UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-09599
STATE STREET MASTER FUNDS
(Exact name of registrant as specified in charter)
P.O. Box 5501
Boston, Massachusetts 02206
(Address of principal executive offices)(Zip code)
| | |
(Name and Address of Agent for Service) | | Copy to: |
Joshua A. Weinberg, Esq. Vice President and Managing Counsel SSGA Funds Management, Inc. One Lincoln Street Boston, Massachusetts 02111 | | Timothy W. Diggins, Esq. Ropes & Gray 800 Boylston Street Boston, Massachusetts 02110-2624 |
Registrant’s telephone number, including area code: (617) 664-7037
Date of fiscal year end: December 31
Date of reporting period: December 31, 2015
Item 1. | Shareholder Report. |
Annual Report
31 December 2015
State Street Master Funds
State Street Equity 500 Index Portfolio

State Street Master Funds
State Street Equity 500 Index Portfolio
Annual Report
December 31, 2015
Table of Contents
State Street Equity 500 Index Portfolio
MANAGEMENT DISCUSSION OF FUND PERFORMANCE
The State Street Equity 500 Index Portfolio’s (the “Fund”) investment objective is to replicate as closely as possible, before expenses, the performance of the Standard & Poor’s 500 Index (the “S&P 500” or the “Index”). In seeking to achieve this objective, the Fund utilizes a passive management strategy designed to track the performance of the Index. The Fund also employs futures to maintain market exposure and otherwise assist in attempting to replicate the performance of the Index. During the 12-month period ended December 31, 2015 (the “Reporting Period”), the Fund invested in S&P 500 futures contracts to equitize the small amount of cash in the portfolio. Futures performance did not have a material impact on portfolio performance.
For the Reporting Period, the total return for the Fund was 1.41%, and the total return for the Index was 1.38%. The Fund and Index returns reflect the reinvestment of dividends and other income. The Fund’s performance reflects the expenses of the Fund, including brokerage and advisory expenses. The Index is unmanaged and Index returns do not reflect fees and expenses of any kind, which would have a negative impact on returns. The expenses of managing the Fund, managing cash inflows to and outflows from the Fund and small security misweights contributed to the difference between the Fund’s performance and that of the Index.
After a turbulent January 2015 for equity markets, volatility subsided through the month of February as oil prices stabilized and the aggressive pace of global central bank actions taken the prior month moderated. In March, the Bureau of Labor Statistics reported better than expected employment numbers which potentially increased the likelihood that the U.S Federal Reserve (the “Fed”) would increase interest rates sooner rather than later. This possibility contributed to a selloff of gold and U.S. equities. However, the rout was short lived as news broke that the Fed would allow several large Wall Street banks to initiate or raise their dividends. U.S. equities rallied on the news.
Kicking off the second quarter of 2015, April provided a bumpy ride for investors exposed to a number of recent popular trends in the market. After rising for nine consecutive months on anticipated policy divergence between the Fed and other central banks, the U.S. dollar declined nearly 4% for the month, which reflected in part a softening in U.S. economic data and a later than expected start to Fed interest rate hikes. Global markets entered the month of May 2015 digesting an initial first quarter 2015 GDP report released in April that showed a much lower than expected 0.2% annualized rate of growth in the U.S. Despite the weak U.S. growth data, May opened with global interest rates continuing to rise sharply on the heels of a market selloff that began in late April 2015.
Markets in the third quarter of 2015 were unsettled by a steady stream of worrying headlines from Europe. After the market selloff in August, expectations that the Fed would make good on the median forecast of Fed Board members and bank presidents in June that interest rates would increase in two increments for the remainder of the year beginning in September 2015 were brought into question.
Contributing to a lackluster outcome for 2015 was a challenging environment for U.S. companies’ ability to earn a profit, evidenced by a year over year decline in the earnings of issuers listed on the Index. This falloff in earnings is most significantly attributable to the energy sector where a significant decline in oil prices through the end of September corresponded to a nearly identical decline in energy sector earnings. Excluding the energy sector, aggregate earnings growth for issuers included in the Index remained positive, though still soft given the impact on multinationals of the stronger U.S. dollar and the backdrop of subdued global growth.
1
State Street Master Funds
State Street Equity 500 Index Portfolio
MANAGEMENT DISCUSSION OF FUND PERFORMANCE — (continued)
After being battered to close the third quarter of 2015 on a rapidly deteriorating global growth outlook, equity markets found their footing in October to open the fourth quarter. The shift in market sentiment was aided by new policy commitments from global central banks to provide additional stimulus to combat the effects of a slowing global economy – commitments that were seemingly validated when the International Monetary Fund downgraded its forecast for global growth in early October. The fourth quarter proved a strong one for the Index, which finished positive for the three month period.
On an individual security level, the top positive contributors to the Fund’s performance were: Amazon.com, Inc., Microsoft Corp., and General Electric Co. The top negative contributors to the Fund’s performance were: Kinder Morgan, Inc. Class P, Exxon Mobil Corp., and QUALCOMM Inc.
The views expressed above reflect those of the Fund’s portfolio manager only through the Reporting Period and do not necessarily represent the views of the Adviser as a whole. Any such views are subject to change at any time based upon market or other conditions, and the Adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any fund.
2
State Street Master Funds
State Street Equity 500 Index Portfolio
Growth of a $10,000 Investment (a)

Investment Performance (a)
For the Year Ended December 31, 2015
| | | | | | | | | | | | |
| | Total Return One Year Ended December 31, 2015 | | | Total Return Average Annual Five Years Ended December 31, 2015 | | | Total Return Average Annual Ten Years Ended December 31, 2015 | |
| | | |
State Street Equity 500 Index Portfolio | | | 1.41 | % | | | 12.52 | % | | | 7.28 | % |
| | | |
S&P 500® Index(b) | | | 1.38 | % | | | 12.56 | % | | | 7.30 | % |
(a) | Total returns and performance graph information represent past performance and are not indicative of future results, which may be lower or higher than performance data quoted. Investment return and principal value of an investment will fluctuate so that a partner’s share, when redeemed, may be worth more or less than its original cost. The graph and table above do not reflect the deduction of taxes that a shareholder would pay on fund distributions, sales or the redemption of fund shares. |
(b) | The Standard & Poor’s 500 Composite Stock Price Index (“S&P 500® Index”) is an unmanaged capitalization-weighted index of 500 widely held stocks recognized by investors to be representative of the U.S. stock market in general. It is not possible to invest directly in the S&P 500® Index. |
3
State Street Master Funds
State Street Equity 500 Index Portfolio
Portfolio Statistics (Unaudited)
| | | | |
Portfolio Composition* | | | December 31, 2015 | |
Common Stocks | | | 98.2 | % |
Money Market Fund | | | 2.1 | |
U.S. Government Security | | | 0.2 | |
Liabilities in Excess of Other Assets | | | (0.5 | ) |
Total | | | 100.0 | % |
| | | | |
Top Five Sectors (excluding short-term investments)* | | | December 31, 2015 | |
Information Technology | | | 20.3 | % |
Financials | | | 16.2 | |
Health Care | | | 14.9 | |
Consumer Discretionary | | | 12.7 | |
Consumer Staples | | | 9.9 | |
Industrials | | | 9.9 | |
Total | | | 83.9 | % |
* | As a percentage of net assets as of the date indicated. The Portfolio’s composition will vary over time. |
See accompanying notes to financial statements.
4
State Street Master Funds
State Street Equity 500 Index Portfolio
Schedule of Investments
December 31, 2015
| | | | | | | | |
Security Description | | Shares | | | Value | |
| | | | | | | | |
COMMON STOCKS – 98.2% | | | | | | | | |
Consumer Discretionary – 12.7% | |
Advance Auto Parts, Inc. | | | 6,700 | | | $ | 1,008,417 | |
Amazon.com, Inc.(a) | | | 33,702 | | | | 22,778,845 | |
AutoNation, Inc.(a) | | | 7,269 | | | | 433,669 | |
AutoZone, Inc.(a) | | | 2,588 | | | | 1,920,063 | |
Bed Bath & Beyond, Inc.(a) | | | 14,630 | | | | 705,898 | |
Best Buy Co., Inc. | | | 25,813 | | | | 786,006 | |
BorgWarner, Inc. | | | 21,223 | | | | 917,470 | |
Cablevision Systems Corp. Class A | | | 18,012 | | | | 574,583 | |
CarMax, Inc.(a) | | | 18,797 | | | | 1,014,474 | |
Carnival Corp. | | | 40,349 | | | | 2,198,214 | |
CBS Corp. Class B, NVDR | | | 38,493 | | | | 1,814,175 | |
Chipotle Mexican Grill, Inc.(a) | | | 2,814 | | | | 1,350,298 | |
Coach, Inc. | | | 26,700 | | | | 873,891 | |
Comcast Corp. Class A | | | 215,065 | | | | 12,136,118 | |
D.R. Horton, Inc. | | | 29,279 | | | | 937,806 | |
Darden Restaurants, Inc. | | | 9,917 | | | | 631,118 | |
Delphi Automotive PLC | | | 25,581 | | | | 2,193,059 | |
Discovery Communications, Inc. Class A(a) | | | 12,597 | | | | 336,088 | |
Discovery Communications, Inc. Class C(a) | | | 23,197 | | | | 585,028 | |
Dollar General Corp. | | | 25,487 | | | | 1,831,751 | |
Dollar Tree, Inc.(a) | | | 19,382 | | | | 1,496,678 | |
Expedia, Inc. | | | 10,923 | | | | 1,357,729 | |
Ford Motor Co. | | | 338,760 | | | | 4,773,128 | |
Fossil Group, Inc.(a) | | | 3,917 | | | | 143,206 | |
GameStop Corp. Class A | | | 9,878 | | | | 276,979 | |
Gap, Inc. | | | 19,364 | | | | 478,291 | |
Garmin, Ltd. | | | 11,460 | | | | 425,968 | |
General Motors Co. | | | 126,077 | | | | 4,287,879 | |
Genuine Parts Co. | | | 14,220 | | | | 1,221,356 | |
Goodyear Tire & Rubber Co. | | | 23,813 | | | | 777,971 | |
H&R Block, Inc. | | | 20,651 | | | | 687,885 | |
Hanesbrands, Inc. | | | 36,500 | | | | 1,074,195 | |
Harley-Davidson, Inc. | | | 15,285 | | | | 693,786 | |
Harman International Industries, Inc. | | | 6,105 | | | | 575,152 | |
Hasbro, Inc. | | | 9,128 | | | | 614,862 | |
Home Depot, Inc. | | | 110,610 | | | | 14,628,173 | |
Interpublic Group of Cos., Inc. | | | 36,328 | | | | 845,716 | |
Johnson Controls, Inc. | | | 54,906 | | | | 2,168,238 | |
Kohl’s Corp. | | | 15,788 | | | | 751,982 | |
L Brands, Inc. | | | 23,046 | | | | 2,208,268 | |
Leggett & Platt, Inc. | | | 12,244 | | | | 514,493 | |
Lennar Corp. Class A | | | 15,425 | | | | 754,437 | |
Lowe’s Cos., Inc. | | | 81,312 | | | | 6,182,964 | |
Macy’s, Inc. | | | 25,761 | | | | 901,120 | |
Marriott International, Inc. Class A | | | 17,797 | | | | 1,193,111 | |
Mattel, Inc. | | | 32,943 | | | | 895,061 | |
McDonald’s Corp. | | | 80,815 | | | | 9,547,484 | |
Michael Kors Holdings, Ltd.(a) | | | 15,186 | | | | 608,351 | |
Mohawk Industries, Inc.(a) | | | 5,669 | | | | 1,073,652 | |
Netflix, Inc.(a) | | | 37,096 | | | | 4,243,040 | |
Newell Rubbermaid, Inc. | | | 24,251 | | | | 1,068,984 | |
News Corp. Class A | | | 28,814 | | | | 384,955 | |
News Corp. Class B | | | 15,000 | | | | 209,400 | |
NIKE, Inc. Class B | | | 119,002 | | | | 7,437,625 | |
Nordstrom, Inc. | | | 10,656 | | | | 530,775 | |
| | | | | | | | |
O’Reilly Automotive, Inc.(a) | | | 8,920 | | | | 2,260,506 | |
Omnicom Group, Inc. | | | 19,950 | | | | 1,509,417 | |
Priceline Group, Inc.(a) | | | 4,408 | | | | 5,619,980 | |
PulteGroup, Inc. | | | 27,643 | | | | 492,598 | |
PVH Corp. | | | 7,251 | | | | 534,036 | |
Ralph Lauren Corp. | | | 5,436 | | | | 606,005 | |
Ross Stores, Inc. | | | 35,944 | | | | 1,934,147 | |
Royal Caribbean Cruises, Ltd. | | | 14,600 | | | | 1,477,666 | |
Scripps Networks Interactive, Inc. Class A | | | 8,863 | | | | 489,326 | |
Signet Jewelers, Ltd. | | | 7,400 | | | | 915,306 | |
Staples, Inc. | | | 55,534 | | | | 525,907 | |
Starbucks Corp. | | | 130,992 | | | | 7,863,450 | |
Starwood Hotels & Resorts Worldwide, Inc. | | | 14,744 | | | | 1,021,464 | |
Target Corp. | | | 54,844 | | | | 3,982,223 | |
TEGNA, Inc. | | | 19,952 | | | | 509,175 | |
Tiffany & Co. | | | 10,881 | | | | 830,111 | |
Time Warner Cable, Inc. | | | 24,774 | | | | 4,597,807 | |
Time Warner, Inc. | | | 71,580 | | | | 4,629,079 | |
TJX Cos., Inc. | | | 57,275 | | | | 4,061,370 | |
Tractor Supply Co. | | | 11,074 | | | | 946,827 | |
TripAdvisor, Inc.(a) | | | 8,815 | | | | 751,479 | |
Twenty-First Century Fox, Inc. Class A | | | 102,309 | | | | 2,778,712 | |
Twenty-First Century Fox, Inc. Class B | | | 38,400 | | | | 1,045,632 | |
Under Armour, Inc. Class A(a) | | | 16,476 | | | | 1,328,130 | |
Urban Outfitters, Inc.(a) | | | 9,239 | | | | 210,187 | |
VF Corp. | | | 28,228 | | | | 1,757,193 | |
Viacom, Inc. Class B | | | 29,841 | | | | 1,228,256 | |
Walt Disney Co. | | | 133,593 | | | | 14,037,952 | |
Whirlpool Corp. | | | 7,259 | | | | 1,066,129 | |
Wyndham Worldwide Corp. | | | 11,446 | | | | 831,552 | |
Wynn Resorts, Ltd. | | | 6,959 | | | | 481,493 | |
Yum! Brands, Inc. | | | 36,990 | | | | 2,702,120 | |
| | | | | | | | |
| | | | | | | 203,085,100 | |
| | | | | | | | |
Consumer Staples – 9.9% | | | | | | | | |
Altria Group, Inc. | | | 171,270 | | | | 9,969,627 | |
Archer-Daniels-Midland Co. | | | 55,192 | | | | 2,024,442 | |
Brown-Forman Corp. Class B | | | 8,861 | | | | 879,720 | |
Campbell Soup Co. | | | 14,283 | | | | 750,572 | |
Church & Dwight Co., Inc. | | | 11,400 | | | | 967,632 | |
Clorox Co. | | | 11,279 | | | | 1,430,516 | |
Coca-Cola Co. | | | 343,722 | | | | 14,766,297 | |
Coca-Cola Enterprises, Inc. | | | 17,013 | | | | 837,720 | |
Colgate-Palmolive Co. | | | 78,279 | | | | 5,214,947 | |
ConAgra Foods, Inc. | | | 38,551 | | | | 1,625,310 | |
Constellation Brands, Inc. Class A | | | 15,476 | | | | 2,204,401 | |
Costco Wholesale Corp. | | | 38,634 | | | | 6,239,391 | |
CVS Health Corp. | | | 97,627 | | | | 9,544,992 | |
Dr. Pepper Snapple Group, Inc. | | | 16,303 | | | | 1,519,440 | |
Estee Lauder Cos., Inc. Class A | | | 18,963 | | | | 1,669,882 | |
General Mills, Inc. | | | 51,922 | | | | 2,993,822 | |
Hershey Co. | | | 13,815 | | | | 1,233,265 | |
Hormel Foods Corp. | | | 11,049 | | | | 873,755 | |
J.M. Smucker Co. | | | 10,655 | | | | 1,314,188 | |
Kellogg Co. | | | 23,507 | | | | 1,698,851 | |
Keurig Green Mountain, Inc. | | | 10,589 | | | | 952,798 | |
Kimberly-Clark Corp. | | | 31,773 | | | | 4,044,703 | |
See accompanying notes to financial statements.
