Trust. Mr. Costantino and Mr. Johnson have already been approved by the shareholders in 1997 and 2011, respectively. Each of Ms. Rapaccioli and Messrs. Costantino and Johnson are not “interested persons” (as defined in the 1940 Act) of the Funds, GEAM or the AdviserCompanies (“Independent Trustees”)., and Ellen M. Needham. Ms. La Porta currently serves as an “Interested Trustee” as sheNeedham is an “interested person” (as defined in the 1940 Act) of the Funds as a result of her role with GEAM.

The safe harbor of Section 15(f) of the 1940 Act permits an investment adviser of a registered investment company (or any affiliated persons of the investment adviser) to receive an amount or benefit in connection with a sale of securities or other interest in the investment adviser, provided that certain conditions are satisfied. Among other conditions, the safe harbor requires that at least 75% of the members of the investment company’s board cannot be “interested persons” (as defined in the 1940 Act) of the investment adviser or its predecessor during the three-year period after the sale. At the closing of the Transaction, it is proposed that Mr. Costantino, Mr. Johnson and Ms. Rapaccioli will continue to serve as Independent Trustees of the Trust, and Ms. La Porta will serve as an Interested Trustee of the Trust as a result of her anticipated role with the Adviser.

Does the approval of any Proposal depend on the approval of any other Proposals or other events?

Shareholders will vote on each Proposal separately by Fund. The approval of Proposals 3B to 3F for theSmall-Cap Equity Fund is contingent upon the approval of Proposal 1 for that Fund. The approval of Proposal 3A for a Fund is contingent upon the approval of Proposal 1 for that Fund. The approval of Proposals 1 and 2 for a Fund is not contingent upon the approval of any other Proposal for that Fund. The implementation of each Proposal is contingent on the consummation of the Transaction.

Will my Fund pay for this proxy solicitation or for the costs of the Transaction?

No. The Funds will not bear these costs. GEAM will bear all normal and customary fees and expenses in connection with the Transaction (including, but not limited to, proxy and proxy solicitation costs, printing costs, Trustees’ fees relating to the special Board meetings and legal fees).

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR

OF EACH OF THE PROPOSALS.

VOTING INFORMATION

General

The Trust is organized as a Delaware business trust pursuant to a Declaration of Trust dated August 28, 1997, as amended from time to time, and is registered with the SEC as an open-end management investment company.

Shareholders Entitled to Vote

Only shareholders of record (“Shareholders of Record”) of the Funds at the close of business on April 22, 2016 (the “Record Date”) will be entitled to vote at the Meeting. Shareholders of Record of each Fund will be entitled to cast one vote on the Proposals and on each other matter upon which they are entitled to vote at the Meeting for each share owned on the Record Date. Shareholders of Record of each Fund will also be entitled to cast a proportionate fractional vote on the Proposals and on each other matter that they are entitled to vote upon at the Meeting for each fractional share owned on the Record Date. As of the Record Date, each of the Funds has the number of shares outstanding as set forth inExhibit A (the “Outstanding Shares”), which in each case equals the number of votes to which the shareholders of such Fund are entitled.

Solicitation of Proxies

This solicitation of proxies will be made by GEAM, and the cost of the solicitation of proxies will be borne by GEAM. Solicitation of proxies will be made primarily by the mailing of this Notice and Proxy Statement with its enclosures on or about May 13, 2016. Shareholders of Record of the Funds are entitled to notice of, and to vote at, the Meeting or any adjournment(s) or postponement(s) thereof.

D.F. King & Co., Inc. (“D.F. King”) has been retained to assist in the solicitation of proxies. D.F. King’s fees are estimated to be $10,000 plus a reasonable amount to cover out-of-pocket expenses. D.F. King will provide certain project management services, including printing and mailing of proxy materials, solicitation of voting instructions and tabulation of votes. This fee estimate does not include legal expenses for preparing the proxy materials or the costs of printing or mailing proxy materials or other miscellaneous related expenses. The fees of D.F. King as well as all expenses related to the preparing, printing and mailing of the proxy materials will also be borne by GEAM, the total cost of which is estimated to be $30,000.

Trustees, officers and other employees of the Funds, the Adviser or GEAM or its affiliates, and representatives of financial institutions, may also solicit proxies, personally or in writing, by telephone, e-mail, or otherwise. The Funds will request that brokers and nominees who hold shares of the Funds in their names forward these proxy materials to the beneficial owners of those shares. The Adviser or GEAM may reimburse such brokers and nominees for their reasonable expenses incurred in connection therewith.

Shareholders of Record of the Funds have four options for casting their votes:

4.

In Person — Shareholders of Record also may cast their votes by attending the Meeting as described in the Proxy Statement.

The Funds encourage Shareholders of Record to vote via the internet or by telephone. Votes cast via the internet or over the telephone are recorded immediately and avoid the risk that postal delays will cause a Proxy Card to arrive late and therefore not be counted.

Revocation of Proxies

Shareholders of Record may revoke their proxies at any time prior to the close of business on June 21, 2016 by submitting a properly executed later-dated Proxy Card or by submitting written notice to the Secretary of the Funds. Shareholders of Record may also revoke their proxies previously given by attending the Meeting and voting in person.

Quorum

The presence, in person, or by proxy, of the holders of more than 30% of the Outstanding Shares of a Fund constitutes a quorum for the Meeting for that Fund with respect to Proposals 1 and 3A to 3F. With respect to Proposal 2 (Election of Trustees), the presence in person or by proxy of the holders of more than 30% of the Outstanding Shares of the Trust constitutes a quorum for the Meeting.

In determining whether a quorum is present, the solicitors will count shares represented by proxies that reflect abstentions, votes that are withheld, and “broker non-votes” as shares that are present and entitled to vote. “Broker non-votes” are shares held by brokers or nominees as to which (i) the broker or nominee does not have discretionary voting power; or (ii) the broker or nominee has not received instructions from the beneficial owner or other person who is entitled to instruct how the shares will be voted.

Required Vote

If a quorum is present at the Meeting, the approval of each of Proposals 1 and 3A to 3F for a Fund (as applicable) requires the affirmative vote of a “majority of the outstanding voting securities” of that Fund, which means the affirmative vote of the lesser of: (1) more than 50% of the Outstanding Shares of that Fund, or (2) 67% or more of the shares of that Fund present at the Meeting (in person or represented by proxy), if the holders of more than 50% of the Outstanding Shares of that Fund are present at the Meeting. The approval of each nominee proposed in Proposal 2 requires a plurality of all Outstanding Shares of the Trust voting, meaning that to be elected, a nominee must be one of the four nominees receiving the most “FOR” votes because the four nominees receiving the most “FOR” votes (even if less than a majority of the votes cast) will be elected. All Outstanding Shares of each Fund will vote in the aggregate as one class, and not by class of shares, on each Proposal, as applicable, with each Fund voting separately on Proposals 1 and 3A to 3F, and the Funds voting together on Proposal 2. Each Proposal will be voted on separately. The approval of Proposal 3A for each Fund and 3B to 3F for the Small-Cap Equity Fund is contingent upon the approval of Proposal 1 for that Fund. The approval of Proposals 1 and 2 for a Fund is not contingent upon the approval of any other Proposal for that Fund.

With regard to Proposals 1 and 3A to 3F, votes may be cast IN FAVOR OF or AGAINST each Proposal, or a shareholder may ABSTAIN from voting. With regard to Proposal 2, votes may be cast FOR one or all of the nominees, or the authority to vote may be WITHHELD with respect to any of the nominees.

In determining whether shareholders have approved a Proposal, broker non-votes, votes that are withheld, and abstentions will be treated as shares present at the Meeting for establishing a quorum but that have not been voted. Accordingly, broker non-votes and abstentions effectively will be votes “AGAINST” Proposals 1 and 3A to 3F because each such Proposal requires the affirmative vote of a “majority of the outstanding voting securities” of a Fund. Abstentions, votes that are withheld, and broker non-votes will be deemed not to be votes cast at the Meeting and thus will have no effect on Proposal 2; each nominee will be elected by a plurality of the votes cast at the Meeting.

Beneficial Owners

Exhibit B to this Proxy Statement lists the persons that, to the knowledge of the Funds, owned beneficially 5% or more of the Outstanding Shares of each Fund as of the Record Date. A shareholder who owns beneficially, directly or indirectly, more than 25% of any Fund’s voting securities is presumed to “control” (as defined in the 1940 Act) such Fund. The Trustees and officers of the Trust, in the aggregate, owned less than 1% of each Fund’s Outstanding Shares as of the Record Date. The Board is not aware of any arrangements, the operation of which at a subsequent date may result in a change in control of any Fund.

Adjournments

It is possible that a Fund may propose to its Shareholders of Record one or more adjournment(s) or postponement(s) of the Meeting. For example, if a quorum is not present or sufficient votes to approve one or more of the Proposals for a Fund are not received by the date of the Meeting, the Meeting may be adjourned or postponed with respect to such Fund to permit further solicitation of proxies. The chairman of the Meeting may adjourn or postpone the Meeting. The 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 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 notice. Any shares present and entitled to vote at the Meeting may, at the discretion of the proxies named therein, be voted in favor of such an adjournment.

PROPOSAL 1

APPROVAL OF NEW INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT WITH THE ADVISER

GE INSTITUTIONAL FUNDS

U.S. EQUITY FUND

U.S. LARGE-CAP CORE EQUITY FUND

PREMIER GROWTH EQUITY FUND

SMALL-CAP EQUITY FUND

S&P 500 INDEX FUND

INTERNATIONAL EQUITY FUND

INCOME FUND

STRATEGIC INVESTMENT FUND

At the Meeting, you will be asked to approve a new investment advisory and administration agreement to enable SSGA FM to replace GEAM as investment adviser and administrator to the Funds. A general description of the New Investment Advisory and Administration Agreement and a comparison of the agreement with the existing arrangements are included below. While the New Investment Advisory and Administration Agreement will be voted on a Fund by Fund basis, this Proposal 1 contemplates the execution of a single agreement to which each Fund separately will become a party, if approved by shareholders. The New Investment Advisory and Administration Agreement to which each Fund would become a party is attached hereto asExhibit C.

A shareholder vote is being sought because the Transaction involves the assignment by GEAM and certain of its subsidiaries to SSC of GEAM’s investment advisory and administration agreements with the Funds. The laws governing U.S. mutual funds require that every investment advisory agreement with a mutual fund provide for its automatic termination in the event of an “assignment” (as defined in the 1940 Act). Thus, in order to ensure that the Funds continue to receive investment advisory services, the Board is seeking approval from the Funds’ shareholders of the New Investment Advisory and Administration Agreement.

The Transaction does not affect the amount of shares you own or the total management fees charged to the Funds. The Adviser will serve as the Funds’ investment adviser and administrator on terms that are substantially similar to the Funds’ existing arrangements. In addition, it is intended that the same portfolio managers will continue to manage the Funds in accordance with the same investment objectives and policies. The Board’s rationale for approving the New Investment Advisory and Administration Agreement is discussed in greater detail below under “Matters Considered by the Board.”

Background on the Transaction

On March 29, 2016, GE entered into an asset purchase agreement with SSC for the sale of the asset management and advisory services business conducted by GEAM and certain of its subsidiaries. The Transaction aligns with GE’s plan to simplify its financial business platform, while providing GE with the ability to generate value from the strong investment management division it has built. At the same time, the Transaction would allow GEAM to combine its valuable capabilities and resources with a premier asset manager such as the Adviser, with the scale and distribution capabilities that would help the mutual fund platforms to grow.

The Transaction is expected to close in the third quarter of 2016 pending receipt of certain regulatory approvals and subject to satisfaction of other customary closing conditions. Pursuant to the Transaction, SSGA FM will acquire the rights, title and interest in certain assets, and assume certain liabilities, of GEAM.

Background on the Adviser

SSGA FM is a global leader in asset management that sophisticated institutions worldwide rely on for their investment needs. SSGA FM is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and is a wholly-owned subsidiary of SSC, a publicly traded financial holding company. SSGA FM was established in 2001.

SSGA FM’s investment advisory clients consist primarily of U.S. investment companies registered under the 1940 Act and certain pooled investment vehicles exempt from registration under the 1940 Act, for which SSGA FM is either the named investment adviser or sub-adviser. SSGA FM works with its clients to provide customized solutions to their investment management needs, which may include customized indices, model portfolios, and screened portfolios.

SSGA FM provides asset allocation models on a non-discretionary basis and related investment advice to investment advisers and other financial institutions that use such information provided by SSGA FM for use in or with various financial products offered to their clients. As of December 31, 2015, SSGA FM had $384,947,572,235 in regulatory assets under management on a discretionary basis in 258 advisory accounts.

A table detailing the name, address and principal occupation of the principal executive officers and each director of the Adviser can be found inExhibit D.

Background on the Existing GEAM Agreements

GEAM is the investment adviser and administrator of each Fund. GEAM is a wholly owned subsidiary of GE and a registered investment adviser. As of December 31, 2015, GEAM had approximately $110 billion of assets under management, of which approximately $20 billion was invested in mutual funds.

The Board recently approved the Existing GEAM Agreements in accordance with its annual review process, at a regularly scheduled Board meeting on December 18, 2015.

Historical Fees

Each Fund pays GEAM a combined fee for investment advisory and administrative services that is accrued daily and paid monthly. The advisory and administration fee (each, a “Management Fee”) for each Fund, except the S&P 500 Index Fund, declines incrementally as Fund assets increase. This means that investors pay a reduced fee with respect to Fund assets over a certain level, or “breakpoint.” In addition to the Management Fee, each bears the expenses described in the “Compensation” section below. The Management Fee for each Fund, except the S&P 500 Index Fund, fluctuates based upon the average daily net assets of the Fund. The Management Fee for each Fund, and the relevant breakpoints, are stated in the schedule below (fees are expressed as an annual rate up to the maximum annual fee for investment management services).

Under a separate sub-administration agreement, GEAM has delegated certain administrative functions to State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02111 (“State Street Bank”). Under the sub-administration agreement, State Street Bank performs certain back office services to support GEAM including, among other things, furnishing financial and performance information about the Funds for inclusion in regulatory filings and Board and shareholder reports; preparing regulatory filings, Board materials and tax returns; performing expense and budgeting functions; performing tax compliance testing; and maintaining books and records. Upon the closing of the Transaction, the Adviser expects to continue the sub-administration arrangements for each Fund with State Street Bank on substantially similar terms as those currently existing. State Street Bank also serves as custodian to the Funds under a separate custody agreement. The amounts paid by the Funds for the sub-administration services and custody services provided by State Street Bank for the fiscal year ended September 30, 2015 were as follows:

Name of Fund		Sub-Administration Fees				Custody Fees
International Fund		$	63,364			$	332,189
Income Fund		$	12,675			$	174,847
Strategic Investment Fund		$	34,122			$	369,313

For the Funds that have retained sub-advisers to manage all or a portion of the Fund’s assets, GEAM pays each existing sub-adviser an investment sub-advisory fee pursuant to a sub-advisory agreement (an “Existing Sub-Advisory Agreement”) with each such sub-adviser. The investment sub-advisory fee is paid by GEAM monthly and is based upon the value of the average daily net assets of the Fund’s assets that are allocated to and managed by the existing sub-adviser.

Each Fund pays GEAM a Management Fee. The fee is accrued daily and paid monthly at the following rates:

For the fiscal year ended September 30, 2015, the Funds paid GEAM the following Management Fees as a percentage of average net assets:

From time to time, GEAM may waive or reimburse the Management Fee paid by a Fund.

Portfolio Management Teams

Each Fund is managed by either an individual portfolio manager who is primarily responsible for the day-to-day management of the Fund, or a team of portfolio managers, who are jointly and primarily responsible for the

day-to-day management of the Fund. The portfolio managers of the Funds generally have final authority over all aspects of their portions of a Fund’s investment portfolio, including security purchase and sale decisions, portfolio construction techniques and portfolio risk assessment.

About the Sub-Advisers

GEAM has retained each of the Small-Cap Equity Fund Sub-Advisers and SSGA FM to conduct the investment programs for the Small-Cap Equity Fund and the S&P 500 Index Fund, respectively. GEAM is responsible for, among other things, allocating the Funds’ assets to the existing sub-advisers and for managing the Funds’ cash position.

For the fiscal year ended September 30, 2015, GEAM paid in the aggregate sub-advisory fees of $7,972,296 to the Small-Cap Equity Fund Sub-Advisers and $16,048 to SSGA FM with respect to the S&P 500 Index Fund.

Additional information about the Funds’ existing sub-advisers, including the name, address and principal occupation of the principal executive officers and each director, as well as fees charged by the existing sub-advisers to similar mutual funds can be found inExhibits F toJ.

Material Terms of the New Investment Advisory and Administration Agreement

The following discussion is a description of the material terms of the New Investment Advisory and Administration Agreement. This description is intended only as a summary. Shareholders should refer to the New Investment Advisory and Administration Agreement, which is attached asExhibit C to this Proxy Statement.

Investment Management Services. Under the New Investment Advisory and Administration Agreement, subject to the oversight and supervision of the Board, the Adviser agrees to provide, with respect to each Fund, a continuous investment program for the Fund’s assets, including investment research and management. The Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund. The Adviser will place purchase and sale orders for the Fund’s investments. The Adviser will, at its own expense, maintain sufficient staff, and employ or retain sufficient personnel and consult with any other persons that it determines may be necessary or useful to the performance of its obligations under the agreement. The Adviser will keep the Fund informed of developments materially affecting the Fund, and will, on its own initiative, furnish the Fund from time to time with whatever information and reports that the Board reasonably requests as appropriate for this purpose. The Adviser will also carry out certain supervisory services with respect to any sub-advisers appointed to the Fund.

Administrative Services. Subject to the oversight, supervision and direction of the Board, the Adviser agrees to serve as administrator to each Fund and, in this capacity, will: (i) insure the maintenance of the books and records of the Funds (including those required to be maintained or preserved by Rules 31a-1 and 31a-2 under the 1940 Act); (ii) prepare reports to shareholders of the Funds, (iii) prepare and file tax returns for the Funds; (iv) assist with the preparation and filing of reports and the Registration Statement with the SEC; (v) provide appropriate officers for the Trust, including a Secretary or Assistant Secretary; (vi) provide administrative support necessary for the Board to conduct meetings; and (vii) supervise and coordinate the activities of other service providers to the Trust, including independent auditors, legal counsel, custodians, accounting service agents, and transfer agents.

Compensation. Pursuant to the New Investment Advisory and Administration Agreement, each Fund will pay the same Management Fee rate as charged under the Existing GEAM Agreements. The Trust will pay the Adviser, with respect to each Fund, on the first business day of each month a Management Fee calculated as a percentage of the value of the average daily net assets of the Fund during the previous month (as computed in

accordance with the description of the determination of the net asset value in the currently effective prospectus for the Fund at the time of the computation) at the following annual rates:

Expenses. Each Fund will bear the following expenses: advisory and administration fees as described in the “Compensation” section above; shareholder servicing and distribution fees under the terms of the shareholder servicing and distribution plan adopted by the Trust with respect to the Fund pursuant to Rule 12b-1 (the “Plan”) under the 1940 Act; brokerage fees and commissions and other expenses incurred in the acquisition or disposition of any securities or other investments; fees and travel expenses of members of the Board or members of any advisory board or committee who are not affiliated with the Fund’s investment adviser, or any of its affiliates; and expenses that are not normal operating expenses of the Fund (such as extraordinary expenses, interest and taxes).

Limitation of Liability. The Adviser will exercise its best judgment in rendering its services, except that it will not be liable for any error of judgment or mistake of law or for any loss suffered by the Funds in connection with the matters to which the New Investment Advisory and Administration Agreement relates, other than a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its duties under the New Investment Advisory and Administration Agreement or from the Adviser’s reckless disregard of its obligations and duties under the New Investment Advisory and Administration Agreement.

Assignment. The New Investment Advisory and Administration Agreement will terminate automatically in the event of its “assignment” (as defined in the 1940 Act) by either party.

Term and Termination. The New Investment Advisory and Administration Agreement will continue, with respect to each Fund, for an initial two-year term and will continue thereafter so long as the continuance is specifically approved at least annually (a) by the Board or (b) by a vote of a majority of the Fund’s outstanding voting securities, as defined in the 1940 Act, provided that in either event the continuance is also approved by a majority of the Trustees who are not parties to the agreement or “interested persons” (as defined in the 1940 Act) of any party to the agreement, by vote cast in person at a meeting called for the purpose of voting on the approval. The New Investment Advisory and Administration Agreement is terminable without penalty, by each Fund on not more than 60 nor less than 30 days’ written notice to the Adviser, by vote of holders of a majority of the Fund’s outstanding voting securities, as defined in the 1940 Act, or by the Adviser on not more than 60 nor less than 30 days’ notice to the Trust.

Services to Other Clients. The New Investment Advisory and Administration Agreement provides that the Adviser may act as investment manager or adviser to various fiduciary or other managed accounts. Persons employed by the Adviser to assist in the performance of its duties under the New Investment Advisory and Administration Agreement will not devote their full time to that service, and nothing contained in the New Investment Advisory and Administration Agreement will be deemed to limit or restrict the right of the Adviser or any affiliate of the Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature.

Differences between the Existing GEAM Agreements and the New Investment Advisory and Administration Agreement

Notwithstanding references to the New Investment Advisory and Administration Agreement as “new,” the New Investment Advisory and Administration Agreement is substantially similar to the Existing GEAM Agreements. The New Investment Advisory and Administration Agreement does not change substantially the existing terms as to: advisory services, fee rates, dealing with securities brokers and dealers on behalf of the Fund, limitation of liability, term, and continuance and termination.

Below is a description of the material differences in terms between the Existing GEAM Agreements and the New Investment Advisory and Administration Agreement. The following descriptions are intended only as summaries. Shareholders should refer to the New Investment Advisory and Administration Agreement set out inExhibit C.

Change of Adviser and Administrator. GEAM will no longer serve as investment adviser and administrator to the Funds as of the closing date of the Transaction. Instead, as of such closing date, SSGA FM will serve as investment adviser and administrator to each Fund under the New Investment Advisory and Administration Agreement, if such agreement is approved by the Fund’s shareholders.

Adviser’s Duties with Respect to Sub-Advised Funds.The New Investment Advisory and Administration Agreement clarifies the Adviser’s responsibility with respect to the selection and oversight of sub-advisers. As is currently the case for GEAM, the Adviser will be responsible for identifying and recommending to the Board sub-advisers to manage some or all of the assets of a Fund; appointment of a sub-adviser is, of course, subject to the approval of the Board and the Independent Trustees. The Adviser is then responsible for overseeing generally the performance of the sub-advisers, and reporting to the Board regarding that performance. The New Investment Advisory and Administration Agreement makes clear the circumstances under which the Adviser will not be liable for any investment decision or any other act or omission on the part of a sub-adviser, including any failure by a sub-adviser to comply with any policies, procedures, guidelines, or objectives of a Fund.

Brokerage and Execution. The New Investment Advisory and Administration Agreement retains the approach of the Existing GEAM Agreements to brokerage and execution, requiring the Adviser to seek the best overall terms available in selecting brokers to execute transactions for the Funds. Section 28(e) under the Exchange Act, provides a “safe harbor” to investment advisers who make use of soft-dollar arrangements to obtain brokerage and research services through the transactions they place for client accounts. The Existing GEAM Agreements appear to have been drafted to take advantage of that safe harbor. The New Investment Advisory and Administration Agreement builds on the language in the Existing GEAM Agreements, but expands such language to state expressly the standard set out in Section 28(e):

“SSGA FM shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker or dealer that provides brokerage and research services to SSGA FM an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission that another broker or dealer would have charged for effecting that transaction, if SSGA FM determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or SSGA FM’s overall responsibilities with respect to the Fund and other clients of SSGA FM as to which SSGA FM exercises investment discretion.”

This clarifying language is not intended to reflect any change in the approach to the use of soft dollars in connection with the Funds’ brokerage transactions.

Choice of law and forum provisions. The New Investment Advisory and Administration Agreement contains provisions clarifying that there are no third-party beneficiaries to the agreement in order to increase the likelihood that only the Funds and their Board will be permitted to bring legal actions under the agreement. The choice of law and exclusive forum provisions are intended to provide greater certainty as to the likely interpretation of the New Investment Advisory and Administration Agreement, by specifying the law that governs the agreement and the courts that will hear any cases under the agreement.

Matters Considered by the Board

At a meeting of the Board of Trustees held on April 19-20, 2016 (the “Board Meeting”), the Trustees, including a majority of the Independent Trustees, who were present at the Board Meeting considered and unanimously approved the New Investment Advisory and Administration Agreement with the Adviser on behalf of each Fund. In considering whether to approve the New Investment Advisory and Administration Agreement, the Trustees considered and discussed a substantial amount of information and analysis provided, at the Board’s request, by the Adviser and GEAM.

Before approving the New Investment Advisory and Administration Agreement on behalf of each Fund, the Board reviewed the information provided with management of the Adviser and GEAM. The Board also reviewed a memorandum prepared by independent legal counsel discussing the legal standards for the consideration of the proposed New Investment Advisory and Administration Agreement, as well as other memoranda and information relevant to the legal standards and related considerations for a transaction such as the one between the Adviser and GEAM. The Independent Trustees discussed the New Investment Advisory and Administration Agreement in detail during private sessions in advance of, and at, the Board Meeting with their independent legal counsel at which no representatives of the Adviser or GEAM were present. The Independent Trustees and their independent legal counsel requested, and received and considered, additional information from the Adviser and GEAM prior to the Board Meeting.