5
State Street Master Funds
State Street Equity 500 Index Portfolio
Schedule of Investments — (continued)
December 31, 2015
| | | | | | | | |
Security Description | | Shares | | | Value | |
| | | | | | | | |
COMMON STOCKS – (continued) | |
Consumer Staples – (continued) | |
Kraft Heinz Co. | | | 52,651 | | | $ | 3,830,887 | |
Kroger Co. | | | 84,410 | | | | 3,530,870 | |
McCormick & Co., Inc. | | | 9,561 | | | | 818,039 | |
Mead Johnson Nutrition Co. | | | 17,868 | | | | 1,410,679 | |
Molson Coors Brewing Co. Class B | | | 13,709 | | | | 1,287,549 | |
Mondelez International, Inc. Class A | | | 140,494 | | | | 6,299,751 | |
Monster Beverage Corp.(a) | | | 13,847 | | | | 2,062,649 | |
PepsiCo, Inc. | | | 128,138 | | | | 12,803,549 | |
Philip Morris International, Inc. | | | 136,187 | | | | 11,972,199 | |
Procter & Gamble Co. | | | 239,361 | | | | 19,007,657 | |
Reynolds American, Inc. | | | 72,192 | | | | 3,331,661 | |
Sysco Corp. | | | 43,535 | | | | 1,784,935 | |
Tyson Foods, Inc. Class A | | | 26,091 | | | | 1,391,433 | |
Wal-Mart Stores, Inc. | | | 138,099 | | | | 8,465,469 | |
Walgreens Boots Alliance, Inc. | | | 76,913 | | | | 6,549,526 | |
Whole Foods Market, Inc. | | | 32,487 | | | | 1,088,314 | |
| | | | | | | | |
| | | | | | | 158,391,438 | |
| | | | | | | | |
Energy – 6.3% | | | | | | | | |
Anadarko Petroleum Corp. | | | 44,144 | | | | 2,144,515 | |
Apache Corp. | | | 31,770 | | | | 1,412,812 | |
Baker Hughes, Inc. | | | 36,294 | | | | 1,674,968 | |
Cabot Oil & Gas Corp. | | | 38,322 | | | | 677,916 | |
Cameron International Corp.(a) | | | 17,767 | | | | 1,122,874 | |
Chesapeake Energy Corp. | | | 45,894 | | | | 206,523 | |
Chevron Corp. | | | 165,234 | | | | 14,864,451 | |
Cimarex Energy Co. | | | 7,742 | | | | 691,980 | |
Columbia Pipeline Group, Inc. | | | 37,878 | | | | 757,560 | |
ConocoPhillips | | | 107,403 | | | | 5,014,646 | |
CONSOL Energy, Inc. | | | 18,673 | | | | 147,517 | |
Devon Energy Corp. | | | 34,750 | | | | 1,112,000 | |
Diamond Offshore Drilling, Inc. | | | 5,854 | | | | 123,519 | |
Ensco PLC Class A | | | 19,189 | | | | 295,319 | |
EOG Resources, Inc. | | | 47,963 | | | | 3,395,301 | |
EQT Corp. | | | 12,943 | | | | 674,719 | |
Exxon Mobil Corp. | | | 366,072 | | | | 28,535,312 | |
FMC Technologies, Inc.(a) | | | 17,509 | | | | 507,936 | |
Halliburton Co. | | | 75,967 | | | | 2,585,917 | |
Helmerich & Payne, Inc. | | | 10,974 | | | | 587,658 | |
Hess Corp. | | | 22,344 | | | | 1,083,237 | |
Kinder Morgan, Inc. | | | 157,376 | | | | 2,348,050 | |
Marathon Oil Corp. | | | 63,789 | | | | 803,103 | |
Marathon Petroleum Corp. | | | 47,302 | | | | 2,452,136 | |
Murphy Oil Corp. | | | 14,562 | | | | 326,917 | |
National Oilwell Varco, Inc. | | | 33,841 | | | | 1,133,335 | |
Newfield Exploration Co.(a) | | | 12,285 | | | | 400,000 | |
Noble Energy, Inc. | | | 36,495 | | | | 1,201,780 | |
Occidental Petroleum Corp. | | | 67,535 | | | | 4,566,041 | |
ONEOK, Inc. | | | 18,404 | | | | 453,843 | |
Phillips 66 | | | 40,592 | | | | 3,320,426 | |
Pioneer Natural Resources Co. | | | 12,424 | | | | 1,557,721 | |
Range Resources Corp. | | | 14,541 | | | | 357,854 | |
Schlumberger, Ltd. | | | 111,272 | | | | 7,761,222 | |
Southwestern Energy Co.(a) | | | 37,344 | | | | 265,516 | |
Spectra Energy Corp. | | | 60,741 | | | | 1,454,139 | |
Tesoro Corp. | | | 9,949 | | | | 1,048,326 | |
Transocean, Ltd. | | | 27,890 | | | | 345,278 | |
Valero Energy Corp. | | | 42,086 | | | | 2,975,901 | |
| | | | | | | | |
Williams Cos., Inc. | | | 58,010 | | | | 1,490,857 | |
| | | | | | | | |
| | | | | | | 101,879,125 | |
| | | | | | | | |
Financials – 16.2% | | | | | | | | |
ACE, Ltd. | | | 28,667 | | | | 3,349,739 | |
Affiliated Managers Group, Inc.(a) | | | 4,976 | | | | 794,966 | |
Aflac, Inc. | | | 37,737 | | | | 2,260,446 | |
Allstate Corp. | | | 34,067 | | | | 2,115,220 | |
American Express Co. | | | 74,052 | | | | 5,150,317 | |
American International Group, Inc. | | | 108,032 | | | | 6,694,743 | |
American Tower Corp. REIT | | | 36,882 | | | | 3,575,710 | |
Ameriprise Financial, Inc. | | | 15,963 | | | | 1,698,782 | |
Aon PLC | | | 24,582 | | | | 2,266,706 | |
Apartment Investment & Management Co. Class A | | | 15,865 | | | | 635,076 | |
Assurant, Inc. | | | 6,346 | | | | 511,107 | |
AvalonBay Communities, Inc. REIT | | | 11,929 | | | | 2,196,487 | |
Bank of America Corp. | | | 916,466 | | | | 15,424,123 | |
Bank of New York Mellon Corp. | | | 93,991 | | | | 3,874,309 | |
BB&T Corp. | | | 67,939 | | | | 2,568,774 | |
Berkshire Hathaway, Inc. Class B(a) | | | 164,819 | | | | 21,762,701 | |
BlackRock, Inc. | | | 11,118 | | | | 3,785,901 | |
Boston Properties, Inc. REIT | | | 12,921 | | | | 1,647,944 | |
Capital One Financial Corp. | | | 46,868 | | | | 3,382,932 | |
CBRE Group, Inc. Class A(a) | | | 25,008 | | | | 864,777 | |
Charles Schwab Corp. | | | 105,889 | | | | 3,486,925 | |
Chubb Corp. | | | 19,396 | | | | 2,572,685 | |
Cincinnati Financial Corp. | | | 13,605 | | | | 805,008 | |
Citigroup, Inc. | | | 262,293 | | | | 13,573,663 | |
CME Group, Inc. | | | 28,992 | | | | 2,626,675 | |
Comerica, Inc. | | | 15,117 | | | | 632,344 | |
Crown Castle International Corp. REIT | | | 29,642 | | | | 2,562,551 | |
Discover Financial Services | | | 38,377 | | | | 2,057,775 | |
E*TRADE Financial Corp.(a) | | | 25,589 | | | | 758,458 | |
Equinix, Inc. REIT | | | 5,338 | | | | 1,614,211 | |
Equity Residential REIT | | | 32,838 | | | | 2,679,252 | |
Essex Property Trust, Inc. REIT | | | 5,555 | | | | 1,329,923 | |
Fifth Third Bancorp | | | 71,754 | | | | 1,442,255 | |
Franklin Resources, Inc. | | | 32,151 | | | | 1,183,800 | |
General Growth Properties, Inc. REIT | | | 50,542 | | | | 1,375,248 | |
Goldman Sachs Group, Inc. | | | 35,088 | | | | 6,323,910 | |
Hartford Financial Services Group, Inc. | | | 36,830 | | | | 1,600,632 | |
HCP, Inc. REIT | | | 40,777 | | | | 1,559,313 | |
Host Hotels & Resorts, Inc. REIT | | | 66,359 | | | | 1,017,947 | |
Huntington Bancshares, Inc. | | | 71,765 | | | | 793,721 | |
Intercontinental Exchange, Inc. | | | 9,425 | | | | 2,415,251 | |
Invesco, Ltd. | | | 38,289 | | | | 1,281,916 | |
Iron Mountain, Inc. REIT | | | 19,374 | | | | 523,292 | |
JPMorgan Chase & Co. | | | 321,872 | | | | 21,253,208 | |
KeyCorp | | | 75,079 | | | | 990,292 | |
Kimco Realty Corp. REIT | | | 37,316 | | | | 987,381 | |
Legg Mason, Inc. | | | 9,115 | | | | 357,581 | |
Leucadia National Corp. | | | 27,909 | | | | 485,338 | |
See accompanying notes to financial statements.
6
State Street Master Funds
State Street Equity 500 Index Portfolio
Schedule of Investments — (continued)
December 31, 2015
| | | | | | | | |
Security Description | | Shares | | | Value | |
| | | | | | | | |
COMMON STOCKS – (continued) | |
Financials – (continued) | |
Lincoln National Corp. | | | 23,510 | | | $ | 1,181,613 | |
Loews Corp. | | | 23,212 | | | | 891,341 | |
M&T Bank Corp. | | | 14,234 | | | | 1,724,876 | |
Macerich Co. REIT | | | 12,245 | | | | 988,049 | |
Marsh & McLennan Cos., Inc. | | | 44,434 | | | | 2,463,865 | |
McGraw Hill Financial, Inc. | | | 23,198 | | | | 2,286,859 | |
MetLife, Inc. | | | 97,826 | | | | 4,716,191 | |
Moody’s Corp. | | | 15,534 | | | | 1,558,682 | |
Morgan Stanley | | | 133,155 | | | | 4,235,661 | |
Nasdaq, Inc. | | | 9,225 | | | | 536,618 | |
Navient Corp. | | | 35,041 | | | | 401,219 | |
Northern Trust Corp. | | | 17,910 | | | | 1,291,132 | |
People’s United Financial, Inc. | | | 28,734 | | | | 464,054 | |
Plum Creek Timber Co., Inc. REIT | | | 15,886 | | | | 758,080 | |
PNC Financial Services Group, Inc. | | | 44,542 | | | | 4,245,298 | |
Principal Financial Group, Inc. | | | 22,826 | | | | 1,026,714 | |
Progressive Corp. | | | 50,052 | | | | 1,591,654 | |
Prologis, Inc. REIT | | | 46,747 | | | | 2,006,381 | |
Prudential Financial, Inc. | | | 38,137 | | | | 3,104,733 | |
Public Storage REIT | | | 13,052 | | | | 3,232,980 | |
Realty Income Corp. REIT | | | 20,700 | | | | 1,068,741 | |
Regions Financial Corp. | | | 124,443 | | | | 1,194,653 | |
Simon Property Group, Inc. REIT | | | 27,335 | | | | 5,315,017 | |
SL Green Realty Corp. REIT | | | 9,000 | | | | 1,016,820 | |
State Street Corp.(b) | | | 34,247 | | | | 2,272,631 | |
SunTrust Banks, Inc. | | | 46,082 | | | | 1,974,153 | |
Synchrony Financial(a) | | | 74,871 | | | | 2,276,827 | |
T Rowe Price Group, Inc. | | | 21,520 | | | | 1,538,465 | |
Torchmark Corp. | | | 11,284 | | | | 644,993 | |
Travelers Cos., Inc. | | | 27,798 | | | | 3,137,282 | |
Unum Group | | | 19,924 | | | | 663,270 | |
US Bancorp | | | 145,530 | | | | 6,209,765 | |
Ventas, Inc. REIT | | | 29,803 | | | | 1,681,783 | |
Vornado Realty Trust REIT | | | 16,246 | | | | 1,623,950 | |
Wells Fargo & Co. | | | 406,446 | | | | 22,094,405 | |
Welltower, Inc. REIT | | | 31,581 | | | | 2,148,455 | |
Weyerhaeuser Co. REIT | | | 47,681 | | | | 1,429,476 | |
Willis Group Holdings PLC | | | 400 | | | | 19,428 | |
XL Group PLC | | | 28,120 | | | | 1,101,742 | |
Zions Bancorp | | | 18,258 | | | | 498,443 | |
| | | | | | | | |
| | | | | | | 259,467,614 | |
| | | | | | | | |
Health Care – 14.9% | | | | | | | | |
Abbott Laboratories | | | 130,859 | | | | 5,876,878 | |
AbbVie, Inc. | | | 141,963 | | | | 8,409,888 | |
Aetna, Inc. | | | 30,215 | | | | 3,266,846 | |
Agilent Technologies, Inc. | | | 30,375 | | | | 1,269,979 | |
Alexion Pharmaceuticals, Inc.(a) | | | 19,527 | | | | 3,724,775 | |
Allergan PLC | | | 34,726 | | | | 10,851,875 | |
AmerisourceBergen Corp. | | | 17,452 | | | | 1,809,947 | |
Amgen, Inc. | | | 66,491 | | | | 10,793,484 | |
Anthem, Inc. | | | 23,219 | | | | 3,237,657 | |
Baxalta, Inc. | | | 48,545 | | | | 1,894,711 | |
Baxter International, Inc. | | | 45,145 | | | | 1,722,282 | |
Becton, Dickinson and Co. | | | 18,204 | | | | 2,805,054 | |
Biogen, Inc.(a) | | | 19,647 | | | | 6,018,858 | |
Boston Scientific Corp.(a) | | | 121,577 | | | | 2,241,880 | |
| | | | | | | | |
Bristol-Myers Squibb Co. | | | 146,812 | | | | 10,099,198 | |
C.R. Bard, Inc. | | | 6,462 | | | | 1,224,161 | |
Cardinal Health, Inc. | | | 28,124 | | | | 2,510,629 | |
Celgene Corp.(a) | | | 69,265 | | | | 8,295,176 | |
Cerner Corp.(a) | | | 27,563 | | | | 1,658,466 | |
Cigna Corp. | | | 23,011 | | | | 3,367,200 | |
DaVita HealthCare Partners, Inc.(a) | | | 15,472 | | | | 1,078,553 | |
DENTSPLY International, Inc. | | | 11,766 | | | | 715,961 | |
Edwards Lifesciences Corp.(a) | | | 19,290 | | | | 1,523,524 | |
Eli Lilly & Co. | | | 86,057 | | | | 7,251,163 | |
Endo International PLC(a) | | | 18,600 | | | | 1,138,692 | |
Express Scripts Holding Co.(a) | | | 59,247 | | | | 5,178,780 | |
Gilead Sciences, Inc. | | | 126,346 | | | | 12,784,952 | |
HCA Holdings, Inc.(a) | | | 26,500 | | | | 1,792,195 | |
Henry Schein, Inc.(a) | | | 7,600 | | | | 1,202,244 | |
Humana, Inc. | | | 13,217 | | | | 2,359,367 | |
Illumina, Inc.(a) | | | 12,900 | | | | 2,476,091 | |
Intuitive Surgical, Inc.(a) | | | 3,152 | | | | 1,721,496 | |
Johnson & Johnson | | | 243,341 | | | | 24,995,988 | |
Laboratory Corp. of America Holdings(a) | | | 8,247 | | | | 1,019,659 | |
Mallinckrodt PLC(a) | | | 10,300 | | | | 768,689 | |
McKesson Corp. | | | 20,031 | | | | 3,950,714 | |
Medtronic PLC | | | 123,904 | | | | 9,530,696 | |
Merck & Co., Inc. | | | 245,998 | | | | 12,993,614 | |
Mylan NV(a) | | | 34,207 | | | | 1,849,573 | |
Patterson Cos., Inc. | | | 6,459 | | | | 292,011 | |
PerkinElmer, Inc. | | | 9,732 | | | | 521,343 | |
Perrigo Co. PLC | | | 13,114 | | | | 1,897,596 | |
Pfizer, Inc. | | | 543,248 | | | | 17,536,045 | |
Quest Diagnostics, Inc. | | | 12,958 | | | | 921,832 | |
Regeneron Pharmaceuticals, Inc.(a) | | | 6,758 | | | | 3,668,715 | |
St. Jude Medical, Inc. | | | 25,753 | | | | 1,590,763 | |
Stryker Corp. | | | 28,195 | | | | 2,620,443 | |
Tenet Healthcare Corp.(a) | | | 7,852 | | | | 237,916 | |
Thermo Fisher Scientific, Inc. | | | 34,812 | | | | 4,938,082 | |
UnitedHealth Group, Inc. | | | 83,222 | | | | 9,790,236 | |
Universal Health Services, Inc. Class B | | | 7,800 | | | | 932,022 | |
Varian Medical Systems, Inc.(a) | | | 9,131 | | | | 737,785 | |
Vertex Pharmaceuticals, Inc.(a) | | | 21,048 | | | | 2,648,470 | |
Waters Corp.(a) | | | 6,815 | | | | 917,163 | |
Zimmer Biomet Holdings, Inc. | | | 15,027 | | | | 1,541,620 | |
Zoetis, Inc. | | | 41,228 | | | | 1,975,646 | |
| | | | | | | | |
| | | | | | | 238,178,583 | |
| | | | | | | | |
Industrials – 9.9% | | | | | | | | |
3M Co. | | | 53,543 | | | | 8,065,718 | |
ADT Corp. | | | 14,656 | | | | 483,355 | |
Allegion PLC | | | 7,237 | | | | 477,063 | |
American Airlines Group, Inc. | | | 53,800 | | | | 2,278,430 | |
AMETEK, Inc. | | | 21,701 | | | | 1,162,957 | |
Boeing Co. | | | 54,724 | | | | 7,912,543 | |
Caterpillar, Inc. | | | 52,055 | | | | 3,537,658 | |
CH Robinson Worldwide, Inc. | | | 13,082 | | | | 811,346 | |
Cintas Corp. | | | 6,822 | | | | 621,143 | |
CSX Corp. | | | 84,159 | | | | 2,183,926 | |
Cummins, Inc. | | | 13,544 | | | | 1,192,007 | |
Danaher Corp. | | | 51,678 | | | | 4,799,853 | |
Deere & Co. | | | 27,554 | | | | 2,101,544 | |
See accompanying notes to financial statements.