Prior to and at the Board Meeting, representatives of GEAM and the Adviser explained and discussed with the Board the specific terms of the Transaction and responded to questions raised by the Board. The Trustees posed questions to these representatives and engaged in significant discussions. In addition, in response to their detailed requests, the Board received from the Adviser written responses to its inquiries, which included substantial exhibits and other materials related to the Adviser’s business and the services it proposes to provide to each Fund. The Trustees took into account their multi-year experience as Trustees and particularly their consideration of the Existing GEAM Agreements in recent years.

The Board also received materials relating to the organizational structure and business of the Adviser, including materials describing changes expected as a result of the Transaction. Various information relating to the terms of the Transaction, including the goals, interests and timetable of the Adviser, was discussed as well. The Adviser also advised that no change in investment processes is anticipated as a result of the Transaction as all of the personnel of GEAM responsible for the daily management and operations of the Funds, including current officers of the Funds, were expected to become employees of SSGA FM or its affiliates and continue to serve in the same capacities upon the closing of the Transaction.

In approving the New Investment Advisory and Administration Agreement with the Adviser, the Trustees considered those factors it deemed relevant, including the factors discussed below. In its deliberations, the Board did not identify any single factor that was dispositive and each Trustee may have attributed different weights to the various factors. The Trustees evaluated the information provided to them by GEAM and the Adviser, as well as the presentations and discussions that occurred at the Board Meeting, for each Fund on a Fund-by-Fund basis, and their determinations were made separately in respect of each Fund.

The material factors and conclusions that formed the basis for the Board’s determinations to approve the New Investment Advisory and Administration Agreement with the Adviser on behalf of each Fund are as discussed below.

The Nature, Extent and Quality of Services Expected to be Provided.

The Trustees reviewed the services expected to be provided to the Funds by the Adviser. The Board considered the Adviser’s favorable attributes, including its substantial experience managing mutual funds, investment philosophy and discipline, experienced investment and trading personnel, systems and other resources, and favorable history and reputation. The Board also reviewed the extensive information provided by the Adviser related to its business, legal and regulatory affairs. This review considered the resources available to the Adviser to provide the services specified under the New Investment Advisory and Administration Agreement, including the supervision of the existing sub-advisers to the Small-Cap Equity Fund. Additionally, the Board considered that it is anticipated that substantially all of the portfolio managers currently managing the Funds will be joining the Adviser as part of the Transaction.

In light of the foregoing, the Board, including the Independent Trustees, concluded that the services expected to be provided by the Adviser would be satisfactory, particularly given that the same individuals who currently provide portfolio management services to the Funds as employees of GEAM are expected to continue providing such services as employees of the Adviser, benefiting the Funds by providing continuity of service following the Transaction.

Investment Performance of GEAM and the Adviser.

The Trustees considered the investment performance of GEAM and the Adviser for various periods focusing on GEAM’s and the Adviser’s investment performance with respect to registered investment companies and other accounts that have investment objectives and strategies similar to that of the Funds. The Board also engaged in detailed discussions with GEAM and the Adviser about their investment processes, focusing on the number and experience of portfolio management and supporting research personnel and GEAM’s and the Adviser’s investment style and approach employed. The Board noted that the Funds’ historical performance under the Existing GEAM Agreements was relevant as the personnel providing portfolio management services would continue to provide those services under the New Investment Advisory and Administration Agreement.

Taking these factors into consideration, the Board, including the Independent Trustees, concluded that each Fund’s performance was acceptable.

Cost of the Services to be Provided And Profits to be Realized From The Relationship with the Funds.

The Trustees considered the proposed Management Fees that would be paid to the Adviser by the Funds, as well as the fees proposed to be paid to each of the sub-advisers by the Adviser, which will reduce the net Management Fees retained by the Adviser. Representatives of the Adviser stated that the Adviser was not able to estimate profitability in a meaningful way but expected to discuss any changes in the level of profitability with the Board during the contract renewal process. The Trustees considered the renewal requirements for advisory agreements and their ability to review the Management Fees annually after the initial term of the New Investment Advisory and Administration Agreement.

Information also was presented regarding the financial condition of the Adviser for various past periods. The Trustees also considered the Adviser’s statements concerning its significant investment in supporting registered investment companies.

The Extent to Which Economies of Scale Would Be Realized as the Funds Grow and Whether Fee Levels Would Reflect Such Economies of Scale.

The Trustees considered the extent to which economies of scale would be realized as the Funds grow, and whether the proposed fee levels reflect these economies of scale for the benefit of Fund investors. The Trustees

noted that the Adviser expects its distribution plans and capabilities to provide an opportunity for the Funds to experience additional growth. The Board considered that there might be some opportunities for reductions in certain fixed operating expenses that might be enjoyed by the Funds depending on the extent to which their assets increase and determined that, to the extent in the future it were determined that material economies of scale had not been shared with the Funds, the Board would seek to have those economies of scale shared with the Funds.

Comparison of Services to be Rendered and Fees to be Paid.

The Board discussed the services expected to be provided to the Funds by the Adviser, and the proposed Management Fees to be charged to the Funds for those services. The Trustees reviewed information regarding the fee and expense ratio for each Fund and comparative information with respect to similar products. They discussed that most of the Funds’ fees and expenses generally should remain within applicable peer group ranges and, therefore, the Funds generally would be charged a competitive rate in comparison to their peers. The Trustees also considered Funds’ comparatively lower historical fee structure overall relative to advisers of other comparable industry peer group funds and noted that the Funds have generally benefitted from not having a high management fee rate for most of the Funds since their inception, and that the Management Fee is not proposed to change.

In light of the foregoing, the Board, including the Independent Trustees, determined that the proposed Management Fees, considered in relation to the services to be provided to the Funds, supported the Board’s approval of the New Investment Advisory and Administration Agreement.

Fall-Out Benefits.

The Board considered actual and potential financial benefits that the Adviser could derive from its relationship with the Funds, including the custody, fund accounting and sub-administration services being provided to the Funds by affiliates of the Adviser. The Board noted, however, that the affiliates of the Adviser had already been providing such services to the Funds pursuant to various services agreements that had been negotiated at arm’s-length prior to the Transaction, and that the Adviser would not derive any additional benefits from such services following the close of the Transaction.

Conclusion.

No single factor was determinative to the Board’s decision. Based on their discussion and such other matters as were deemed relevant, the Trustees, including the Independent Trustees, concluded that the approval of the New Investment Advisory and Administration Agreement with the Adviser was in the best interests of the Funds.

Interim Advisory and Administration Agreements

The Board has approved interim advisory and administration agreements (the “Interim Advisory Agreements”) with the Adviser on substantially similar terms as the Existing GEAM Agreements in the event that the Transaction closes and shareholders of a particular Fund have not yet approved a New Investment Advisory and Administration Agreement for such Fund. Rule 15a-4 under the 1940 Act permits a person to act as an investment adviser to a registered investment company under an interim advisory agreement that has not been approved by the company’s shareholders for a period of 150 days following the date on which the previous agreement terminated, subject to the requirements set forth in the rule. The requirements of Rule 15a-4 differ depending on the particular event that triggered the termination of the previous advisory agreement. In the current Transaction, where the Adviser and GEAM (or a controlling person thereof) directly or indirectly receives money or other benefit (i.e., the purchase price) in connection with the termination of the Existing GEAM Agreements, the Interim Advisory Agreement for each Fund must satisfy the following criteria, among others: (i) the compensation under the Interim Advisory Agreement may be no greater than GEAM’s compensation; (ii) the Board, including a majority of the Independent Trustees of the Fund, has voted in person to approve the Interim Advisory Agreement and determines that the scope

and quality of services to be provided to the Fund under the Interim Advisory Agreement will be at least equivalent to the scope and quality of services provided under the Existing GEAM Agreement; (iii) the Board or a majority of the Fund’s shareholders may terminate the Interim Advisory Agreement at any time on not more than 10 days’ notice; (iv) the Interim Advisory Agreement contains substantially similar terms and conditions as the Existing GEAM Agreements; and (v) amounts paid under the Interim Advisory Agreement must be held in escrow until the shareholders have voted on the New Investment Advisory and Administration Agreement and be paid out in accordance with Rule 15a-4.

If the New Investment Advisory and Administration Agreement for a Fund is not approved within 150 days of the date on which the Transaction closes, the Board, in consultation with the Adviser, will consider what further action to take consistent with its fiduciary duties to that Fund. The Board will take such action as it deems to be in the best interests of that Fund and its shareholders, which could include liquidation of the Fund and distribution of the Fund assets in cash, in kind or in a combination thereof. In the event the Transaction is not consummated, GEAM will continue to serve as investment adviser to the Funds pursuant to the terms of the Existing GEAM Agreements.

Section 15(f) of the 1940 Act

Section 15(f) of the 1940 Act permits an investment adviser of a registered investment company (or any affiliated persons of the investment adviser) to receive an amount or benefit in connection with a sale of securities or other interest in the investment adviser, provided that two conditions are satisfied.

First, an “unfair burden” may not be imposed on the investment company as a result of the sale, or any express or implied terms, conditions or understandings applicable to the sale. The term “unfair burden,” 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 any arrangement during the two-year periodpersonnel 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 sale whereby the investment adviser (or predecessor or successor adviser), or any “interested person” of the adviser (as defined in the 1940 Act), receives or is entitledSpecial Meeting and Trustee retirements scheduled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees forbona fide investment advisory or other services), or from any personoccur in connection with the purchase or saleSpecial Meeting, the Board of securities or other property to, from or on behalfeach of State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc. would consist of nine Trustees. All six of the investment company (other than ordinary fees forbona fide principal underwriting services).

Second, during the three-year period after the sale, at least 75%Nominees — Mses. Needham and Spence and Messrs. Holland, Jessee, Riley and Shirk — would be added to these Boards. Three of the current Board members of the investment company’s board cannot be “interested persons” (as defined in the 1940 Act) of the investment adviser or its predecessor.

The Trustees have not been advised by the Adviser or GEAM of any circumstances arising from the Transaction that might result in the imposition of an “unfair burden” on any Fund as defined in Section 15(f) of the 1940 Act. Moreover, SSC and its affiliates have agreed that for two years after the consummation of the Transaction, they will refrain, and will cause the Adviser to refrain, from imposing, or agreeing to impose, any unfair burden on any Fund. SSC and its affiliates have agreed not to propose at this Meeting any increase in the Management Fees paid by a Fund to the Adviser. Additionally, SSC and its affiliates have agreed that for at least three years following the consummation of the Transaction, at least 75% of the members of the Board will not be “interested persons” (as defined in the 1940 Act) of GEAM or SSGA FM. Mr. Simpson currently serves on the Board but is not being nominated for election under Proposal 2 below. If Proposal 2 is approved and the Transaction closes, Mr. Simpson will resign from service on the Board effective upon such closing. Ms.— Mses. La Porta and Rapaccioli and Mr. Simpson are interested persons of the FundsCostantino — have previously been elected by virtue of the fact that they are employees of GEAM.

Based on their evaluation of the materials presented, the Trustees who attended the Board Meeting, including the Independent Trustees, unanimously concluded that the terms of the New Investment Advisory and Administration Agreement are reasonable, fair and in the best interests of the Funds. The Trustees believe that the New Investment Advisory and Administration Agreement will enable each Fund to continue to enjoy the high quality investment management services it has received in the past, at fee rates identical to the present rates. The Trustees unanimously voted to approve and to recommend to the shareholders of each Fund that they approveof State Street Institutional Funds and State Street Variable Insurance Series Funds, Inc. and would continue to serve on these Boards alongside the New Investment Advisory and Administration Agreement.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF

EACH FUND VOTE “FOR” THE APPROVAL OF PROPOSAL 1.

PROPOSAL 2

ELECTION OF TRUSTEES

GE INSTITUTIONAL FUNDS

U.S. EQUITY FUND

U.S. LARGE-CAP CORE EQUITY FUND

PREMIER GROWTH EQUITY FUND

SMALL-CAP EQUITY FUND

S&P 500 INDEX FUND

INTERNATIONAL EQUITY FUND

INCOME FUND

STRATEGIC INVESTMENT FUND

AtNominees after the meeting, you will be asked to approveSpecial Meeting. In connection with the election of Trustees to the Board. The Board has nominated the individuals listed below for election as Trustees, each to hold office until resignation or removal. Under the proposal, shareholders are being asked to vote on these nominees. Pertinent information about each nominee is set forth below. EachNominees, one current Trustee of the nominees currently servesCompanies, 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 Trust.

Two of the nominees, Donna M. Rapaccioliapplicable 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 Jeanne M. La Porta, were appointedsubject to serve as Trusteesany restrictions imposed by action of the Board in 2012 and 2014, respectively. However, they have not yet been considered for service on the Board by the shareholders. Accordingly, the Board nominates Ms. Rapaccioli and Ms. La Porta for your consideration to serve as members of your Board. The Board also nominates John R. Costantino and R. Sheldon Johnson for your consideration to continue to serve as members of the Board. Mr. Costantino and Mr. Johnson have already been approved by the shareholders in 1997 and 2011, respectively. Each of Ms. Rapaccioli and Messrs. Costantino and Johnson serve as Independent Trustees. Ms. La Porta currently serves as an Interested Trustee as she is an “interested person” of the Funds as a result of her role with GEAM.

The safe harbor of Section 15(f) of the 1940 Act, permits an investment adviser of a registered investment company (or any affiliated personsselect another person to fill the vacant position.

Prior to taking action to nominate each of the investment adviser) to receive an amount or benefit in connection with a sale of securities or other interest inNominees, the investment adviser, provided that certain conditions are satisfied. Among other conditions, the safe harbor requires that at least 75% of the members of the investment company’s board cannot be “interested persons” (as defined in the 1940 Act) of the investment adviser or its predecessor during the three-year period after the sale (“Independent Trustees”). At the closing of the Transaction, it is proposed that Mr. Costantino, Mr. Johnson and Ms. Rapaccioli will continue to serve as Independent Trustees of the Funds, and Ms. La Porta will serve as an Interested Trustee of the Funds as a result of her anticipated role with the Adviser.

The Governance Committee of the Trusteach Board reviewed the qualifications, experience and background of each nominee. of the Nominees. Some of the factors considered by the Governance Committee included the following, among others: (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, theeach Governance Committee determined that nominating Ms. Rapaccioli, Ms. La Porta, Mr. CostantinoMessrs. Holland, Jessee, Riley, and Mr. JohnsonShirk and Mses. Spence and Needham would be in the best interests of the shareholders of each Fund. TheCompany. Each Board believes that these nomineesNominees 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.

TheBased upon this review, each Board received the recommendationsvoted by written consent dated October 10, 2018 to nominate each of the Governance Committee. After discussion and consideration of, among other things,Nominees for election by shareholders.

What are the backgroundsqualifications of the nominees,Nominees?

Set forth below are the Board voted to nominate Ms. Rapaccioli, Ms. La Porta, Mr. Costantinonames, ages, business experience during the past five years and Mr. Johnson for election as Trustees.

It is the intentionother directorships of each of the persons named as proxies onTrustees and Nominees and other information relating to the enclosed Proxy Card(s)professional experiences, attributes and skills relevant to vote in favor of the election of each nominee named in this Proxy Statement. Each nominee has consented to be named in this Proxy StatementTrustee’s and Nominee’s qualifications to serve as Trustee if elected.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 no reasonbeen 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 believeshareholders 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 any nominee will become unavailablemay 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 election18 years (since the trusts’ inception) and possesses significant experience regarding the operations and history of those Trusts. He also serves as a Trustee but if that should occur beforeof State Street Navigator Securities Lending Trust.

Michael A. Jessee: Mr. Jessee is an experienced business executive with approximately 41 years of experience in the Meeting,banking industry. He previously served as President and Chief Executive Officer of the proxies will be votedFederal 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 such other nominees22 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 may recommend.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

NoneTrustees and related Committees of SSGA Funds for 29 years and possesses significant experience regarding the operations and history of the Trusteestrust. 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 related to any other. The following tables set forth certain information regarding each existing Trustee and all nominees. Unless otherwise noted, each Trustee has engagedan experienced business executive with over 37 years of experience in the principal occupation listedhealth 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 table for five years or more. The business address of each listed person is 1600 Summer Street, Stamford, Connecticut 06905.

Information Regarding Nominees for Electionnine (9) individuals following the Special Meeting and Existing Trusteesa scheduled Trustee retirement:

Name, Address and Age (Year of Birth),		Position(s) Held with the Companies and AddressLength of Time Served(1)		Position with each Fund Principal Occupation(s) During Past 5 Years; Other Relevant Experience, Attributes and Length of Time ServedSkills(2)		Principal Occupation(s)		Number of of FundsPortfolios in Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During Past 5 Years
Patrick J. Riley c/o SSGA FM One Iron Street Boston, MA 02210 Age 70		New Independent Nominee		2002 to May 2010, Associate Justice of the Superior Court, Commonwealth of Massachusetts; 1985 to 2002, Partner, Riley, Burke & Donahue, L.L.P. (law firm); 1998 to Present, Independent Director, State Street Global Advisers Ireland, Ltd. (investment company); 1998 to Present, Independent Director, SSGA Liquidity plc (formerly, SSGA Cash Management Fund Trustee who is an “Interested Person”plc); January 2009 to Present, Independent Director, SSGA Fixed Income plc; and January 2009 to Present, Independent Director, SSGA Qualified Funds PLC.
Jeanne M. La Porta* (1965)	60		Trustee of Elfun Diversified Fund (2016 – present); Trustee of Elfun Government Money Market Fund (2016 – present); Trustee of Elfun Income Fund (2016 – present); Trustee of Elfun International Equity Fund (2016 – present); Trustee of ElfunTax-Exempt Income Fund (2016 – present); Trustee of Elfun Trusts (2016 – present); Trustee of State Street Institutional Investment Trust (2014 – present); Trustee of SSGA Funds (1988 – present); Trustee of State Street Master Funds (2014 – present); Trustee of State Street Navigator Securities Lending Trust (2016 – present); Board Director and President, 2 yearsChairman, SPDR Europe 1PLC Board (2011- Present); Board Director and Chairman, SPDR Europe II, PLC (2013 – Present).

Name, Address and Age		Position(s) Held with the Companies and Length of Time Served(1)		Principal Occupation(s) During Past 5 Years; Other Relevant Experience, Attributes and Skills(2)		Number of Portfolios in Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During Past 5 Years
Richard D. Shirk c/o SSGA FM One Iron Street Boston, MA 02210 Age 73		New Independent Nominee		March 2001 to April 2002, Chairman (1996 to March 2001, President and Chief Executive Officer), Cerulean Companies, Inc. (holding company) (Retired); 1992 to March 2001, President and Chief Executive Officer, Blue Cross Blue Shield of Georgia (health insurer, managed healthcare).		60		Trustee of Elfun Diversified Fund (2016 – present); Trustee of Elfun Government Money Market Fund (2016 – present); Trustee of Elfun Income Fund (2016 – present); Trustee of Elfun International Equity Fund (2016 – present); Trustee of ElfunTax-Exempt Income Fund (2016 – present); Trustee of Elfun Trusts (2016 – present); Trustee of State Street Institutional Investment Trust (2016 – present); Trustee of SSGA Funds (1988 – present); Trustee of State Street Master Funds (2014 – present); Trustee of State Street Navigator Securities Lending Trust (2016 – present); 1998 to December 2008, Chairman, Board Member and December 2008 to Present, Investment Committee Member, Healthcare Georgia Foundation (private foundation); September 2002 to 2012, Lead Director and Board Member, Amerigroup Corp. (managed health care); 1999 to 2013, Board Member and (since 2001) Investment Committee Member, Woodruff Arts Center; and 2003 to 2009, Trustee, Gettysburg College; Board member, Aerocare Holdings, Regenesis Biomedical Inc.

Name, Address and Age		Position(s) Held with the Companies and Length of Time Served(1)		Principal Occupation(s) During Past 5 Years; Other Relevant Experience, Attributes and Skills(2)		Number of Portfolios in Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During Past 5 Years
Rina K. Spence c/o SSGA FM One Iron Street Boston, MA 02210 Age 70		New Independent Nominee		President of SpenceCare International LLC (international healthcare consulting) (1999 – present); Chief Executive Officer, IEmily.com (health internet company) (2000 – 2001); Chief Executive Officer of Consensus Pharmaceutical, Inc. (1998 – 1999); Founder, President and Chief Executive Officer of Spence Center for Women’s Health (1994 – 1998); President and CEO, Emerson Hospital (1984 – 1994); Honorary Consul for Monaco in Boston (2015 – present).		60		Trustee of Elfun Diversified Fund (2016 – present); Trustee of Elfun Government Money Market Fund (2016 – present); Trustee of Elfun Income Fund (2016 – present); Trustee of Elfun International Equity Fund (2016 – present); Trustee of ElfunTax-Exempt Income Fund (2016 – present); Trustee of Elfun Trusts (2016 – present); Trustee of State Street Institutional Investment Trust (1999 – present); Trustee of SSGA Funds (2014 – present); Trustee of State Street Master Funds (1999 – present); Trustee of State Street Navigator Securities Lending Trust (2016 – present); Trustee, Eastern Enterprise (utilities) (1988 – 2000); Director, Berkshire Life Insurance Company of America (1993 – 2009).
John R. Costantino c/o SSGA FM 1600 Summer St. Stamford, CT 06905 Age 71		Trustee (1997 – present)		Managing General Partner, NGN Capital LLC (2006 – present); and Managing Director, Vice President of Walden Capital Management (1996 – present).		12		Director of Kleinfeld Bridal Corp. (March 2016 – present); Trustee of Neuroscience Research Institute (1986 – 2018); Trustee of Fordham University (1989 – 1995 and 2001 – 2007) and Trustee Emeritus (2007 – present); Trustee of GE Funds (1993 – February 2011); Director of Artes Medical (2006 – 2008); and Trustee of Gregorian University Foundation (1992 – 2007).

Name, Address and Age		Position(s) Held with the Companies and Length of Time Served(1)		Principal Occupation(s) During Past 5 Years; Other Relevant Experience, Attributes and Skills(2)		Number of Portfolios in Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During Past 5 Years
Donna M. Rapaccioli c/o SSGA FM 1600 Summer St. Stamford, CT 06905 Age 55		Trustee (2012 – present)		Dean of the Gabelli School of Business (2007 – present) and Accounting Professor (1987 – present) at Fordham University.		12		Trustee of Emmanuel College (2010 – present).
Interested Trustees(4)
Ellen M. Needham(5) c/o SSGA FM One Iron Street Boston, MA 02210 Age 51		New Interested Nominee		President and Director, SSGA FM (2001 – present)*; Senior Managing Director, State Street Global Advisors (1992 – present)*; Director, State Street Global Advisors Funds Distributors, LLC (May 2017 – present).*		None.		None.

Name, Address and Age		Position(s) Held with the Companies and Length of Time Served(1)		Principal Occupation(s) During Past 5 Years; Other Relevant Experience, Attributes and Skills(2)		Number of Portfolios in Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During Past 5 Years
Jeanne M. La Porta(6) SSGA FM 1600 Summer St. Stamford, CT 06905 Age 52		Trustee (2014 – present)		Senior Managing Director at State Street Global Advisors (July 2016 – present); Director of State Street Global Advisors Funds Distributors, LLC (May 2017 – present); President of GE Retirement Savings Plan Funds (July 2016 – present); Senior Vice President and Commercial Operations Leader at GEAM since March 2014;(March 2014 – July 2016); President of GEState Street Institutional Funds and GE InvestmentsState Street Variable Insurance Series Funds, Inc. since April 2014;(April 2014 – present); President and Trustee of GEAM’s UCITs Funds (March 2014 – November 2014); Senior Vice President and Commercial Administrative Officer at GEAM from April(April 2010 to– March 2014;2014); Vice President of GEState Street Institutional Funds since July 2003;(July 2003 – present); Vice President of Elfun Funds and GE Retirement Savings Plan Funds since October 2003;(October 2003 – July 2016); Secretary of GE Funds from July(July 2007 to– September 20102010) and Vice President from July(July 2007 to– February 2011;2011); Senior Vice President and Deputy General Counsel of GEAM from October(October 2007 to– April 2010;2010); Vice President and Assistant Secretary of Elfun Funds and GE Retirement Savings Plan Funds from July(July 2003 to– June 2010;2010); and Vice President and Associate General Counsel – Marketing and Client Services (formerly Asset Management Services) at GEAM from May(May 1997 to– October 2007.2007).		2418		Director and President of GE Investments Funds, Inc. since 2014; Trustee of Elfun Funds GE Retirement Savings Plan Funds since 2014 and Director of GE Investment Distributors, Inc. since June 2011.(2014 – present).