7
State Street Master Funds
State Street Equity 500 Index Portfolio
Schedule of Investments — (continued)
December 31, 2015
| | | | | | | | |
Security Description | | Shares | | | Value | |
| | | | | | | | |
COMMON STOCKS – (continued) | |
Industrials – (continued) | |
Delta Air Lines, Inc. | | | 67,166 | | | $ | 3,404,645 | |
Dover Corp. | | | 13,745 | | | | 842,706 | |
Dun & Bradstreet Corp. | | | 3,545 | | | | 368,432 | |
Eaton Corp. PLC | | | 40,999 | | | | 2,133,588 | |
Emerson Electric Co. | | | 55,269 | | | | 2,643,516 | |
Equifax, Inc. | | | 10,495 | | | | 1,168,828 | |
Expeditors International of Washington, Inc. | | | 17,144 | | | | 773,194 | |
Fastenal Co. | | | 25,742 | | | | 1,050,788 | |
FedEx Corp. | | | 23,350 | | | | 3,478,916 | |
Flowserve Corp. | | | 13,755 | | | | 578,810 | |
Fluor Corp. | | | 13,156 | | | | 621,226 | |
General Dynamics Corp. | | | 25,689 | | | | 3,528,641 | |
General Electric Co. | | | 830,049 | | | | 25,856,026 | |
Honeywell International, Inc. | | | 68,303 | | | | 7,074,142 | |
Illinois Tool Works, Inc. | | | 28,271 | | | | 2,620,156 | |
Ingersoll-Rand PLC | | | 24,016 | | | | 1,327,845 | |
Jacobs Engineering Group, Inc.(a) | | | 11,757 | | | | 493,206 | |
JB Hunt Transport Services, Inc. | | | 8,500 | | | | 623,560 | |
Kansas City Southern | | | 9,704 | | | | 724,598 | |
L-3 Communications Holdings, Inc. | | | 7,265 | | | | 868,240 | |
Lockheed Martin Corp. | | | 23,249 | | | | 5,048,520 | |
Masco Corp. | | | 31,639 | | | | 895,384 | |
Nielsen Holdings PLC | | | 31,775 | | | | 1,480,715 | |
Norfolk Southern Corp. | | | 27,168 | | | | 2,298,141 | |
Northrop Grumman Corp. | | | 15,886 | | | | 2,999,436 | |
PACCAR, Inc. | | | 31,635 | | | | 1,499,499 | |
Parker-Hannifin Corp. | | | 12,014 | | | | 1,165,118 | |
Pentair PLC | | | 16,891 | | | | 836,611 | |
Pitney Bowes, Inc. | | | 18,021 | | | | 372,134 | |
Precision Castparts Corp. | | | 11,878 | | | | 2,755,815 | |
Quanta Services, Inc.(a) | | | 17,693 | | | | 358,283 | |
Raytheon Co. | | | 26,136 | | | | 3,254,716 | |
Republic Services, Inc. | | | 20,014 | | | | 880,416 | |
Robert Half International, Inc. | | | 11,874 | | | | 559,740 | |
Rockwell Automation, Inc. | | | 10,879 | | | | 1,116,294 | |
Rockwell Collins, Inc. | | | 10,800 | | | | 996,840 | |
Roper Technologies, Inc. | | | 8,435 | | | | 1,600,879 | |
Ryder System, Inc. | | | 5,655 | | | | 321,374 | |
Snap-on, Inc. | | | 5,172 | | | | 886,636 | |
Southwest Airlines Co. | | | 56,927 | | | | 2,451,277 | |
Stanley Black & Decker, Inc. | | | 12,750 | | | | 1,360,807 | |
Stericycle, Inc.(a) | | | 8,204 | | | | 989,402 | |
Textron, Inc. | | | 26,206 | | | | 1,100,914 | |
Tyco International PLC | | | 39,336 | | | | 1,254,425 | |
Union Pacific Corp. | | | 74,138 | | | | 5,797,592 | |
United Continental Holdings, Inc.(a) | | | 32,000 | | | | 1,833,600 | |
United Parcel Service, Inc. Class B | | | 61,455 | | | | 5,913,815 | |
United Rentals, Inc.(a) | | | 8,900 | | | | 645,606 | |
United Technologies Corp. | | | 72,827 | | | | 6,996,490 | |
Verisk Analytics, Inc.(a) | | | 14,200 | | | | 1,091,696 | |
Waste Management, Inc. | | | 35,904 | | | | 1,916,196 | |
WW Grainger, Inc. | | | 5,512 | | | | 1,116,676 | |
Xylem, Inc. | | | 13,834 | | | | 504,941 | |
| | | | | | | | |
| | | | | | | 158,108,594 | |
| | | | | | | | |
| | | | | | | | |
Information Technology – 20.3% | |
Accenture PLC Class A | | | 55,182 | | | | 5,766,519 | |
Activision Blizzard, Inc. | | | 46,200 | | | | 1,788,402 | |
Adobe Systems, Inc.(a) | | | 43,413 | | | | 4,078,217 | |
Akamai Technologies, Inc.(a) | | | 16,234 | | | | 854,395 | |
Alliance Data Systems Corp.(a) | | | 5,304 | | | | 1,466,927 | |
Alphabet, Inc. Class C(a) | | | 26,045 | | | | 19,765,030 | |
Alphabet, Inc. Class A(a) | | | 25,523 | | | | 19,857,149 | |
Amphenol Corp. Class A | | | 25,880 | | | | 1,351,712 | |
Analog Devices, Inc. | | | 26,718 | | | | 1,478,040 | |
Apple, Inc. | | | 490,064 | | | | 51,584,137 | |
Applied Materials, Inc. | | | 99,753 | | | | 1,862,388 | |
Autodesk, Inc.(a) | | | 19,970 | | | | 1,216,772 | |
Automatic Data Processing, Inc. | | | 39,365 | | | | 3,335,003 | |
Avago Technologies, Ltd. | | | 22,918 | | | | 3,326,548 | |
Broadcom Corp. Class A | | | 49,835 | | | | 2,881,460 | |
CA, Inc. | | | 24,759 | | | | 707,117 | |
Cisco Systems, Inc. | | | 443,429 | | | | 12,041,314 | |
Citrix Systems, Inc.(a) | | | 14,978 | | | | 1,133,086 | |
Cognizant Technology Solutions Corp. Class A(a) | | | 53,927 | | | | 3,236,699 | |
Corning, Inc. | | | 110,150 | | | | 2,013,542 | |
CSRA, Inc. | | | 13,232 | | | | 396,960 | |
eBay, Inc.(a) | | | 99,458 | | | | 2,733,106 | |
Electronic Arts, Inc.(a) | | | 26,721 | | | | 1,836,267 | |
EMC Corp. | | | 171,574 | | | | 4,406,020 | |
F5 Networks, Inc.(a) | | | 6,159 | | | | 597,177 | |
Facebook, Inc. Class A(a) | | | 199,107 | | | | 20,838,539 | |
Fidelity National Information Services, Inc. | | | 23,086 | | | | 1,399,012 | |
First Solar, Inc.(a) | | | 6,849 | | | | 451,965 | |
Fiserv, Inc.(a) | | | 20,842 | | | | 1,906,209 | |
FLIR Systems, Inc. | | | 11,839 | | | | 332,321 | |
Harris Corp. | | | 9,998 | | | | 868,826 | |
Hewlett Packard Enterprise Co. | | | 151,063 | | | | 2,296,158 | |
HP, Inc. | | | 163,963 | | | | 1,941,322 | |
Intel Corp. | | | 415,420 | | | | 14,311,219 | |
International Business Machines Corp. | | | 78,647 | | | | 10,823,400 | |
Intuit, Inc. | | | 24,526 | | | | 2,366,759 | |
Juniper Networks, Inc. | | | 27,944 | | | | 771,254 | |
KLA-Tencor Corp. | | | 12,673 | | | | 878,873 | |
Lam Research Corp. | | | 14,181 | | | | 1,126,255 | |
Linear Technology Corp. | | | 20,421 | | | | 867,280 | |
MasterCard, Inc. Class A | | | 87,349 | | | | 8,504,299 | |
Microchip Technology, Inc. | | | 19,906 | | | | 926,425 | |
Micron Technology, Inc.(a) | | | 88,228 | | | | 1,249,308 | |
Microsoft Corp. | | | 702,177 | | | | 38,956,780 | |
Motorola Solutions, Inc. | | | 13,128 | | | | 898,612 | |
NetApp, Inc. | | | 28,943 | | | | 767,858 | |
NVIDIA Corp. | | | 43,612 | | | | 1,437,451 | |
Oracle Corp. | | | 279,470 | | | | 10,209,039 | |
Paychex, Inc. | | | 28,631 | | | | 1,514,294 | |
PayPal Holdings, Inc.(a) | | | 98,558 | | | | 3,567,800 | |
Qorvo, Inc.(a) | | | 13,600 | | | | 692,240 | |
QUALCOMM, Inc. | | | 134,385 | | | | 6,717,234 | |
Red Hat, Inc.(a) | | | 16,430 | | | | 1,360,568 | |
salesforce.com, Inc.(a) | | | 54,205 | | | | 4,249,672 | |
SanDisk Corp. | | | 17,006 | | | | 1,292,286 | |
Seagate Technology PLC | | | 29,076 | | | | 1,065,926 | |
Skyworks Solutions, Inc. | | | 17,300 | | | | 1,329,159 | |
Symantec Corp. | | | 63,103 | | | | 1,325,163 | |
See accompanying notes to financial statements.
8
State Street Master Funds
State Street Equity 500 Index Portfolio
Schedule of Investments — (continued)
December 31, 2015
| | | | | | | | |
Security Description | | Shares | | | Value | |
| | | | | | | | |
COMMON STOCKS – (continued) | |
Information Technology – (continued) | |
TE Connectivity, Ltd. | | | 34,549 | | | $ | 2,232,211 | |
Teradata Corp.(a) | | | 12,813 | | | | 338,519 | |
Texas Instruments, Inc. | | | 87,506 | | | | 4,796,204 | |
Total System Services, Inc. | | | 13,399 | | | | 667,270 | |
VeriSign, Inc.(a) | | | 8,020 | | | | 700,627 | |
Visa, Inc. Class A | | | 170,040 | | | | 13,186,602 | |
Western Digital Corp. | | | 19,647 | | | | 1,179,802 | |
Western Union Co. | | | 42,240 | | | | 756,518 | |
Xerox Corp. | | | 76,492 | | | | 813,110 | |
Xilinx, Inc. | | | 23,142 | | | | 1,086,980 | |
Yahoo!, Inc.(a) | | | 74,037 | | | | 2,462,471 | |
| | | | | | | | |
| | | | | | | 325,177,807 | |
| | | | | | | | |
Materials – 2.7% | | | | | | | | |
Air Products & Chemicals, Inc. | | | 17,407 | | | | 2,264,825 | |
Airgas, Inc. | | | 5,840 | | | | 807,789 | |
Alcoa, Inc. | | | 111,089 | | | | 1,096,448 | |
Avery Dennison Corp. | | | 7,818 | | | | 489,876 | |
Ball Corp. | | | 12,658 | | | | 920,616 | |
CF Industries Holdings, Inc. | | | 19,730 | | | | 805,181 | |
Dow Chemical Co. | | | 98,190 | | | | 5,054,821 | |
E.I. du Pont de Nemours & Co. | | | 76,594 | | | | 5,101,160 | |
Eastman Chemical Co. | | | 12,072 | | | | 814,981 | |
Ecolab, Inc. | | | 23,665 | | | | 2,706,803 | |
FMC Corp. | | | 13,422 | | | | 525,203 | |
Freeport-McMoRan, Inc. | | | 92,164 | | | | 623,950 | |
International Flavors & Fragrances, Inc. | | | 6,480 | | | | 775,267 | |
International Paper Co. | | | 34,308 | | | | 1,293,412 | |
LyondellBasell Industries NV Class A | | | 31,452 | | | | 2,733,179 | |
Martin Marietta Materials, Inc. | | | 6,155 | | | | 840,650 | |
Monsanto Co. | | | 37,994 | | | | 3,743,169 | |
Mosaic Co. | | | 27,716 | | | | 764,685 | |
Newmont Mining Corp. | | | 42,973 | | | | 773,084 | |
Nucor Corp. | | | 26,606 | | | | 1,072,222 | |
Owens-Illinois, Inc.(a) | | | 13,263 | | | | 231,042 | |
PPG Industries, Inc. | | | 23,188 | | | | 2,291,438 | |
Praxair, Inc. | | | 24,600 | | | | 2,519,040 | |
Sealed Air Corp. | | | 18,969 | | | | 846,017 | |
Sherwin-Williams Co. | | | 6,987 | | | | 1,813,825 | |
Vulcan Materials Co. | | | 10,990 | | | | 1,043,720 | |
WestRock Co. | | | 23,948 | | | | 1,092,508 | |
| | | | | | | | |
| | | | | | | 43,044,911 | |
| | | | | | | | |
Telecommunication Services – 2.4% | |
AT&T, Inc. | | | 541,318 | | | | 18,626,752 | |
CenturyLink, Inc. | | | 50,273 | | | | 1,264,869 | |
Frontier Communications Corp. | | | 83,838 | | | | 391,524 | |
Level 3 Communications, Inc.(a) | | | 25,600 | | | | 1,391,616 | |
Verizon Communications, Inc. | | | 358,051 | | | | 16,549,117 | |
| | | | | | | | |
| | | | | | | 38,223,878 | |
| | | | | | | | |
Utilities – 2.9% | | | | | | | | |
AES Corp. | | | 57,259 | | | | 547,969 | |
AGL Resources, Inc. | | | 10,502 | | | | 670,133 | |
Ameren Corp. | | | 21,056 | | | | 910,251 | |
American Electric Power Co., Inc. | | | 43,843 | | | | 2,554,732 | |
CenterPoint Energy, Inc. | | | 38,135 | | | | 700,159 | |
CMS Energy Corp. | | | 24,501 | | | | 883,996 | |
| | | | | | | | |
Consolidated Edison, Inc. | | | 24,600 | | | | 1,581,042 | |
Dominion Resources, Inc. | | | 52,768 | | | | 3,569,228 | |
DTE Energy Co. | | | 15,039 | | | | 1,205,977 | |
Duke Energy Corp. | | | 59,591 | | | | 4,254,201 | |
Edison International | | | 28,905 | | | | 1,711,465 | |
Entergy Corp. | | | 15,800 | | | | 1,080,088 | |
Eversource Energy | | | 26,443 | | | | 1,350,444 | |
Exelon Corp. | | | 76,859 | | | | 2,134,374 | |
FirstEnergy Corp. | | | 39,729 | | | | 1,260,601 | |
NextEra Energy, Inc. | | | 40,257 | | | | 4,182,300 | |
NiSource, Inc. | | | 27,678 | | | | 539,998 | |
NRG Energy, Inc. | | | 30,098 | | | | 354,253 | |
Pepco Holdings, Inc. | | | 20,759 | | | | 539,942 | |
PG&E Corp. | | | 43,712 | | | | 2,325,041 | |
Pinnacle West Capital Corp. | | | 11,056 | | | | 712,891 | |
PPL Corp. | | | 59,956 | | | | 2,046,298 | |
Public Service Enterprise Group, Inc. | | | 44,936 | | | | 1,738,574 | |
SCANA Corp. | | | 13,901 | | | | 840,871 | |
Sempra Energy | | | 20,824 | | | | 1,957,664 | |
Southern Co. | | | 80,484 | | | | 3,765,846 | |
TECO Energy, Inc. | | | 18,350 | | | | 489,028 | |
WEC Energy Group, Inc. | | | 26,587 | | | | 1,364,179 | |
Xcel Energy, Inc. | | | 41,700 | | | | 1,497,447 | |
| | | | | | | | |
| | | | | | | 46,768,992 | |
| | | | | | | | |
TOTAL COMMON STOCKS (Cost $661,325,777) | | | | | | | 1,572,326,042 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS – 2.3% | | | | | |
Money Market Fund – 2.1% | |
State Street Institutional U.S. Government Money Market Fund, Premier Class 0.07%(c)(d) | | | 32,967,587 | | | | 32,967,587 | |
| | | | | | | | |
| | |
| | Principal Amount | | | | |
U.S. Government Security – 0.2% | | | | | |
U.S. Treasury Bill 0.02% due 3/10/2016(c)(e) | | | 3,860,000 | | | | 3,859,852 | |
| | | | | | | | |
| | | | | | | 3,859,852 | |
| | | | | | | | |
TOTAL SHORT-TERM INVESTMENTS (Cost $36,827,439) | | | | 36,827,439 | |
| | | | | | | | |
TOTAL INVESTMENTS – 100.5% (Cost $698,153,216(f)) | | | | 1,609,153,481 | |
Liabilities in Excess of Other Assets – (0.5)% | | | | | | | (7,555,049 | ) |
| | | | | | | | |
NET ASSETS – 100.0% | | | | | | $ | 1,601,598,432 | |
| | | | | | | | |
(a) | Non-income producing security |
(b) | Affiliated issuer (Note 4). |
(c) | The rate shown is the annualized seven-day yield at December 31, 2015. |
(d) | Affiliated fund managed by SSGA Funds Management, Inc. (Note 4). |
(e) | All or part of this security has been designated as collateral for futures contracts. |
(f) | Cost of investments shown approximates cost for federal income tax purposes. Gross unrealized appreciation and gross unrealized |
See accompanying notes to financial statements.
9
State Street Master Funds
State Street Equity 500 Index Portfolio
Schedule of Investments — (continued)
December 31, 2015
| depreciation of investments at December 31, 2015 was $930,121,776 and $19,121,511, respectively, resulting in net unrealized appreciation of investments of $911,000,265. |
REIT | Real Estate Investment Trust |
At December 31, 2015, open futures contracts purchased were as follows:
| | | | | | | | | | | | | | | | |
Futures Contracts | | Expiration Date | | | Number of Contracts | | | Notional Value | | | Unrealized Appreciation (Depreciation) | |
S&P 500 Financial Futures Contracts (long) | | | 03/18/2016 | | | | 303 | | | $ | 30,836,310 | | | $ | 350,235 | |
| | | | | | | | | | | | | | | | |
Total | | | | | | | | | | | | | | $ | 350,235 | |
| | | | | | | | | | | | | | | | |
See accompanying notes to financial statements.
10
State Street Master Funds
State Street Equity 500 Index Portfolio
Statement of Assets and Liabilities
December 31, 2015
| | | | |
Assets | | | | |
Investments in unaffiliated issuers at value (identified cost $664,024,354) | | $ | 1,573,913,263 | |
Investments in non-controlled affiliates at value (identified cost $34,128,862) (Note 4) | | | 35,240,218 | |
| | | | |
Total investments at value (identified cost $698,153,216) | | | 1,609,153,481 | |
Cash | | | 19,331 | |
Receivable for investments sold | | | 18,336 | |
Dividends and interest receivable | | | 2,074,120 | |
Dividend receivable from non-controlled affiliates (Note 4) | | | 11,644 | |
Receivable from Investment Adviser | | | 8,108 | |
| | | | |
Total assets | | | 1,611,285,020 | |
| | | | |
Liabilities | | | | |
Payable for investments purchased | | | 9,129,540 | |
Payable to broker – variation margin on open futures contracts | | | 290,882 | |
Management fees payable (Note 4) | | | 266,166 | |
| | | | |
Total liabilities | | | 9,686,588 | |
| | | | |
Net Assets | | $ | 1,601,598,432 | |
| | | | |
See accompanying notes to financial statements.
11
State Street Master Funds
State Street Equity 500 Index Portfolio
Statement of Operations
Year Ended December 31, 2015
| | | | |
Investment Income | | | | |
Dividend income – unaffiliated issuers (net of foreign taxes withheld of $178,756) | | $ | 55,432,202 | |
Dividend income – non-controlled affiliated issuer | | | 124,033 | |
Interest income | | | 342 | |
| | | | |
Total investment income | | | 55,556,577 | |
| | | | |
Expenses | | | | |
Management fees (Note 4) | | | 1,219,468 | |
Other expenses | | | 32,875 | |
| | | | |
Total expenses | | | 1,252,343 | |
Less: Expenses waived by the Adviser (Note 4) | | | (8,108 | ) |
| | | | |
Net expenses | | | 1,244,235 | |
| | | | |
Net Investment Income (Loss) | | | 54,312,342 | |
| | | | |
Realized and Unrealized Gain (Loss) | | | | |
Net realized gain (loss) on: | | | | |
Investments – unaffiliated issuers | | | 587,355,932 | |
Futures contracts | | | (135,361 | ) |
| | | | |
Net realized gain (loss) | | | 587,220,571 | |
| | | | |
Net change in net unrealized appreciation/(depreciation) on: | | | | |
Investments | | | (588,153,644 | ) |
Futures contracts | | | (2,031,823 | ) |
| | | | |
Net change in unrealized appreciation/(depreciation) | | | (590,185,467 | ) |
| | | | |
Net realized and unrealized gain (loss) on investments and future contracts | | | (2,964,896 | ) |
| | | | |
Net Increase (Decrease) in Net Assets Resulting From Operations | | $ | 51,347,446 | |
| | | | |
See accompanying notes to financial statements.
12
State Street Master Funds
State Street Equity 500 Index Portfolio
Statements of Changes in Net Assets
| | | | | | | | |
| | Year Ended December 31, 2015 | | | Year Ended December 31, 2014 | |
Increase (Decrease) in Net Assets From Operations: | | | | | | | | |
Net investment income (loss) | | $ | 54,312,342 | | | $ | 54,845,406 | |
Net realized gain (loss) on investments and futures contracts | | | 587,220,571 | | | | 17,844,354 | |
Net change in net unrealized appreciation (depreciation) on investments and futures contracts | | | (590,185,467 | ) | | | 279,107,499 | |
| | | | | | | | |
Net increase (decrease) in net assets from operations | | | 51,347,446 | | | | 351,797,259 | |
| | | | | | | | |
Capital Transactions: | | | | | | | | |
Contributions | | | 240,295,137 | | | | 353,779,321 | |
Withdrawals | | | (369,462,446 | ) | | | (185,039,609 | ) |
In-kind redemptions (Note 7) | | | (1,189,904,577 | ) | | | (390,808,177 | ) |
| | | | | | | | |
Net increase (decrease) in net assets from capital transactions | | | (1,319,071,886 | ) | | | (222,068,465 | ) |
| | | | | | | | |
Net Increase (Decrease) in Net Assets | | | (1,267,724,440 | ) | | | 129,728,794 | |
Net Assets | | | | | | | | |
Beginning of year | | | 2,869,322,872 | | | | 2,739,594,078 | |
| | | | | | | | |
End of year | | $ | 1,601,598,432 | | | $ | 2,869,322,872 | |
| | | | | | | | |
See accompanying notes to financial statements.
13
State Street Master Funds
State Street Equity 500 Index Portfolio
Financial Highlights
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended 12/31/15 | | | Year Ended 12/31/14 | | | Year Ended 12/31/13 | | | Year Ended 12/31/12 | | | Year Ended 12/31/11 | |
Supplemental Data and Ratios: | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (in thousands) | | $ | 1,601,598 | | | $ | 2,869,323 | | | $ | 2,739,594 | | | $ | 2,055,241 | | | $ | 1,825,528 | |
Ratios to average net assets: | | | | | | | | | | | | | | | | | | | | |
Expenses before waiver and payments by affiliates | | | 0.045 | % | | | 0.045 | % | | | 0.045 | % | | | 0.045 | % | | | 0.045 | % |
Expenses net of waiver and payments by affiliates | | | 0.045 | % | | | 0.045 | % | | | 0.045 | % | | | 0.045 | % | | | 0.045 | % |
Net investment income | | | 2.00 | % | | | 1.98 | % | | | 2.05 | % | | | 2.26 | % | | | 2.04 | % |
Portfolio turnover rate | | | 7 | % | | | 2 | %(a) | | | 4 | %(a) | | | 9 | %(a) | | | 15 | %(a) |
Total return(b) | | | 1.41 | % | | | 13.62 | % | | | 32.30 | % | | | 15.97 | % | | | 2.03 | % |
(a) | The portfolio turnover rate excludes in-kind security transactions (Note 7). |
(b) | Results represent past performance and are not indicative of future results. |
See accompanying notes to financial statements.
14
State Street Master Funds
State Street Equity 500 Index Portfolio
Notes to Financial Statements
December 31, 2015
State Street Master Funds (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), is as an open-end management investment company, and was organized as a Massachusetts business trust on July 27, 1999. The Trust consists of five (5) investment portfolios: State Street Equity 500 Index Portfolio, State Street Money Market Portfolio, State Street Treasury Money Market Portfolio, State Street Treasury Plus Money Market Portfolio and State Street U.S. Government Money Market Portfolio. Financial statements herein relate only to the State Street Equity 500 Index Portfolio (the “Portfolio”) which commenced operations on March 1, 2000.
At December 31, 2015 the following Portfolios were operational: State Street Equity 500 Index Portfolio, State Street Money Market Portfolio, State Street Treasury Money Market Portfolio, State Street Treasury Plus Money Market Portfolio and State Street U.S. Government Money Market Portfolio. The Portfolio is authorized to issue an unlimited number of non-transferable beneficial interests. The Portfolio is treated as a partnership for federal income tax purposes.
The Portfolio’s investment objective is to replicate, as closely as possible, before expenses, the performance of the Standard & Poor’s 500 Index (the “S&P 500® Index”). The Portfolio uses a passive management strategy designed to track the performance of the S&P 500® Index. The S&P 500® Index is a well-known, unmanaged, stock index that includes common stocks of 500 companies from several industrial sectors representing a significant portion of the market value of all stocks publicly traded in the U.S. There is no assurance that the Portfolio will achieve its objective.
Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown as this could involve future claims that may be made against the Trust that have not yet occurred.
2. | | Summary of Significant Accounting Policies |
The following is a summary of significant accounting policies followed by the Portfolio in the preparation of its financial statements:
The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services Investment Companies (“ASC 946”).
Security Valuation
The Portfolio’s investments are valued at fair value each day that the Portfolio’s listing exchange is open and, for financial reporting purposes, as of the report date should the reporting period end on a day that the Portfolio’s listing exchange is not open. Fair value is generally defined as the price a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. By its nature, a fair value price is a good faith estimate of the valuation in a
15
State Street Master Funds
State Street Equity 500 Index Portfolio
Notes to Financial Statements — (continued)
December 31, 2015
current sale and may not reflect an actual market price. The investments of the Portfolio are valued pursuant to the policy and procedures developed by the Oversight Committee (the “Committee”) and approved by the Board of Trustees of the Trust (the “Board”). The Committee provides oversight of the valuation of investments for the Portfolio. The Board has responsibility for determining the fair value of investments. Valuation techniques used to value the Portfolio’s investments by major category are as follows:
| • | | Equity investments (including registered investment companies that are exchange-traded funds) traded on a recognized securities exchange for which market quotations are readily available are valued at the last sale price or official closing price, as applicable, on the primary market or exchange on which they trade. Equity investments traded on a recognized exchange for which there were no sales on that day are valued at the last published sale price or at fair value. |
| • | | Investments in registered investment companies (including money market funds) or other unitized pooled investment vehicles that are not traded on an exchange are valued at that day’s published net asset value per share or unit. Money market funds generally value portfolio investments using the amortized cost method as set forth in Rule 2a-7 under the 1940 Act and in accordance with fund procedures to stabilize net asset value. |
| • | | Debt obligations (both governmental and non-governmental) purchased with greater than sixty days to maturity and not investment grade are valued at last reported evaluated bid prices obtained from independent pricing services or brokers. In determining the value of a fixed income investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrixes, market transactions in comparable investments, various relationships observed in the market between investments, and calculated yield measures. |
| • | | Exchange-traded futures contracts are valued at the closing settlement price on the primary market on which they are traded most extensively. Exchange-traded futures contracts traded on a recognized exchange for which there were no sales on that day are valued at the last reported sale price obtained from independent pricing services or brokers or at fair value. |
In the event prices or quotations are not readily available or that the application of these valuation methods results in a price for an investment that is deemed to be not representative of the fair value of such investment, fair value will be determined in good faith by the Committee, in accordance with the valuation policy and procedures approved by the Board.
Fair value pricing could result in a difference between the prices used to calculate the Portfolio’s net asset value and the prices used by the Portfolio’s underlying index, which in turn could result in a difference between the Portfolio’s performance and the performance of the Portfolio’s underlying index. Various inputs are used in determining the value of the Portfolio’s investments. These inputs are categorized into a hierarchy consisting of three broad levels for financial reporting purposes.
The Portfolio values its assets and liabilities at fair value using a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements) when market prices are not readily available or reliable. The categorization of a value determined for an investment within the hierarchy is based upon the pricing transparency of the investment and is not necessarily an indication of the risk associated with investing in it.
16
State Street Master Funds
State Street Equity 500 Index Portfolio
Notes to Financial Statements — (continued)
December 31, 2015
The three levels of the fair value hierarchy are as follows:
| • | | Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; |
| • | | Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability (such as exchange rates, financing terms, interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market-corroborated inputs; and |
| • | | Level 3 – Unobservable inputs for the asset or liability, including the Committee’s assumptions used in determining the fair value of investments. |
Changes in valuation techniques may result in transfers in or out of an assigned level within the fair value hierarchy. All transfers are recognized at the end of the reporting period. The Portfolio had no transfers between levels for the year ended December 31, 2015.