Name, (Year of Birth), and Address(1)		Position with each Fund and Length of Time Served(2)		Principal Occupation(s)		Number Each Trustee serves for the lifetime of Funds in Fund Complex Overseen by Trustee		Other Directorships Heldthe applicable Company or until his or her death, resignation, retirement or removal. by Trustee
Matthew J. Simpson(3)* (1961)		Trustee and Executive Vice President, 8 years		Executive Vice President, General Counsel and Secretary of GEAM since July 2007; Secretary of Elfun Funds and GE Retirement Savings Plan Funds since July 2007; Senior Vice President and General Counsel – Marketing and Client Services (formerly Asset Management Services) of GEAM and Senior Vice President and General Counsel of GE Asset Management Services from February 1997 to July 2007; Vice President and Associate General Counsel of GEAM from October 1992 to February 1997; Secretary of GE Institutional Funds and GE Investments Funds, Inc. from 1997 to July 2007 and Vice President from September 2003 to July 2007; Assistant Secretary of Elfun Funds and GE Retirement Savings Plan Funds from 1998 to July 2007 and Vice President from October 2003 to July 2007; and Secretary of GE Funds from 1993 to July 2007 and Vice President from September 2003 to July 2007.		24		Director and Executive Vice President of GE Investments Funds, Inc. since July 2007; Trustee of Elfun Funds, GE Retirement Savings Plan Funds and General Electric Pension Trust since July 2007; Director of GEAM since July 2007; Trustee and Executive Vice President of GE Funds from July 2007 to February 2011; and Director of GE Investment Distributors, Inc. since June 2011.

What are each Board’s Oversight Role in Managementresponsibilities?

TheEach 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 managingoverseeing the businessAdviser and affairsother service providers in the operation of the Trust. Amongapplicable Company in accordance with the provisions of the 1940 Act, applicable state laws and regulations, other things,applicable laws and regulations, and such Company’s governing documents.

How does each Board oversee risk management on behalf of the Board generally oversees the portfolioFunds?

Each Board’s role in management of each Fund and the applicable Company is oversight of activities of service providers and officers of the Trust. The Board also reviews and approves each Fund’s advisory and sub-advisory contracts and other principal contracts.

Company. As is the case with virtually all investment companies (as distinguished from operating companies), service providers to the Trust,each Company, primarily GEAMSSGA FM and its affiliates, have responsibility for theday-to-day management of the Funds,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, theeach Board, acting at its scheduled meetings, or the Chairman of thesuch Board, acting between Board meetings, regularly interacts with and receives reports from senior personnel of service providers, including GEAM’sSSGA FM’s Chief Investment Officers (or their senior representatives), the Trust’sapplicable Company’s and GEAM’sSSGA FM’s Chief Compliance Officer and portfolio management personnel. TheEach Board’s Audit Committee (which consists of all of the Independent Trustees) meets during its scheduled meetings, and between meetings the

Chair of thesuch Audit Committee maintains contact with the Trust’sCompany’s Treasurer. TheEach Board also receives periodic presentations from senior personnel of GEAMSSGA FM or its affiliates regarding risk management generally, 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. GEAMSSGA FM and other service providers to the Trusteach Company have adopted a variety of policies, procedures and controls designed to address among other things particular risks to the Trust.such Company. Different processes, procedures and controls are employed with respect to different types of risk. TheEach Board also receives reports from counsel to the TrustCompany or counsel to GEAMSSGA FM and the Board’s own independent legal counsel regarding regulatory compliance and governance matters. TheEach Board’s oversight role does not make the Board a guarantor of the Trust’sCompany’s investments or activities, or make the Board obligated to perform those activities directly.

How is each Board Compositionstructured?

The 1940 Act requires that at least 40% of an investment company’s trustees not be “interested persons” (as defined in the 1940 Act) of that company, and Leadership Structure

as such, those Independent Trustees may not be affiliated with SSGA FM. To rely on certain exemptive rules under the 1940 Act, a majority of an investment company’s trustees must be non-interested trustees, and for certain important matters, such as the approval of investment advisory agreements or transactions with affiliates, the 1940 Act or the rules thereunder require the approval of a majority of thenon-interested trustees. Currently, a majority of theeach Company’s Trustees are Independent Trustees. The Chairman of the Board is a non-executivean Independent Trustee. The Independent Trustees are members of each Company’s Audit Committee and Governance Committee.

Audit Committee. The Board met eight times duringAudit Committee evaluates and selects the Funds’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, ended September 30, 2015, including five regular meetings and three specialthe Audit Committee held four meetings. Each Trustee attended at least 75% of the total number of meetings of the Board and of any committee of which he or she was a member during that fiscal year of each Fund.

The Board has established two standing committees to oversee particular aspects of the management of each Fund. The standing committees of the Board are described below.

Governance Committee. The Governance Committee selects and nominates person(s) for election or appointment as Trustees including both Independentnon-interested Trustees and Interested Trustees who are interested persons of the Companies. The Governance Committee reviews the compensation payable to the Independentnon-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 legal counsel to the Independentnon-interested Trustees and consults with such independent legal 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 Trust doesCompanies do not hold regular annual shareholder meetings, no formal procedures have been established with respect to shareholder submission of Trustee candidates for consideration by the Governance Committee. TheA copy of the Amended and Restated Audit Committee Charter is attached hereto asAppendix A. During the prior fiscal year, the Governance Committee didmembers 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 either not meetreadily 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.

Trustees (including Nominees)		Name of Company and Fund				Dollar Range of Equity Securities in Each Fund				Aggregate dollar Range of Equity Securities in All Funds Overseen by Trustee or Nominee in Family of Investment Companies
Interested Trustees
Ellen M. Needham			None.				None.			None.
Jeanne M. La Porta			None.				None.			None.

To the best of the Companies’ knowledge, as of September 30, 2018 no person owned beneficially more than 5% of the outstanding shares of any class of any Fund’s securities, except as set out inAppendix B to this Proxy Statement.

Independent Public Accountants.

The Board has selected the accounting firm Ernst & Young LLP as the independent public accountant 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 withRule 32a-3(a)(1) under the 1940 Act.

Representatives of Ernst & Young LLP are not expected to be represented at the Special Meeting, but a representative is expected to be available via telephone during 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 performance of the audit of VIS’s financial statements that were not reported under “Audit Fees” above.

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 Committee of each Board will periodically consider whether Ernst & Young LLP’s receipt ofnon-audit 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, 2015.

Audit Committee.The Audit Committee evaluates2018 and selects the Trust’s independent auditors. The Audit Committee meets with the Trust’s independent auditors to review the scope and cost of the Trust’s audit and 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. The Audit Committee evaluates and selects the Trust’s independent auditors. The Audit Committee meets with the Trust’s independent auditors to review the scope and cost of the Trust’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. The Board has determined that

Mr. Costantino and Ms. Rapaccioli are “audit committee financial experts,” as defined in Item 407 of Regulation S-K under the Securities Act of 1933, as amended (the “1933 Act”). The Audit Committee met three timesfrom VIS during the fiscal year ended September 30, 2015.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.

Name, Address, and Year of Birth		Position(s) Held with the Companies		Term of Office and Length of Time Served		Principal Occupation(s) During Past 5 Years; Other Relevant Experience, Attributes and Skills
Arthur A. Jensen SSGA FM 1600 Summer Street Stamford, CT 06905 Age 51		Treasurer		Until successor is elected and qualified. Served: Since 2011		Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (July 2016 – present); Deputy Treasurer of Elfun Funds (July 2016 – present); Treasurer of State Street Institutional Funds, State Street Variable Insurance Series Funds, Inc. and GE Retirement Savings Plan Funds (June 2011 – present); Treasurer of Elfun Funds (June 2011 – July 2016); Mutual Funds Controller of GEAM (April 2011 – July 2016).
Brian Harris SSGA FM One Iron Street Boston, MA 02210 Age 44		Chief Compliance Officer (State Street Institutional Funds only), Chief Compliance Officer (State Street Variable Insurance Series Funds, Inc. only), and Anti-Money Laundering Officer		Until successor is elected and qualified. Served: Since 2018		Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (June 2013 – present)*; Senior Vice President and Global Head of Investment Compliance, BofA Global Capital Management (2010 – 2013).
Bruce S. Rosenberg SSGA FM One Iron Street Boston, MA 02210 Age 56		Assistant Treasurer		Until successor is elected and qualified. Served: Since 2016		Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (July 2015 – present); Director, Credit Suisse (April 2008 – July 2015).
Ann M. Carpenter SSGA FM One Iron Street Boston, MA 02210 Age 51		Assistant Treasurer		Until successor is elected and qualified. Served: Since 2016		Chief Operating Officer, SSGA Funds Management, Inc. (2005 – present)*; Managing Director, State Street Global Advisors (2005 – present).*
Chad C. Hallett SSGA FM One Iron Street Boston, MA 02210 Age 48		Assistant Treasurer		Until successor is elected and qualified. Served: Since 2016		Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (November 2014 – present); Vice President, State Street Bank and Trust Company (2001 – November 2014).
Darlene Anderson-Vasquez SSGA FM One Iron Street Boston, MA 02210 Age 49		Assistant Treasurer		Until successor is elected and qualified. Served: Since 2017		Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (May 2016 – present); Senior Vice President, John Hancock Investments (September 2007 – May 2016).

Name, Address, and Year of Birth		Position(s) Held with the Companies		Term of Office and Length of Time Served		Principal Occupation(s) During Past 5 Years; Other Relevant Experience, Attributes and Skills
Daniel G. Plourde SSGA FM One Iron Street Boston, MA 02210 Age 38		Assistant Treasurer		Until successor is elected and qualified. Served: Since 2017		Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (May 2015 –present); Officer, State Street Bank and Trust Company (March 2009 – May 2015).
Jesse D. Hallee State Street Bank and Trust Company 100 Summer Street, 7th Floor Boston, MA 02111-2900 Age 41		Secretary		Until successor is elected and qualified. Served: Since 2017		Vice President and Managing Counsel, State Street Bank and Trust Company (2013 – present); Vice President and Counsel, Brown Brothers Harriman & Co. (2007 – 2013).

What happens if shareholders do not approve the Nominees?

If shareholders of a Company do not approve the Nominees, such Company will continue to be managed under the current Trustees and the Board 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 is 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.

EACH BOARD RECOMMENDS

THAT SHAREHOLDERS VOTE “FOR” EACH OF THE NOMINEES UNDER THE PROPOSAL

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 that Company.

How is my proxy being solicited?

Each Company has retained Broadridge Investor Communication Solutions, Inc. (the “Proxy Solicitor”) to assist in the solicitation of proxies, at an estimated cost of $62,273 which will be paid by the Adviser. 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. 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, 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. 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 Adviser 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 Treasurer of the Companies, and Ann Carpenter, Assistant Treasurer of the Companies, or one or more substitutes designated by them, as proxies who are authorized to vote Fund shares as 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 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 the Company 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 Company 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. For SSIF, Thirty percent (30%) of the shares entitled to vote shall constitute a quorum. For VIS,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”) 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 Form must be received no later than 5:00 p.m. on January 9, 2019.Appendix D sets forth the number of shares of each class of each Fund issued and outstanding as of the Record Date.

The shareholders in attendance at the Special Meeting may adjourn the Special Meeting. The 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 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 the Proposal requires the affirmative vote of a plurality of the shares cast at the Special Meeting, an abstention or brokernon-vote will have no effect on such matter.

Voting by Insurance Companies

The following information is relevant to shareholders or variable contract owners of VIS.

Insurance company separate accounts (the “Separate Accounts”) are the only shareholders of record of the Funds. 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.

Each Insurance Company will vote the shares of the Funds 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 Cards received by the issuing Insurance Company by the close of business on January 9, 2019 will be counted for purposes of voting at the Special Meeting.

The number of shares of capital stock in a 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 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 Adviser 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 a Fund held by their respective Separate Accounts at the Special Meeting. Therefore, a small number of variable contract owners may determine whether a Proposal is approved. In determining to vote the shares of a 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 shareholders 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.

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 a Company 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 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 Adviser (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 that proxy ballot in the envelope provided. It is important that your proxy ballot be received no later than January 9, 2019.

Jeanne M. La Porta

President, State Street Institutional Funds and

State Street Variable Insurance Series Funds, Inc.

November 19, 2018

One Iron Street

Boston, Massachusetts 02210

APPENDIX A

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 areTrustees/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 Trust’s AuditCommittee. 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 Governanceshall 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.

If1.    Meetings

The Committee may meet either on its own or in conjunction with meetings of the Transaction closesfull 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:

the Fund (i) as additions to the Board, (ii) to fill vacancies which, from time to time, may occur in the Board and (iii) for election by a Fund’s shareholders at meetings called for the election of 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 that is considerednon-routine (that is, GEAM will share correspondence other than routine requestscalled for transactions, address changes, and the like). Givenpurpose 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 amountto):

In addition, the Governance Committee may consider whether a potential 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. Any request

The Committee shall review nominees recommended to the Board by managementshareholders 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 prospective candidate would be given appropriate consideration. 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 Trust has not paid a feeIndependent Directors, including the Committee, are authorized, at their own discretion, to third partieshire reasonable staff, consultants or other experts to assist in finding nominees.them on matters requiring additional expertise. The associated reasonable expense will be an appropriate Fund expense.