The following table summarizes the value of the Portfolio’s investment according to the fair value hierarchy as of December 31, 2015:
| | | | | | | | | | | | | | | | |
Description | | Level 1 –
Quoted Prices | | | Level 2 – Other Significant Observable Inputs | | | Level 3 – Significant Unobservable Inputs | | | Total | |
ASSETS: | | | | | | | | | | | | | | | | |
INVESTMENTS: | | | | | | | | | | | | | | | | |
Common Stocks | | $ | 1,572,326,042 | | | $ | – | | | $ | – | | | $ | 1,572,326,042 | |
U.S. Government Security | | | – | | | | 3,859,852 | | | | – | | | | 3,859,852 | |
Money Market Fund | | | 32,967,587 | | | | – | | | | – | | | | 32,967,587 | |
| | | | | | | | | | | | | | | | |
TOTAL INVESTMENTS | | | 1,605,293,629 | | | | 3,859,852 | | | | – | | | | 1,609,153,481 | |
OTHER FINANCIAL INSTRUMENTS:** | | | | | | | | | | | | | | | | |
Futures contracts* | | | 350,235 | | | | – | | | | – | | | | 350,235 | |
| | | | | | | | | | | | | | | | |
TOTAL INVESTMENTS AND OTHER FINANCIAL INSTRUMENTS | | $ | 1,605,643,864 | | | $ | 3,859,852 | | | $ | – | | | $ | 1,609,503,716 | |
| | | | | | | | | | | | | | | | |
* | Only unsettled receivable/payable for variation margin is reported within Statement of Assets and Liabilities. |
** | Other Financial instruments are derivative investments not reflected in the Schedule of Investments such as futures contracts. |
Investment Transactions and Income Recognition
Investment transactions are accounted for on trade date for financial reporting purposes. Interest income is recorded daily on an accrual basis. All premiums and discounts are amortized or accreted for financial reporting purposes. Non-cash dividends received in the form of stock, if any, are recorded as dividend income at fair value. Distributions received by the Portfolio may include a return of capital that is estimated by management. Such amounts are recorded as a reduction of the cost of investments or reclassified to capital gains. Realized gains and losses from the sale or disposition of investments are determined using the identified cost method.
17
State Street Master Funds
State Street Equity 500 Index Portfolio
Notes to Financial Statements — (continued)
December 31, 2015
All of the net investment income and realized and unrealized gains and losses from the security transactions of the Portfolio are allocated pro rata among the partners in the Portfolio on a daily basis based on each partner’s daily ownership percentage.
Expenses
Certain expenses, which are directly identifiable to a specific portfolio, are applied to that portfolio within the Trust. Other expenses which cannot be attributed to a specific portfolio are allocated in such a manner as deemed equitable, taking into consideration the nature and type of expense and the relative net assets of the portfolios within the Trust.
Futures
The Portfolio may enter into futures contracts to meet its objectives. A futures contract is a standardized, exchange-traded agreement to buy or sell a financial instrument at a set price on a future date. Upon entering into a futures contract, the Portfolio is required to deposit with the broker, cash or securities in an amount equal to the minimum initial margin requirements of the clearing house. Variation margin payments are made or received by the Portfolio each day, depending on the daily fluctuations in the value of the underlying security or index. Such receipt or payment is recorded by the Portfolio for financial statement purposes as part of unrealized gains or losses, and is recorded on the Statement of Assets and Liabilities as Receivable or Payable to broker – variation margin on open futures contracts. The Portfolio recognizes a realized gain or loss when the contract is closed, which is recorded on the Statement of Operations.
The risk of loss in trading futures contracts in some strategies is potentially unlimited. Losses may arise if the value of a futures contract decreases due to unfavorable changes in the market rates or values of the underlying instrument during the term of the contract or if the counterparty does not perform under the contract. The use of futures contracts also involves the risk that the movements in the price of the futures contracts do not correlate the movement of the assets underlying such contracts.
For the year ended December 31, 2015, the Portfolio entered into futures contracts for cash equalization and return enhancement.
The following tables summarizes the value of the Portfolio’s derivative instruments as of December 31, 2015 and related location in the accompanying Statement of Assets and Liabilities and Statement of Operations presented by primary underlying risk exposure:
Asset Derivatives(1)
| | | | | | |
| | Equity Contracts Risk | | Total | |
Futures Contracts | | $350,235 | | $ | 350,235 | |
Transactions in derivative instruments during the year ended December 31, 2015, were as follows:
Realized Gain (Loss)(2)
| | | | | | |
| | Equity Contracts Risk | | Total | |
Futures Contracts | | $(135,361) | | $ | (135,361 | ) |
18
State Street Master Funds
State Street Equity 500 Index Portfolio
Notes to Financial Statements — (continued)
December 31, 2015
Change in Appreciation (Depreciation)(3)
| | | | | | |
| | Equity Contracts Risk | | Total | |
Futures Contracts | | $(2,031,823) | | $ | (2,031,823 | ) |
(1) | Schedule of Investments: Unrealized depreciation on futures contracts. Only unsettled receivable/payable for variation margin amounting to $290,882 is reported within Statement of Assets and Liabilities. |
(2) | Statement of Operations location: Net realized gain (loss) on: Futures contracts |
(3) | Statement of Operations location: Net change in unrealized appreciation (depreciation) on: Futures contracts |
The average notional value of futures outstanding contracts during the year ended December 31, 2015 was $57,411,920.
Federal Income Taxes
The Portfolio is not required to pay federal income taxes on its net investment income and net capital gains because it is treated as a partnership for federal income tax purposes. All interest, dividends, gains and losses of the Portfolio are deemed to have been “passed through” to the Portfolio’s partners in proportion to their holdings in the Portfolio, regardless of whether such items have been distributed by the Portfolio. Each partner is responsible for tax liability based on its distributive share; therefore, no provision has been made for federal income taxes.
SSGA Funds Management, Inc. (“SSGA FM” or the “Adviser”) has reviewed the tax positions for open tax years as of December 31, 2015, and has determined that no provision for income tax is required in the Portfolio’s financial statements. The Portfolio’s federal tax returns for the prior three fiscal years, as applicable, remain subject to examination by the Portfolio’s major tax jurisdictions, which include the United States of America and the Commonwealth of Massachusetts. The Portfolio recognizes interest and penalties, if any, related to tax liabilities as income tax expense in the Statement of Operations. No income tax returns are currently under examination. Management has analyzed tax laws and regulations and their applications to the Portfolios’ facts and circumstances and does not believe there are any uncertain tax positions that require recognition of a tax liability.
At December 31, 2015, gross unrealized appreciation and gross unrealized depreciation based on cost for federal income tax purposes were as follows:
| | | | | | | | | | | | | | |
Tax Cost | | | Gross Unrealized Appreciation | | | Gross Unrealized Depreciation | | | Net Unrealized Appreciation (Depreciation) | |
| $770,913,316 | | | $ | 930,502,004 | | | $ | 92,261,839 | | | $ | 838,240,165 | |
3. | | Investment Transactions |
For the year ended December 31, 2015, purchases and sales of investment securities (excluding short-term investments) were $172,359,053 and $194,628,702, respectively.
19
State Street Master Funds
State Street Equity 500 Index Portfolio
Notes to Financial Statements — (continued)
December 31, 2015
4. | | Fees and Compensation paid to Affiliates and other Related Party Transactions |
Management Fees
The Portfolio has entered into an Investment Advisory Agreement with SSGA FM, a subsidiary of State Street Corporation and an affiliate of State Street Bank and Trust Company (“State Street”), under which SSGA FM directs the investments of the Portfolio in accordance with its investment objective, policies, and limitations.
During the year ended December 31, 2015, SSGA FM voluntarily agreed to waive fees of $8,108.
Effective June 1, 2015, SSGA FM serves as Administrator and State Street serves as Sub-Administrator. The Trust has contracted with State Street to provide custody, sub-administration and transfer agent services to the Portfolio. In compensation for SSGA FM’s services as investment adviser and administrator and for State Street’s services as sub-administrator, custodian and transfer agent (and for assuming ordinary operating expenses of the Portfolio, including ordinary legal, audit and trustees expense), State Street receives a unitary fee, calculated daily, at the annual rate of 0.045% of the Portfolio’s average daily net assets. Prior to June 1, 2015, State Street served as Administrator.
Transactions with Affiliates
The Portfolio invested in an affiliated company, State Street Corp. The Portfolio also invested in the State Street Institutional Liquid Reserves Fund and the State Street Institutional U.S. Government Money Market Fund. Amounts relating to these investments at December 31, 2015, and for the period then ended are:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Security Description | | Number of shares held at 12/31/14 | | | Shares purchased for the year ended 12/31/15 | | | Shares sold for the year ended 12/31/15 | | | Number of shares held at 12/31/15 | | | Value at 12/31/15 | | | Income earned for the year ended 12/31/15 | | | Realized gain/loss on shares sold | |
State Street Corp. | | | 62,947 | | | | 3,700 | | | | 32,400 | | | | 34,247 | | | | 2,272,631 | | | | 76,958 | | | | 1,052,917 | |
State Street Institutional Liquid Reserves Fund, Premier Class | | | 91,116,189 | | | | 233,280,225 | | | | 324,396,414 | | | | – | | | | – | | | | 45,863 | | | | – | |
State Street Institutional U.S. Government Money Market Fund, Premier Class | | | – | | | | 165,704,607 | | | | 132,737,020 | | | | 32,967,587 | | | | 32,967,587 | | | | 1,428 | | | | – | |
The Portfolio may invest in certain money market funds managed by the Adviser, including the State Street Institutional Liquid Reserves Fund – Premier Class (formerly Institutional Class) (“Liquid Reserves Fund”) and State Street Institutional U.S. Government Money Market Fund – Premier Class (“U.S. Government Money Market Fund”), both series of State Street Institutional Investment Trust. The Liquid Reserves Fund and U.S. Government Money Market Fund are feeder funds in a master/feeder fund structure that invests substantially all of its assets in the State Street Money Market Portfolio and the State Street U.S. Government Money Market Portfolio (“Master Portfolios”). The Liquid Reserves Fund and U.S. Government Money Market Fund do not pay an investment advisory fee to the Adviser, but the Master Portfolios in which they invest pay an investment advisory fee to the Adviser. The Liquid Reserves Fund and U.S. Government Money Market Fund intend to declare dividends on shares from net investment income daily and pay them as of the last business day of each month. All income distributions earned by the Portfolio from affiliated money market funds are recorded as dividend income on securities of affiliated issuers in the accompanying Statement of Operations.
20
State Street Master Funds
State Street Equity 500 Index Portfolio
Notes to Financial Statements — (continued)
December 31, 2015
Independent Trustees are compensated on a calendar year basis. Any Trustee who is deemed to be an “interested person” (as defined in the 1940 Act) of the Portfolio does not receive compensation from the Portfolio for his or her service as a Trustee.
Each Independent Trustee receives for his or her services to the Trust, State Street Institutional Investment Trust and SSGA Funds, a $141,500 annual base retainer in addition to $18,000 for each in-person meeting and $2,000 for each telephonic meeting from the Trust. The Co-Chairmen each receive an additional $44,000 annual retainer. The Independent Trustees are reimbursed for travel and other out-of-pocket expenses in connection with meeting attendance as of the date of these financial statements. Trustees’ fees and expenses are allocated among the Trusts and funds overseen by the Trustees in a manner deemed equitable taking into consideration the relative net assets of the funds, subject to a $15,000 minimum per fund. The Trustees were not paid pension or retirement benefits as part of the Trust’s expenses.
Effective October 15, 2015, certain Funds and other affiliated funds (each a “Participant” and, collectively, the “Participants”) share in a $360 million revolving credit facility provided by a syndication of banks. The Participants may borrow for the purpose of meeting shareholder redemption requests that otherwise might require the untimely disposition of securities. The Participants are charged an annual commitment fee which is calculated based on the unused portion of the shared credit line. Commitment fees are allocated among each of the Participants based on relative net assets. Commitment fees are ordinary fund operating expenses and are paid by the Adviser. A Participant incurs and pays the interest expense related to its borrowing. Interest is calculated at a rate per annum equal to the sum of the New York Fed Bank Rate plus 1%. A Participant may borrow up to a maximum of 33% of its assets or a lower amount as may be set forth in the Portfolio’s prospectus. The Portfolio had no outstanding loans during the year ended December 31, 2015.
On August 11, 2014, the State Street Equity 500 Index Fund redeemed its interest in the Portfolio in connection with a transfer of net assets to the State Street Equity 500 Index II Portfolio, a series of State Street Institutional Investment Trust. The transfer consisted of five hundred and three (503) securities totaling $387,955,841 at market value and $2,852,336 in cash, and is disclosed in the Statement of Changes in Net Assets.
On October 30, 2015, five hundred and three (503) securities totaling $1,164,494,980 at market value and $25,409,596 in cash were transferred by way of an in-kind distribution of 41.53% of the net assets of the Portfolio and realized gains of $511,603,703. The transfer is disclosed on the Statement of Changes in Net Assets.
Management has evaluated the impact of all subsequent events on the Portfolio through the date the financial statements were available to be issued and has determined that there were no subsequent events requiring adjustment or disclosure in the financial statements.
21
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Owners of Beneficial Interest of State Street Master Funds:
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of State Street Equity 500 Index Portfolio (one of the portfolios constituting State Street Master Funds) (the “Portfolio”) as of December 31, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Portfolio’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of State Street Equity 500 Index Portfolio (one of the portfolios constituting State Street Master Funds) at December 31, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Boston, Massachusetts
February 26, 2016
22
State Street Master Funds
State Street Equity 500 Index Portfolio
Other Information
December 31, 2015 (Unaudited)
EXPENSE EXAMPLE
As a shareholder of the State Street Equity 500 Index Portfolio (the “Portfolio”), you incur ongoing costs, which include costs for portfolio management and administrative services, among others. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 made at the beginning of the period shown and held for the entire period from July 1, 2015 to December 31, 2015.
The table below illustrates your Portfolio’s costs in two ways:
| • | | Based on actual Portfolio return. This section helps you to estimate the actual expenses that you paid over the period. The “Ending Account Value” shown is derived from the actual return of the Portfolio, and the third column shows the dollar amount that would have been paid by an investor who started with $1,000 in the Portfolio. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period. |
To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for the Portfolio under the heading “Expenses Paid During Period”.
| • | | Based on hypothetical 5% return. This section is intended to help you compare your Portfolio’s costs with those of other mutual funds. It assumes that the Portfolio had a yearly return of 5% before expenses, but that the expense ratio is unchanged. In this case, because the return used is not the Portfolio’s actual return, the results do not apply to your investment. The example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess your Portfolio’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds. |
Six Months Ended December 31, 2015
| | | | | | | | | | | | |
| | Beginning Account Value July 1, 2015 | | | Ending Account Value December 31, 2015 | | | Expenses Paid During Period * | |
| | | |
Based on Actual Portfolio Return | | $ | 1,000.00 | | | $ | 1,004.78 | | | $ | 0.31 | |
| | | |
Based on Hypothetical (5% return before expenses) | | $ | 1,000.00 | | | $ | 1,024.89 | | | $ | 0.32 | |
* | The calculations are based on expenses incurred in the most recent fiscal period of the Portfolio. The annualized expense ratio for the six months ended December 31, 2015 was 0.06%. The dollar amounts shown as “Expenses Paid” are equal to the annualized expense ratio multiplied by the average account value over the period, multiplied by 184/365 (the most recent six month period). |
23
State Street Master Funds
State Street Equity 500 Index Portfolio
Shareholder Requests for Additional Information
December 31, 2015 (Unaudited)
Proxy Voting Policies and Procedures
The Portfolio has adopted the proxy voting policies of the Adviser. A description of the policies and procedures that the Portfolio have adopted to determine how to vote proxies relating to portfolio securities are contained in the Portfolio’s Statement of Additional Information, which is available (i) without charge, upon request, by calling the Portfolio at 1-877-521-4083, (ii) on the U.S. Securities and Exchange Commission’s website at www.sec.gov, or (iii) at the U.S. Securities and Exchange Commission’s public reference room. Information on the operation of the public reference room may be obtained by calling 1-800-SEC-0330. Information regarding how the Portfolio voted proxies, if any, during the most recent 12-month period ended June 30 is available by August 31 of each year without charge (1) by calling 1-877-521-4083 (toll free), or (2) on the website of the Securities and Exchange Commission (“SEC”) at www.sec.gov.
Quarterly Portfolio Schedule
The Portfolio will file their complete schedules of investments with the U.S. Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. For the second and fourth quarters, the complete schedules of investments are available in the Portfolio’s semi-annual and annual financial statements. The Portfolio’s Form N-Q is available (i) without charge, upon request, by calling the Portfolio at 1-877-521-4083, (ii) on the Securities and Exchange Commission’s website at www.sec.gov, or (iii) at the Securities and Exchange Commission’s public reference room. Information on the operation of the public reference room may be obtained by calling 1-800-SEC-0330.
24
State Street Master Funds
State Street Equity 500 Index Portfolio
Trustees and Officers Information
December 31, 2015 (Unaudited)
| | | | | | | | | | |
Name, Address, and Year of Birth | | Position(s) Held with Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years and Relevant Experience | | Number of Funds in Fund Complex Overseen by Trustee | | Other Directorships Held by Trustee During Past Five Years |
Independent Trustees | | | | | | | | | | |
Michael F. Holland State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1944 | | Trustee and Co-Chairman of the Board | | Term: Indefinite Elected: 7/99 | | Chairman, Holland & Company L.L.C. (investment adviser) (1995 – present). | | 75 | | Director, the Holland Series Fund, Inc.; Director, The China Fund, Inc.; Director, The Taiwan Fund, Inc.; Director, Reaves Utility Income Fund, Inc.; and Director, Blackstone/GSO Loan Funds. |
Patrick J. Riley State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1948 | | Trustee and Co-Chairman of the Board | | Term: Indefinite Elected: 1/14 | | 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 plc); January 2009 to Present, Independent Director, SSGA Fixed Income plc; and January 2009 to Present, Independent Director, SSGA Qualified Funds PLC. | | 75 | | Board Director and Chairman, SPDR Europe 1PLC Board (2011 – Present); Board Director and Chairman, SPDR Europe II, PLC (2013 – Present). |
William L. Boyan State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1937 | | Trustee and Co-Chairman of the Valuation Committee | | Term: Indefinite Elected: 7/99 | | President and Chief Operations Officer, John Hancock Financial Services (1959 – 1999). Mr. Boyan retired in 1999. Chairman Emeritus, Children’s Hospital, Boston, MA (1984 – 2011); Former Trustee of Old Mutual South Africa Master Trust (investments) (1995 – 2008); Former Chairman, Boston Plan For Excellence, Boston Public Schools (1995 – 2010); Member of Advisory Board of Florida Atlantic University Lifelong Learning Society. | | 75 | | Former Trustee of Old Mutual South Africa Master Trust. |
William L. Marshall State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1942 | | Trustee and Co-Chairman of the Audit Committee | | Term: Indefinite Elected: 1/14 | | April 2011 to Present, Chairman (until April 2011, Chief Executive Officer and President), Wm. L. Marshall Associates, Inc., Wm. L. Marshall Companies, Inc. and the Marshall Financial Group, Inc. (a registered investment adviser and provider of financial and related consulting services); Certified Financial Planner; Member, Financial Planners Association; 2015 to present, Board Member, The Doylestown Health Foundation Board. | | 75 | | Marshall Financial Group, Inc. |
25
State Street Master Funds
State Street Equity 500 Index Portfolio
Trustees and Officers Information — (continued)
December 31, 2015 (Unaudited)
| | | | | | | | | | |
Name, Address, and Year of Birth | | Position(s) Held with Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years and Relevant Experience | | Number of Funds in Fund Complex Overseen by Trustee | | Other Directorships Held by Trustee During Past Five Years |
Independent Trustees (continued) | | | | | | |
Richard D. Shirk State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1945 | | Trustee and Co-Chairman of the Qualified Legal and Compliance Committee | | Term: Indefinite Elected: 1/14 | | 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); 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. | | 75 | | Board member, AeroCare Holdings (privately held healthcare services company) (February 2003 – Present); Board member, Regenesis Biomedical (health care services) (April 2012 – Present); Chairman (January 2014 – Present). |
Rina K. Spence State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1948 | | Trustee and Co-Chairman of the Qualified Legal and Compliance Committee and Co-Chairman of the Governance Committee | | Term: Indefinite Elected: 7/99 | | 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); Trustee, Eastern Enterprise (utilities) (1988 – 2000); Director, Berkshire Life Insurance Company of America (1993 – 2009); Honorary Consul for Monaco in Boston (2015 – present). | | 75 | | |
Bruce D. Taber State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1943 | | Trustee and Co-Chairman of the Valuation Committee and Co-Chairman of the Governance Committee | | Term: Indefinite Elected: 1/14 | | 1999 to Present, Partner, Zenergy LLC (a technology company providing Computer Modeling and System Analysis to the General Electric Power Generation Division); Until December 2008, Independent Director, SSGA Cash Management Fund plc; Until December 2008, Independent Director, State Street Global Advisers Ireland, Ltd. (investment companies); and Until August 1994, President, Alonzo B. Reed, Inc., (a Boston architect-engineering firm). | | 75 | | |
26
State Street Master Funds
State Street Equity 500 Index Portfolio
Trustees and Officers Information — (continued)
December 31, 2015 (Unaudited)
| | | | | | | | | | |
Name, Address, and Year of Birth | | Position(s) Held with Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years and Relevant Experience | | Number of Funds in Fund Complex Overseen by Trustee | | Other Directorships Held by Trustee During Past Five Years |
Independent Trustees (continued) | | | | | | |
Douglas T. Williams State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1940 | | Trustee and Co-Chairman of the Audit Committee | | Term: Indefinite Elected: 7/99 | | President, Oakmont Homeowners Association; President, Mariner Sands Chapel; Executive Vice President and member of Executive Committee, Chase Manhattan Bank (1987 – 1999); President, Boston Stock Exchange Depository Trust Company, 1981 – 1982; Treasurer, Nantucket Educational Trust, (2002 – 2007). | | 75 | | |
| | | | | |
Interested Trustee(1) | | | | | | | | | | |
James E. Ross SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1965 | | Trustee | | Term: Indefinite Elected Trustee: 2/07 | | Chairman and Director, SSGA Funds Management, Inc. (2012 – present); President, SSGA Funds Management, Inc. (2005 – 2012); Executive Vice President and Senior Managing Director, State Street Global Advisors (2006 – present); and Principal, State Street Global Advisors (2006 – present). | | 290 | | Trustee, SPDR Series Trust; Trustee, SPDR Index Shares Funds; Trustee, Select Sector SPDR Trust; Trustee, SSGA Active Trust; and Trustee, SSGA Master Trust. |
(1) | Mr. Ross is an Interested Trustee because of his employment by SSGA Funds Management, Inc., an affiliate of the Trust. |
| | | | | | |
Name, Address, and Year of Birth | | Position(s) Held with Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years |
Officers: | | | | | | |
Ellen M. Needham SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1967 | | President | | Term: Indefinite Elected: 10/12 | | President and Director, SSGA Funds Management, Inc. (June 2012 – present); Chief Operating Officer, SSGA Funds Management, Inc. (May 2010 – June 2012); Senior Managing Director, SSGA Funds Management, Inc. (1992 – 2012) and Senior Managing Director, State Street Global Advisors (1992 – present).* |
Bruce S. Rosenberg SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1961 | | Treasurer | | Term: Indefinite Elected: 2/16 | | 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 Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1966 | | Vice President and Deputy Treasurer | | Term: Indefinite Elected 10/12 Term: Indefinite Elected: 2/16 | | Chief Operating Officer, SSGA Funds Management, Inc. (April 2014 – present); Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (2005 – present).* |
Chad C. Hallett SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1969 | | Deputy Treasurer | | Term: Indefinite Elected: 2/16 | | 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).* |
27
State Street Master Funds
State Street Equity 500 Index Portfolio
Trustees and Officers Information — (continued)
December 31, 2015 (Unaudited)
| | | | | | |
Name, Address, and Year of Birth | | Position(s) Held with Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years |
Officers: (continued) | | | | | | |
Sujata Upreti SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1974 | | Assistant Treasurer | | Term: Indefinite Elected: 2/16 | | Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (May 2015 – present); Assistant Director, Cambridge Associates, LLC (July 2014 – January 2015); Vice President, Bank of New York Mellon (July 2012 – August 2013); Manager, PricewaterhouseCoopers, LLP (September 2009 – July 2012). |
Daniel Foley SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1972 | | Assistant Treasurer | | Term: Indefinite Elected: 2/16 | | Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (April 2014 – present); Principal, State Street Global Advisors and SSGA Funds Management, Inc. (April 2007 – April 2014). |
Brian Harris SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1973 | | Chief Compliance Officer | | Term: Indefinite Elected: 11/13 | | Vice President, 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 (September 2010 to May 2013); Director of Compliance, AARP Financial Inc. (July 2008 to August 2010). |
Trevor Swanberg SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1979 | | Code of Ethics Compliance Officer | | Term: Indefinite Elected: 8/15 | | Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (January 2015 – Present); Senior Manager-Mutual Fund Compliance, ICMA-Retirement Corporation (December 2011 – January 2015); Assistant Vice President, J.P. Morgan (September 2007 – December 2011). |
Joshua A. Weinberg SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1978 | | Chief Legal Officer | | Term: Indefinite Elected: 2/15 | | Vice President and Managing Counsel, State Street Global Advisors (2011 – present); Clerk, SSGA Funds Management, Inc. (2013 – present); Associate, Financial Services Group, Dechert LLP (2006 – 2011). |
David K. James State Street Bank and Trust Company 100 Huntington Avenue, 3rd Floor Boston, MA 02116 YOB: 1970 | | Secretary | | Term: Indefinite Elected: 4/13 | | Managing Director and Managing Counsel, State Street Bank and Trust Company (2009 – present); Vice President and Counsel, PNC Global Investment Servicing (US), Inc. (2006 – 2009). |
Kristin Schantz State Street Bank and Trust Company 100 Huntington Avenue, 3rd Floor Boston, MA 02116 YOB: 1979 | | Assistant Secretary | | Term: Indefinite Elected: 2/14 | | Vice President and Senior Counsel, State Street Bank and Trust Company (2013 – present); Vice President, Citi Fund Services Ohio, Inc. (2008 – 2013). |
28
Trustees
William L. Boyan
Michael F. Holland
William L. Marshall
Patrick J. Riley
James E. Ross
Richard D. Shirk
Rina K. Spence
Bruce D. Taber
Douglas T. Williams
Investment Adviser and Administrator
SSGA Funds Management, Inc.