9.    Trustee Attendance at Special MeetingsRetirement Policy

As the Funds do not regularly hold special meetings of shareholders, theA Board does not have a policymember shall retire on Trustee attendance at such meetings.

Ownership of Securities

Set forth below is the dollar range of equity securities owned by each nominee as ofor before December 31 2015.of the year in which he/she turns 75.

10.    Independent Trustees’ OwnershipReview of SecuritiesCharter & Responsibilities

AsThe Committee shall periodically review the role of March 31, 2016 nothe Committee and this Charter and make recommendations to the Independent Trustee (or his/her immediate family members) owned securitiesDirectors with respect thereto.

11.    Maintenance of GEAM or the Adviser or securitiesCharter & Procedures

Each Fund shall maintain and preserve in an entity controlling, controlled by or under common control with GEAM or the Adviser (not including registered investment companies).

Officerseasily accessible place a copy of the Trust

The following table sets forth certain information regarding the officers of the Trust. Except as otherwise noted, each individual has held the positions shown in the table below for at least the last five years. The business address of each listed person is 1600 Summer Street, Stamford, Connecticut 06905. Officers of the Trust are appointedcurrent Charter and any prior version approved by the Trustees and serve at the pleasure of the Board. The Trust’s current officers are expected to continue to serve in their same positions after the closing of the Transaction.

APPENDIX A

The FUND’S GOVERNANCE COMMITTEE

Current as of December 14, 2017

(1)	The business address of each listed person is 1600 Summer Street, Stamford, Connecticut 06905.

(2)

Pursuant to the By-Laws of the Funds, each officer elected by the Trustees shall hold office until his or her successor shall have been elected and qualified or until his or her earlier death, inability to serve, or resignation. Officers serve at the pleasure of the Trustees and may be removed at any time with or without cause.

(3)	Except as otherwise indicated, each individual has held the positions shown for at least the last five years.

Compensation of Trustees

The following table sets forth information concerning the compensation of the Trustees. The Trust does not have any pension or retirement plan for its Trustees. For the fiscal year ended September 30, 2015 the Trustees received the amounts set forth in the following table. Each officer and Trustee who is an officer or employee of GEAM or the Adviser or any entity controlling, controlled by or under common control with GEAM or the Adviser serves as a Trustee and/or officer without any compensation.

THE BOARD UNANIMOUSLY RECOMMENDS

THAT YOU VOTE “FOR” EACH NOMINEE.

PROPOSAL 3AAPPENDIX B

APPROVALBENEFICIAL OWNERS OF MANAGER-OF-MANAGERS AUTHORITY FOR SSGA FM

GE INSTITUTIONAL FUNDS

U.S. EQUITYMORE THAN 5% OF ANY CLASS OF ANY FUND

U.S. LARGE-CAP CORE EQUITY FUND

PREMIER GROWTH EQUITY FUND

SMALL-CAP EQUITY FUND

S&P 500 INDEX FUND

INTERNATIONAL EQUITY FUND

INCOME FUND

STRATEGIC INVESTMENT FUND

At the Meeting, you will be asked to approve granting manager-of-managers authority to SSGA FM.

Like GEAM, SSGA FM has been granted an exemptive order by the SEC under which SSGA FM may, subject to approval of the Board, enter into and materially amend sub-advisory agreements with unaffiliated sub-advisers for a fund it advises without obtaining shareholder approval in each case. This order is substantially similar to GEAM’s order. If the manager-of-managers authority is approved for SSGA FM, SSGA FM is expected to enter into sub-advisory agreements that will continue the sub-advisory arrangements with the Small-Cap Equity Fund Sub-Advisers and may in the future retain other sub-advisers with respect to that or other Funds. As described more fully below, without the approval of this Proposal 3, the exercise of the Adviser’s right to hire or replace sub-advisers for the benefit of a Fund would require, in each instance, the approval of shareholders of that Fund, which is a costly and time consuming process.

“Manager-of-Managers” Structure

As under the Existing GEAM Agreements, the New Investment Advisory and Administration Agreement permits SSGA FM to delegate portfolio management duties with respect to any Fund to a sub-adviser. Before doing so, the 1940 Act requires that the sub-advisory agreement be approved by the shareholders of such Fund. The SEC has from time to time granted exemptions from this requirement to certain funds and investment advisory firms. The exemptions allow what is known as a “manager-of-managers” structure—a structure already utilized by some of the Funds. Given the requirements of the 1940 Act, without a “manager-of-managers” structure in place, the Funds would need to obtain shareholder approval of a sub-advisory agreement in order to hire a new sub-adviser, replace an existing sub-adviser, materially change the terms of an existing sub-advisory agreement, or continue the employment of an existing sub-adviser when that sub-advisory agreement terminates due to an assignment of the agreement, such as in the event of a change of control of the sub-adviser. The process of seeking shareholder approval of sub-advisory agreements is administratively burdensome and costly and may cause delays in executing changes that the Board and the Adviser have determined as necessary or desirable. These costs are often borne by a Fund (and therefore indirectly by such Fund’s shareholders). Although a potential disadvantage of a “manager-of-managers” structure for a Fund is that the retention of new sub-advisers or replacement of sub-advisers often entails adjustments in such Fund’s portfolio that may result in portfolio expenses, the Board and the Adviser believe that the benefits from the judicious use of the approach to such Fund would outweigh the potential disadvantages.

Because the Adviser may not have the investment management capability to manage all asset classes and market segments, or the experience to fully utilize certain investment techniques and strategies, it may be desirable under certain circumstances for the Adviser to retain highly qualified sub-advisers with expertise that complements or supplements the Adviser’s capabilities. A “manager-of-managers” arrangement would give the Adviser greater flexibility to efficiently retain sub-advisers to manage investments in certain classes of assets or to fully utilize certain investment techniques and strategies.

Manager-of-Managers Exemptive Orders

In 2009, the SEC granted an exemptive order which allows GEAM to enter into and materially amend investment sub-advisory agreements for a Fund without obtaining shareholder approval in each case. The SEC granted a substantially similar order in 2014 which gave SSGA FM, or any entity controlling, controlled by or under common control with SSGA FM or it successors the same authority over funds it manages. SSGA FM’s exemptive order is subject to the condition that the shareholders of a Fund approve the manager-of-managers authority before the first time it is exercised with respect to that Fund andSeptember 30, 2018, the following additional conditions, allshareholders owned of which the Adviser will be required to comply with upon approval of manager-of-managers authority for a Fund:

8.

Whenever the Board approves a new sub-advisory agreement for a Fund, the Board, including a majority of the Independent Trustees, will make a separate finding that such approval is being made free of any influence from any other Fund or its respective Trustees and officers. The finding required by this condition will be documented in the minutes of the meeting of the Board, together with the members of the Board’s basis for the finding.

Comparison of Current and Proposed Selection Process for Sub-Advisers

Under both the current process and the proposed process for approval of the Fund’s sub-advisory arrangements, any new sub-advisory agreement and any material change to an existing sub-advisory agreement requires approval by the Board. In considering whether to appoint an existing sub-adviser for any Fund, the Board will analyze the factors it considers relevant, including the nature, extent, and quality of the services to be provided; investment performance; the costs of the services to be provided; and such other factors that the Board considers relevant to the sub-adviser’s performance. Furthermore, operation of the Funds under the proposed “manager-of-managers” structure would not diminish the Adviser’s responsibilities to the Funds, including the Adviser’s overall responsibility for the portfolio management services furnished by a sub-adviser.

If the shareholders of a Fund do not approve this Proposal 3, in order for the Adviser to appoint a new sub-adviser to a Fund or materially change an existing sub-advisory agreement relating to a Fund, the Board must call and hold a shareholder meeting of that Fund, and the Fund must create and distribute proxy materials, and solicit votes from its shareholders. This process is time consuming and costly and will delay the appointment of a new sub-adviser or the implementation of material changes to an existing sub-advisory agreement even when the Board and the Adviser have concluded it to be necessary or desirable for a Fund to do so. The Board and the Adviser therefore believe that the “manager-of-managers” structure should allow each Fund to operate more efficiently.

Matters Considered by the Board

At the Board Meeting, the Trustees, including a majority of the Independent Trustees, who were present at the Board Meeting considered and unanimously approved the use of a “manager-of-managers” structure and the seeking of shareholder approval of the same. In evaluating this arrangement, the Board, including the Independent Trustees, considered various factors and other information, including the following:

1. The Small-Cap Equity Fund currently uses a “manager-of-managers” structure with GEAM, which was approved by its shareholders at a meeting held on August 6, 2008;

2. A “manager-of-managers” structure would enable SSGA FM and the Board to act more quickly, and with less expense to a Fund, in appointing new sub-advisers or making material changes to an existing sub-advisory agreement relating to a Fund when the Board and SSGA FM believe that such appointment or changes would be in the best interests of such Fund and its shareholders;

3. SSGA FM would be required, as a condition to relying on its exemptive order, to (i) set the Fund’s overall investment strategies; (ii) evaluate, select and recommend sub-advisers to provide purchase and sale recommendations to SSGA FM or investment advice to all or a portion of the Fund’s assets; (iii) allocate and, when appropriate, reallocate the Fund’s assets among multiple sub-advisers; (iv) monitor and evaluate the

sub-advisers’ performance; and (v) implement procedures reasonably designed to ensure that sub-adviser(s) comply with the relevant Fund’s investment objectives, policies and restrictions; and

4. No sub-adviser could be appointed without Board approval.

In addition, the Board believes that it is appropriate to vest the selection of the sub-advisers in SSGA FM in light of SSGA FM personnel’s investment advisory expertise and its experience in selecting and monitoringsub-advisers. Based on its consideration of these factors, the Board concluded that approval of manager-of-managers authority for SSGA FM would be in the best interests of each Fund and its shareholders.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE APPROVAL OF PROPOSAL 3A.

PROPOSALS 3B TO 3F

APPROVAL OF A NEW SUB-ADVISORY AGREEMENT WITH EACH OF PALISADE CAPITAL

MANAGEMENT, LLC, CHAMPLAIN INVESTMENT PARTNERS, LLC, GLOBEFLEX CAPITAL, L.P.,

KENNEDY CAPITAL MANAGEMENT, INC. AND SOUTHERNSUN ASSET MANAGEMENT LLC

GE INSTITUTIONAL FUNDS

SMALL-CAP EQUITY FUND

At the Meeting, you will be asked to approve the New Sub-Advisory Agreements between the Adviser and each of the Small-Cap Equity Fund Sub-Advisers. A general description of the New Sub-Advisory Agreements and a comparison of the Small-Cap Equity Fund’s New Sub-Advisory Agreements with the Existing Sub-Advisory Agreements are included below. The form of the Small-Cap Equity Fund’s New Sub-Advisory Agreements is attached hereto asExhibit E.

A shareholder vote is being sought because the Transaction will involve the assignment by GEAM and certain of its subsidiaries to SSC of the Existing GEAM Agreements, which will cause the Existing Sub-Advisory Agreements to automatically terminate in accordance with their terms. The Adviser is expected to enter into sub-advisory arrangements that will continue the sub-advisory arrangements with the Small-Cap Equity Fund Sub-Advisers. If manager-of-managers authority is not approved, separate shareholder approval will be necessary to approve the New Sub-Advisory Agreements with respect to the Small-Cap Equity Fund. Thus, in order to ensure that the Small-Cap Equity Fund continues to receive sub-advisory services in the event the manager-of-managers authority is not approved for the Fund, shareholders of the Small-Cap Equity Fund are being asked to approve the New Sub-Advisory Agreements.

The Transaction does not affect the amount of shares you own or the total Management Fee rates charged to the Small-Cap Equity Fund. The Small-Cap Equity Fund Sub-Advisers will continue to serve as the Fund’s sub-advisers on terms that are substantially similar to the Fund’s Existing Sub-Advisory Agreements. In addition, it is intended that the same portfolio managers will continue to manage the Small-Cap Equity Fund in accordance with the same investment objectives and policies. The Board’s rationale for approve the New Sub-Advisory Agreements is discussed in greater detail below under “Matters Considered by the Board.”

Background on the Existing Sub-Advisory Agreements and the Small-Cap Equity Fund Sub-Advisers

The assets of the Small-Cap Equity Fund are currently allocated to and managed by each of the Small-Cap Equity Fund Sub-Advisers.

Historical Fees

GEAM pays the Small-Cap Equity Fund Sub-Advisers sub-advisory fees for their services based on the assets allocated to each of the Small-Cap Equity Fund Sub-Advisers. During the fiscal year ended September 30, 2015, GEAM paid aggregate sub-advisory fees to the Small-Cap Equity Fund Sub-Advisers of $6,653,539.

Portfolio Management Team and Biographies

If the proposed New Sub-Advisory Agreements with each of the Small-Cap Equity Fund Sub-Advisers are approved by the shareholders, then the current team of portfolio managers of each of the Small-Cap Equity Fund Sub-Advisers will continue to manage their portion of the Fund’s assets.

Additional information about the Small-Cap Equity Fund Sub-Advisers, including the principal executive officers and directors of the Small-Cap Equity Fund Sub-Advisers, biographies of the portfolio management

team of the Small-Cap Equity Fund Sub-Advisers, and other investment companies that have an investment objective similar to that of the Small-Cap Equity Fund for which the Small-Cap Equity Fund Sub-Advisers provide investment management services, is provided inExhibits F to J.

Material Terms of the Small-Cap Equity Fund’s New Sub-Advisory Agreements

The following discussion is a description of the material terms of the New Sub-Advisory Agreements. This description is intended only as a summary. Shareholders should refer to the form of the New Sub-Advisory Agreements, which is attached asExhibit E to this Proxy Statement.

The New Sub-Advisory Agreements are substantially similar to the Existing Sub-Advisory Agreements with the Small-Cap Equity Fund Sub-Advisers. Each New Sub-Advisory Agreement will provide the same general responsibilities as the Existing Sub-Advisory Agreements, as described below.

Under the New Sub-Advisory Agreements, the Small-Cap Equity Fund Sub-Advisers will be responsible for providing an investment program for the those assets allocated to them by the Adviser, which may be changed from time to time at the sole discretion of the Adviser (the “Allocated Assets”), including the investment research and management, subject to the oversight and supervision of the Adviser and the Board. The Small-Cap Equity Fund Sub-Advisers will determine from time to time what investments will be purchased, retained, or sold by the Fund with respect to the Allocated Assets and will be responsible for placing purchase and sell orders for the Allocated Assets. The Small-Cap Equity Fund Sub-Advisers will also consult with the Adviser regarding matters pertaining to the Small-Cap Equity Fund, including market strategy and portfolio characteristics. As with the Existing Sub-Advisory Agreement, among its duties under each New Sub-Advisory Agreement, each Small-Cap Equity Fund Sub-Adviser will (1) provide the Adviser and the Board with reports and other information about the Allocated Assets, (2) assist the Adviser and the Board in determining the fair value of investments held as part of the Allocated Assets, (3) assist the Small-Cap Equity Fund’s accounting services agent or the Adviser to obtain independent sources of market values for other portfolio investments, and (4) cooperate fully with the Adviser and the Trust’s Chief Compliance Officer with respect to all compliance-related matters regarding the Allocated Assets.

Under the New Sub-Advisory Agreements, the Adviser, and not the Small-Cap Equity Fund, is responsible for payment of the sub-advisory fees to the Small-Cap Equity Fund Sub-Advisers.

During the term of each New Sub-Advisory Agreement, each Small-Cap Equity Fund Sub-Adviser will bear all expenses incurred by it in connection with its investment sub-advisory services under such agreement. The agreement may only continue in effect for a period of more than two years from the date of its execution, if such continuance is specifically approved at least annually (a) by the Board or (b) by a vote of a majority of the Small-Cap Equity Fund’s outstanding voting securities, as defined in the 1940 Act, provided that in either event the continuance is also approved by a majority of the Board who are not “interested persons” (as defined in the 1940 Act) of any party to the agreement, by vote cast in person at a meeting called for the purpose of voting on the approval. Each New Sub-Advisory Agreement will terminate automatically in the event of its assignment, including without limitation, a change of control of a Small-Cap Equity Fund Sub-Adviser, or upon termination of the New Investment Advisory and Administration Agreement between the Adviser and the Small-Cap Equity Fund. Each New Sub-Advisory Agreement provides that the Small-Cap Equity Fund Sub-Adviser may render similar sub-advisory services to other clients so long as the services that it provides under the applicable New Sub-Advisory Agreement are not impaired thereby.

Under each New Sub-Advisory Agreement, the Trust agrees to indemnify and hold the applicable Small-Cap Equity Fund Sub-Adviser, its officers and directors, and any person who controls the Small-Cap Equity Fund Sub-Adviser within the meaning of Section 15 of the 1933 Act harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorneys’ fees) arising out of any claim, demand, action, suit or proceeding arising out of any misrepresentation of a material fact or the omission of a fact necessary to make

information not misleading in the Registration Statement, any proxy statement, or any annual or semi-annual report to investors in the Small-Cap Equity Fund (other than a misstatement or omission relating to disclosure about the Small-Cap Equity Fund Sub-Adviser approved by the Small-Cap Equity Fund Sub-Adviser or provided to the Adviser or the Trust by the Small-Cap Equity Fund Sub-Adviser or relating to an incorrect valuation of a Fund portfolio security that resulted from any breach by the Small-Cap Equity Fund Sub-Adviser of the second paragraph of Section 2(g) of the New Sub-Advisory Agreement).

Neither the sub-advisory fees paid to the Small-Cap Equity Fund Sub-Advisers by the Adviser nor the Management Fee paid by the Small-Cap Equity Fund to the Adviser will change as a result of the Transaction or approval of any of the Small-Cap Equity Fund’s New Sub-Advisory Agreements. As described above, the Adviser, and not the Small-Cap Equity Fund, is responsible for payment of the sub-advisory fees to the Small-Cap Equity Fund Sub-Advisers under the New Sub-Advisory Agreements. The fees payable to the Small-Cap Equity Fund Sub-Advisers pursuant to the New Sub-Advisory Agreement are included in the Management Fee paid to the Adviser. For the fiscal year ended September 30, 2015 sub-advisory fees were paid to the Small-Cap Equity Fund Sub-Advisers in an aggregate amount of $7,972,296.

Differences between the Small-Cap Equity Fund’s Existing and New Sub-advisory Agreements

Notwithstanding references to the Small-Cap Equity Fund’s New Sub-advisory Agreements as “new,” the agreements are substantially similar to the Existing Sub-Advisory Agreements. The New Sub-Advisory Agreements do not change sub-advisory service terms, the terms for dealing with securities brokers and dealers on behalf of the Small-Cap Equity Fund or the terms as to limitation of liability. In addition, the New Sub-Advisory Agreements do not change as to term (successive one-year terms following an initial two-year term), choice of law, continuance and termination.

Below is a description of the material differences in terms between the Existing Sub-Advisory Agreements and the New Sub-Advisory Agreements. The following is intended only as a summary. Shareholders should refer to the form of New Sub-Advisory Agreement set out inExhibit E.

The New Sub-Advisory Agreements heighten the sub-adviser’s duty to notify SSGA FM of instances in which the sub-adviser knows or has reason to know that the available price of a portfolio security does not represent the security’s fair value, or if a security should be subject to a fair valuation determination. The proposed agreements clarify that the sub-adviser’s duty to promptly notify SSGA FM means notification on the same day either before the release of the Fund’s net asset value or 6:00 pm.

The New Sub-Advisory Agreements also clarify that (i) whether the agreement has been “assigned” will be determined by looking to the definition of “assignment” under the 1940 Act, the rules thereunder and the SEC staff interpretations thereof and (ii) the sub-adviser’s duty to indemnify the Trust extends to the Trust’s officers, directors and any person who controls the Trust, as defined under Section 15 of the 1933 Act.

The New Sub-Advisory Agreements also remove the provisions detailing the information required to be furnished by the sub-adviser in connection with the annual contract renewal process. Since the information requested by the Board in connection with its 15(c) review of these agreements varies from year to year, these provisions were removed to ensure that the agreements will not be inconsistent with the requests made by the Board from time to time.

Matters Considered by the Board

At the Board Meeting, the Trustees, including a majority of the Independent Trustees, who were present at the Board Meeting considered and unanimously approved the New Sub-Advisory Agreements with each of the Small-Cap Equity Fund Sub-Advisers. The Trustees noted that they had previously considered and approved the Existing Sub-Advisory Agreements with each Small-Cap Equity Fund Sub-Adviser at meetings held on

December 16 and 18, 2015. For that reason, the Trustees focused on information with respect to those Small-Cap Equity Fund Sub-Advisers that had changed since that prior approval, but otherwise relied in part on their prior determinations, consideration and analysis.

In advance of the Board Meeting, the Board received materials from GEAM, the Adviser and each of the Small-Cap Equity Fund Sub-Advisers, and had the opportunity to ask questions and request additional information in connection with its consideration. The materials detailed, among other things, information about each of the Small-Cap Equity Fund Sub-Advisers and its professional staff, the Small-Cap Equity Fund Sub-Advisers’ experience, expertise and historical performance in managing similar funds and in servicing institutional clients.

In approving the New Sub-Advisory Agreements with each of the Small-Cap Equity Fund Sub-Advisers, the Trustees considered those factors they deemed relevant, including the nature, quality and extent of services expected to be provided by Small-Cap Equity Fund Sub-Advisers. In its deliberations, the Board did not identify any single factor that was dispositive and each Trustee may have attributed different weights to the various factors. The Trustees evaluated this information and all other information made available to them by GEAM, the Adviser and the Small-Cap Equity Fund Sub-Advisers, as well as the presentations and discussions that occurred at the Board Meeting.

The material factors and conclusions that formed the basis for the Board’s determinations to approve the Small-Cap Equity Fund’s New Sub-Advisory Agreements with the Small-Cap Equity Fund Sub-Advisers are as discussed below.

The Nature, Extent and Quality of Services Expected to be Provided.

The Trustees reviewed the services expected to be provided to the Small-Cap Equity Fund by the Small-Cap Equity Fund Sub-Advisers under the New Sub-Advisory Agreements. The Board noted that as a result of the Transaction, there was not expected to be any material changes in the nature, extent or quality of the sub-advisory services currently provided by the Small-Cap Equity Fund Sub-Advisers, or in the portfolio management of the Small-Cap Equity Fund. The Board focused on its experiences with each Small-Cap Equity Fund Sub-Adviser in connection with its prior and current service as sub-adviser to the Small-Cap Equity Fund. The Board considered each Small-Cap Equity Fund Sub-Adviser’s attributes relating to its investment philosophy oriented toward long-term performance, its process for selecting investments, and its experienced professionals, including research analysts and portfolio managers with experience involving small-cap equity securities, access to significant technological resources and a favorable history and reputation. The Board also considered the review process undertaken by the Adviser and the Adviser’s favorable assessment of the nature and quality of the investment sub-advisory services provided and expected to be provided to the Small-Cap Equity Fund by the Small-Cap Equity Fund Sub-Advisers after consummation of the Transaction.

In light of the foregoing, the Board, including the Independent Trustees, concluded that the breadth and quality of services provided by each of the Small-Cap Equity Fund Sub-Advisers was expected to continue to be satisfactory.

Investment Performance of the Small-Cap Equity Fund Sub-Advisers.

The Trustees considered the investment performance of the Small-Cap Equity Fund for various periods. The Trustees reviewed detailed information provided by the Small-Cap Equity Fund Sub-Advisers comparing their performance to that of relevant securities indices and peer groupings over these periods, at the Meeting as well as the annual contract renewal meetings held on December 16 and 18, 2015. On this basis, the Board, including the Independent Trustees, concluded that Small-Cap Equity Fund Sub-Adviser’s historical performance record in managing its allocated portion of the Small-Cap Equity Fund’s investment portfolio, when viewed together with the other factors considered by the Board, supported a decision to approve New Sub-Advisory Agreements.

Cost of the Services to be Provided to the Small-Cap Equity Fund.

The Board considered the proposed fees payable under the New Sub-Advisory Agreements, noting that the fees would be paid by the Adviser, and not the Small-Cap Equity Fund. The Board considered that the proposed fee rates to be paid to the Small-Cap Equity Fund Sub-Advisers by the Adviser under the New Sub-Advisory Agreements were the same as the fee rates paid under the Existing Sub-Advisory Agreements with the Small-Cap Equity Fund Sub-Advisers and have been negotiated at arm’s-length. The Board concluded that the fees payable to each of the Small-Cap Equity Fund Sub-Advisers by the Adviser under the New Sub-Advisory Agreements with respect to the assets to be allocated to each Small-Cap Equity Fund Sub-Adviser were reasonable and appropriate.

In addition, the Board recognized that, because the fee rates payable to the Small-Cap Equity Fund Sub-Advisers were the same as the fee rates paid under the Existing Sub-Advisory Agreements and would be paid by the Adviser, an analysis of profitability was more appropriate in the context of the Board’s consideration of the Small-Cap Equity Fund’s New Investment Advisory and Administration Agreement with the Adviser. Accordingly, considerations of profitability with respect to approval of the New Sub-Advisory Agreements with the Small-Cap Equity Fund Sub-Advisers were not relevant to the Board’s determination to approve such agreements.

The Extent to Which Economies of Scale Would be Realized as the Fund Grows and Whether Fee Levels Would Reflect Such Economies of Scale.

The Trustees considered the extent to which economies of scale would be realized as the Small-Cap Equity Fund grows, and whether fee levels reflect these economies of scale for the benefit of Small-Cap Equity Fund investors. The Board recognized that this consideration is less relevant with respect to the proposed sub-advisory fees, because the Adviser will pay Small-Cap Equity Fund Sub-Advisers out of its advisory fees received from the Small-Cap Equity Fund, and noted that the Board considered economies of scale for the Small-Cap Equity Fund in connection with the Small-Cap Equity Fund’s New Investment Advisory and Administration Agreement with the Adviser. The Board also recognized the benefits to the Small-Cap Equity Fund of being able to leverage a favorable cost structure achieved with respect to the Small-Cap Equity Fund’s other operating expenses as a result of the Adviser’s large overall base of assets under management.

Comparison of Services to be Rendered and Fees to be Paid.

The Board reviewed and discussed the services expected to be provided to the Small-Cap Equity Fund by each of the Small-Cap Equity Fund Sub-Advisers, and the proposed fee rates to be charged to the Adviser for those services. The Trustees noted that they had reviewed the comparative fee information provided by each of the Small-Cap Equity Fund Sub-Advisers at the December 2015 board meetings with respect to comparable mutual fund or other client accounts managed by each of the Small Cap Equity Fund Sub-Advisers.

The Board, including the Independent Trustees, concluded that, based on this information, the proposed sub-advisory fees were reasonable in relation to the services expected to be provided to the Small-Cap Equity Fund.

Fall-Out Benefits.

The Board considered that there may be financial benefits that Small-Cap Equity Fund Sub-Advisers may derive from their relationships with the Adviser and the Small-Cap Equity Fund, including soft dollar commission benefits generated through the Small- Cap Equity Fund portfolio transactions. The Board noted, however, that the Small-Cap Equity Fund should benefit from the resources expected to be made available through the Small-Cap Equity Fund Sub-Advisers and that the Fund represents only a small portion of the assets managed by the Small-Cap Equity Fund Sub-Advisers.

The Board did not view this consideration as having a material effect on its overall view of the reasonableness of the proposed fees under the New Sub-Advisory Agreements.

Conclusion.

No single factor was determinative to the Board’s decision. Based on the Trustees’ discussion and such other matters as were deemed relevant, the Board, including the Trustees who are not interested persons (as defined in the 1940 Act) of the Small-Cap Equity Fund, concluded that the New Sub-Advisory Agreements were in the best interest of the Small-Cap Equity Fund.

Interim Sub-Advisory Agreements

The Board has approved interim sub-advisory agreements with the Small-Cap Equity Fund Sub-Advisers on substantially similar terms as the Existing Sub-Advisory Agreements in the event that the Transaction closes and shareholders of the Small-Cap Equity Fund have not yet approved manager-of-managers authority or the New Sub-Advisory Agreements. These interim agreements differ from the Existing Sub-Advisory Agreements only to the extent required under Rule 15a-4 under the 1940 Act, as described with respect to the Interim Advisory Agreement discussed under “Interim Advisory and Administration Agreements” in Proposal 1.

If neither manager-of-managers authority nor a New Sub-Advisory Agreement is approved within 150 days of the date on which the Transaction closes, the Board, in consultation with the Adviser and the relevant Sub-Adviser, will consider what further action to take consistent with its fiduciary duties to the Small-Cap Equity Fund. The Board will take such action as it deems to be in the best interests of the Small-Cap Equity Fund and its shareholders, including, potentially, allocating the assets of the Small-Cap Equity Fund among the Adviser and/or those Small-Cap Equity Fund Sub-Advisers with a New Sub-Advisory Agreement approved by the Fund’s shareholders, or liquidating the Small-Cap Equity Fund and distributing the Fund assets in kind, in cash or a combination of both, if allocating the Fund assets among the Adviser and/or approved Small-Cap Equity Fund Sub-Advisers is determined not to be prudent or practicable. In the event the Transaction is not consummated, the Small-Cap Equity Fund Sub-Advisers will continue to serve as sub-advisers to the Small-Cap Equity Fund pursuant to the terms of the Existing Sub-Advisory Agreements.

Interests of Trustees or Officers in Proposals 3B to 3F

None of the current Trustees or officers of the Small-Cap Equity Fund have a material direct or indirect interest in Small-Cap Equity Fund Sub-Advisers or a person controlling, controlled by or under common control with Small-Cap Equity Fund Sub-Advisers.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF

THE SMALL-CAP EQUITY FUND VOTE “FOR” THE APPROVAL OF PROPOSALS 3B TO 3F.

GENERAL INFORMATION

Other Business

The Board does not know of any matters to be presented at the Meeting other than those described in this Proxy Statement. If other business should properly come before the Meeting, the proxy holders will vote thereon in accordance with their best judgment.

Other Information

The Trust is an unincorporated business trust under the laws of the state of Delaware pursuant to a Certificate of Trust dated May 23, 1997, and is registered with the SEC as an open-end management investment company under the 1940 Act. Two classes of shares of beneficial interest in the Fund are registered with the SEC under the 1933 Act: Investment Class and Service Class. The principal executive offices of the Trust are located at 1600 Summer Street, Stamford, CT 06905.

GEAM, the Investment Adviser and Administrator

GEAM

GEAM currently serves as the Trust’s investment adviser and administrator. GEAM is registered as an investment adviser under the Advisers Act, and is located at 1600 Summer Street, Stamford, Connecticut 06905. GEAM, which was formed under the laws of the State of Delaware in 1988, is a wholly owned subsidiary of GE. GE is a diversified company with products and services ranging from aircraft engines, power generation, water processing, and security technology to medical imaging, and advanced materials. GE serves customers in more than 100 countries and employs more than 300,000 people worldwide. GEAM currently provides advisory services with respect to a number of other mutual funds and private institutional accounts. The professionals responsible for the investment operations of GEAM provide investment advisory services with respect to GE’s pension and benefit plans and a number of funds offered exclusively to GE employees, retirees, and certain related persons. These funds include the Elfun Family of Funds (the first of which, Elfun Trusts, was established in 1935) and the funds offered as part of GE’s 401(k) program (also known as the GE Retirement Savings Plan), which are referred to as the GE RSP U.S. Equity Fund and the GE RSP Income Fund. The investment professionals at GEAM and its predecessors have managed GE’s pension assets since 1928. As of December 31, 2015, GEAM had approximately $110 billion of assets under management, of which approximately $20 billion was invested in mutual funds. Upon the consummation of the Transaction, substantially all of GEAM’s investment advisory business, including the advisory services it provides to the clients referenced above, will be transferred to SSC and its affiliates.

Additional information about the principal executive officers and directors of GEAM is provided inExhibit K.

Principal Underwriter

The current principal underwriter of the Funds’ shares is GE Investment Distributors, Inc. (“GEID”), 1600 Summer Street, Stamford, Connecticut 06905. GEID is a wholly owned subsidiary of GEAM. GEID does not execute or receive commissions for any portfolio transactions by the Funds. Therefore, the Funds have paid no brokerage commissions on portfolio transactions to GEID or any other affiliated broker-dealer during its most recently ended fiscal period.

Upon the closing of the Transaction, State Street Global Markets LLC (“SSGM”), an affiliate of the Adviser, will act as principal underwriter to the Funds. SSGM is a broker-dealer registered under the Exchange Act and a member of the Financial Industry Regulatory Authority. The Distributor will distribute Fund shares on an agency

basis. Under the terms of the Plan and the related agreement, following the transaction, SSGM will be receiving compensation for shareholder servicing and distribution with respect to Service Class shares of the Funds on substantially the same terms as GEID currently does. SSGM is a wholly owned subsidiary of State Street Corporation.

Shareholder Proposals

As a general matter, the Trust does not hold annual or regular meetings of shareholders. Ordinarily, there will be no shareholder meeting unless required by the 1940 Act. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent meeting of shareholders should send their written proposals to the Secretary of the Trust, 1600 Summer Street, P.O. Box 7900, Stamford, Connecticut 06904-7900. They must be received by the Trust within a reasonable time before the Funds begin to print and send proxy materials.

Affiliated Brokerage

For the fiscal year ended September 30, 2015, the Funds did not pay brokerage commissions to any affiliated broker-dealer.

PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD IS

REQUESTED. A PRE-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR

YOUR CONVENIENCE.

/s/ JoonWon Choe

JoonWon Choe, Secretary

May 6, 2016

EXHIBIT A

Shares Outstanding as of the Record Date

As of the Record Date, there were issued and outstanding shares of beneficial interesteach constituent fund of each Fundthe Companies, as set forth below:described. Such shares may be held pursuant to a shareholder servicing arrangement in omnibus accounts for underlying shareholders:

STATE STREET INSTITUTIONAL FUNDS

Fund		Name and Address		Percentage of Ownership
			Service Class
STATE STREET ACTIVE CORE BOND FUND		WELLS FARGO BANK FBO PENSKE TRUCK LEASING CO 1525 WEST WT HARRIS BLVD CHARLOTTE NC 28262-8522			8,069.41557.3	%
U.S. Large-Cap Core Equity Fund
STATE STREET ACTIVE CORE BOND FUND		Investment Class NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995			7,323,736.10338.2
		Service Class			564,189.881
Premier Growth Equity Fund		Investment Class			24,065,281.626
		Service Class			833,373.237
Small-Cap Equity Fund		Investment Class			73,692,383.704
		Service Class			114,817.293
S&P 500 Index Fund		Investment Class			489,795.992
		Service Class			392,381.052
International Equity Fund		Investment Class			110,022,387.925
		Service Class			1,573,499.654
Income Fund		Investment Class			31,085,414.517
		Service Class			26,716.686
Strategic Investment Fund		Investment Class			65,077,741.950
		Service Class			5,347.289	%

EXHIBIT B

Beneficial Ownership of Fund Shares in Excess of 5%

To the Funds’ knowledge, the following persons are the only persons known to be the beneficial owners of more than five percent of any class of any Fund as of the Record Date.

Fund		Name and Address		Amount of Beneficial Ownership				Percentage (%)
		Mid Basic Retirement Plan ATTN: Treasurer 1231 11th Street Modesto CA 93554-0701			2,314,601.125				9.3
		Ascensus Trust Company FBO The Instrumentarium Savings Investm 212112 PO Box 10758 Fargo ND 58106-0758			1,454,672.465				5.8
Small-Cap Equity Fund		National Financial Services LLC For Exclusive Benefit of Our Customers 499 Washington Blvd Jersey City NJ 07310			69,959,967.048				94.8
S&P 500 Index Fund		Ascensus Trust Company FBO TMGA 401(K) Plan PO Box 10758 Fargo ND 58106-0758			280,768.784				31.5
		Charles Schwab & Co Inc. Special Custody Account for the Exclusive Benefit of Customers 101 Montgomery Street San Francisco CA 94104-4151			197,698.739				22.7
		Charles Schwab & Co Inc. Special Custody Account for the Exclusive Benefit of Customers 101 Montgomery Street San Francisco CA 94104-4151			164,279.189				18.5
		Ascensus Trust Company FBO Center City Video, Inc. 401(K) PS P #209863 PO Box 10758 Fargo ND 58106-0758			105,181.299				12.1
International Equity Fund		National Financial Services LLC For Exclusive Benefit of Our Customers 499 Washington Blvd Jersey City NJ 07310			100,584,937.400				90.1
Income Fund		Wells Fargo FBO Penske Truck Leasing Co 1541001635 NC1151 1525 West WT Harris Blvd Charlotte NC 28288			15,693,519.032				50.4

Fund		Name and Address		Amount of Beneficial Ownership				Percentage (%)
		National Financial Services LLC For Exclusive Benefit of Our Customers 499 Washington Blvd Jersey City NJ 07310			8,213,794.517				26.4
		Ascensus Trust Company FBO Asset Mgmt Plan for Affils GE Cos PO Box 10758 Fargo ND 58106			3,517,379.395				11.3
Strategic Investment Fund		National Financial Services LLC For Exclusive Benefit of Our Customers 499 Washington Blvd Jersey City NJ 07310			51,313,300.447				78.8
		Ascensus Trust Company FBO Asset Mgmt Plan for Affils GE Cos PO Box 10758 Fargo ND 58106			6,281,460.543				9.7
		Ascensus Trust Company FBO GE Asset Maintenance Plan #840066 PO Box 10758 Fargo ND 58106			3,300,056.129				5.1