State Street Financial Center
One Lincoln Street
Boston, MA 02111
Sub-Administrator, Custodian and Transfer Agent
State Street Bank and Trust Company
State Street Financial Center
One Lincoln Street
Boston, MA 02111
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, MA 02116
Legal Counsel
Ropes & Gray LLP
800 Boylston Street
Boston, MA 02199
This report is for shareholder information. This is not a prospectus intended for use in the purchase or sale of shares of beneficial interest.
| | |
State Street Equity 500 Index Portfolio State Street Bank and Trust Company P.O. Box 5049 Boston, MA 02206 | | SSITEQAR IBG-18502 |
Annual Report
31 December 2015
State Street Master Funds
State Street Money Market Portfolio

State Street Master Funds
State Street Money Market Portfolio
Annual Report
December 31, 2015
Table of Contents
State Street Master Funds
State Street Money Market Portfolio
Portfolio Statistics (Unaudited)
| | | | |
Portfolio Composition* | | | December 31, 2015 | |
Certificates of Deposit | | | 41.7 | % |
Financial Company Commercial Paper | | | 20.3 | |
Treasury Repurchase Agreements | | | 19.6 | |
Other Notes | | | 6.4 | |
Government Agency Debt | | | 2.9 | |
Asset Backed Commercial Paper | | | 2.8 | |
Government Agency Repurchase Agreements | | | 2.1 | |
Other Repurchase Agreements | | | 1.2 | |
Other Assets in Excess of Liabilities | | | 3.0 | |
Total | | | 100.0 | % |
| | | | |
Maturity Ladder* | | | December 31, 2015 | |
Overnight (1 Day) | | | 24.2 | % |
2-30 Days | | | 24.4 | |
31-60 Days | | | 22.5 | |
61-90 Days | | | 11.5 | |
Over 90 Days | | | 14.4 | |
Total | | | 97.0 | % |
Average days to maturity | | | 23 | |
Weighted average life | | | 40 | |
* | As a percentage of net assets as of the date indicated. The Portfolio’s composition will vary over time. |
See accompanying notes to financial statements.
25
State Street Master Funds
State Street Money Market Portfolio
Schedule of Investments
December 31, 2015
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Market Value | |
| | | | | | | | | | | | | | | | | | | | |
ASSET BACKED COMMERCIAL PAPER – 2.8% | | | | | | | | | | |
Atlantic Asset Securitization LLC(a)(b) | | | 0.300 | % | | | 01/13/2016 | | | | 01/13/2016 | | | $ | 133,950,000 | | | $ | 133,936,605 | |
Kells Funding LLC(b)(c) | | | 0.250 | % | | | 01/19/2016 | | | | 01/19/2016 | | | | 125,000,000 | | | | 124,984,375 | |
Kells Funding LLC(b)(c) | | | 0.340 | % | | | 02/04/2016 | | | | 02/04/2016 | | | | 150,000,000 | | | | 149,951,833 | |
Kells Funding LLC(b)(c) | | | 0.340 | % | | | 02/11/2016 | | | | 02/11/2016 | | | | 100,000,000 | | | | 99,961,278 | |
Kells Funding LLC(b)(c) | | | 0.330 | % | | | 02/12/2016 | | | | 02/12/2016 | | | | 200,000,000 | | | | 199,923,000 | |
Kells Funding LLC(b)(c) | | | 0.370 | % | | | 03/02/2016 | | | | 03/02/2016 | | | | 150,000,000 | | | | 149,905,958 | |
Kells Funding LLC(b)(c) | | | 0.340 | % | | | 03/09/2016 | | | | 03/09/2016 | | | | 75,000,000 | | | | 74,951,833 | |
Kells Funding LLC(b)(c) | | | 0.380 | % | | | 03/09/2016 | | | | 03/09/2016 | | | | 150,000,000 | | | | 149,892,334 | |
Versailles Commercial Paper LLC(a)(b) | | | 0.320 | % | | | 01/04/2016 | | | | 01/04/2016 | | | | 125,000,000 | | | | 124,996,667 | |
Versailles Commercial Paper LLC(a)(b) | | | 0.340 | % | | | 02/01/2016 | | | | 02/01/2016 | | | | 150,000,000 | | | | 149,956,083 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL ASSET BACKED COMMERCIAL PAPER | | | | | | | | | | | | | | | | 1,358,459,966 | |
| | | | | | | | | | | | | | | | | | | | |
FINANCIAL COMPANY COMMERCIAL PAPER – 20.3% | | | | | | | | | | |
Australia & New Zealand Banking Group Ltd.(a)(b) | | | 0.441 | % | | | 01/11/2016 | | | | 01/11/2016 | | | | 85,000,000 | | | | 85,000,000 | |
Australia & New Zealand Banking Group Ltd.(a)(d) | | | 0.441 | % | | | 01/13/2016 | | | | 01/19/2016 | | | | 100,000,000 | | | | 100,000,357 | |
Australia & New Zealand Banking Group Ltd.(a)(b) | | | 0.542 | % | | | 01/19/2016 | | | | 01/19/2016 | | | | 78,000,000 | | | | 78,000,000 | |
Australia & New Zealand Banking Group Ltd.(a)(b) | | | 0.400 | % | | | 02/25/2016 | | | | 02/25/2016 | | | | 26,000,000 | | | | 25,984,111 | |
Australia & New Zealand Banking Group Ltd.(a)(b) | | | 0.400 | % | | | 03/01/2016 | | | | 03/01/2016 | | | | 52,000,000 | | | | 51,965,333 | |
Australia & New Zealand Banking Group Ltd.(a)(d) | | | 0.361 | % | | | 01/04/2016 | | | | 05/04/2016 | | | | 126,000,000 | | | | 125,997,770 | |
Caisse des Depots et Consignations(b)(c) | | | 0.350 | % | | | 01/25/2016 | | | | 01/25/2016 | | | | 200,000,000 | | | | 199,953,333 | |
Caisse des Depots et Consignations(b)(c) | | | 0.270 | % | | | 02/02/2016 | | | | 02/02/2016 | | | | 305,000,000 | | | | 304,926,800 | |
Caisse des Depots et Consignations(b)(c) | | | 0.330 | % | | | 02/03/2016 | | | | 02/03/2016 | | | | 195,000,000 | | | | 194,941,013 | |
Caisse des Depots et Consignations(b)(c) | | | 0.410 | % | | | 02/05/2016 | | | | 02/05/2016 | | | | 200,000,000 | | | | 199,920,278 | |
Caisse des Depots et Consignations(b)(c) | | | 0.330 | % | | | 02/19/2016 | | | | 02/19/2016 | | | | 250,000,000 | | | | 249,887,708 | |
Caisse des Depots et Consignations(b)(c) | | | 0.320 | % | | | 02/22/2016 | | | | 02/22/2016 | | | | 260,000,000 | | | | 259,879,822 | |
Caisse des Depots et Consignations(b)(c) | | | 0.320 | % | | | 02/26/2016 | | | | 02/26/2016 | | | | 75,000,000 | | | | 74,962,667 | |
Caisse des Depots et Consignations(b)(c) | | | 0.340 | % | | | 03/01/2016 | | | | 03/01/2016 | | | | 63,000,000 | | | | 62,964,300 | |
Caisse des Depots et Consignations(b)(c) | | | 0.345 | % | | | 03/15/2016 | | | | 03/15/2016 | | | | 52,000,000 | | | | 51,963,123 | |
Caisse des Depots et Consignations(b)(c) | | | 0.460 | % | | | 03/16/2016 | | | | 03/16/2016 | | | | 200,000,000 | | | | 199,808,333 | |
Commonwealth Bank of Australia(a)(b) | | | 0.441 | % | | | 01/11/2016 | | | | 01/11/2016 | | | | 88,000,000 | | | | 88,000,000 | |
Commonwealth Bank of Australia(a)(d) | | | 0.602 | % | | | 01/26/2016 | | | | 04/26/2016 | | | | 110,000,000 | | | | 110,000,000 | |
DBS Bank Ltd.(a)(b) | | | 0.340 | % | | | 01/21/2016 | | | | 01/21/2016 | | | | 80,000,000 | | | | 79,984,889 | |
DBS Bank Ltd.(a)(b) | | | 0.340 | % | | | 02/02/2016 | | | | 02/02/2016 | | | | 100,000,000 | | | | 99,969,778 | |
DBS Bank Ltd.(a)(b) | | | 0.340 | % | | | 02/04/2016 | | | | 02/04/2016 | | | | 100,000,000 | | | | 99,967,889 | |
DBS Bank Ltd.(a)(b) | | | 0.330 | % | | | 02/05/2016 | | | | 02/05/2016 | | | | 100,000,000 | | | | 99,967,917 | |
DBS Bank Ltd.(a)(b) | | | 0.330 | % | | | 02/10/2016 | | | | 02/10/2016 | | | | 125,000,000 | | | | 124,954,167 | |
See accompanying notes to the financial statements.
26
State Street Master Funds
State Street Money Market Portfolio
Schedule of Investments — (continued)
December 31, 2015
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Market Value | |
FINANCIAL COMPANY COMMERCIAL PAPER – (continued) | | | | | | | | | | |
DnB Bank ASA(a)(b) | | | 0.355 | % | | | 02/23/2016 | | | | 02/23/2016 | | | $ | 375,000,000 | | | $ | 374,804,010 | |
DnB Bank ASA(a)(b) | | | 0.340 | % | | | 03/07/2016 | | | | 03/07/2016 | | | | 350,000,000 | | | | 349,781,833 | |
Erste Abwicklungsanstalt(a)(b) | | | 0.320 | % | | | 01/12/2016 | | | | 01/12/2016 | | | | 140,000,000 | | | | 139,986,311 | |
Erste Abwicklungsanstalt(a)(b) | | | 0.320 | % | | | 03/08/2016 | | | | 03/08/2016 | | | | 50,000,000 | | | | 49,970,222 | |
General Electric Capital Corp.(b) | | | 0.150 | % | | | 01/04/2016 | | | | 01/04/2016 | | | | 150,000,000 | | | | 149,998,125 | |
HSBC Bank PLC(a)(d) | | | 0.570 | % | | | 01/18/2016 | | | | 05/18/2016 | | | | 252,000,000 | | | | 252,000,000 | |
National Australia Bank Ltd.(a)(b) | | | 0.427 | % | | | 01/12/2016 | | | | 01/12/2016 | | | | 60,000,000 | | | | 60,000,000 | |
National Australia Bank Ltd.(a)(b) | | | 0.400 | % | | | 03/03/2016 | | | | 03/03/2016 | | | | 201,100,000 | | | | 200,961,465 | |
National Australia Bank Ltd.(a)(d) | | | 0.439 | % | | | 01/06/2016 | | | | 04/06/2016 | | | | 172,000,000 | | | | 172,000,000 | |
Nederlandse Waterschapsbank NV(a)(b) | | | 0.340 | % | | | 01/27/2016 | | | | 01/27/2016 | | | | 75,000,000 | | | | 74,981,583 | |
Nordea Bank AB(a)(b) | | | 0.375 | % | | | 02/23/2016 | | | | 02/23/2016 | | | | 300,000,000 | | | | 299,834,375 | |
Nordea Bank AB(a)(b) | | | 0.330 | % | | | 03/07/2016 | | | | 03/07/2016 | | | | 51,000,000 | | | | 50,969,145 | |
Nordea Bank AB(a)(b) | | | 0.330 | % | | | 03/08/2016 | | | | 03/08/2016 | | | | 50,000,000 | | | | 49,969,292 | |
NRW.Bank(a)(b) | | | 0.265 | % | | | 01/13/2016 | | | | 01/13/2016 | | | | 170,000,000 | | | | 169,984,983 | |
NRW.Bank(a)(b) | | | 0.210 | % | | | 01/14/2016 | | | | 01/14/2016 | | | | 157,000,000 | | | | 156,988,094 | |
Skandinaviska Enskilda Banken AB(a)(b) | | | 0.330 | % | | | 02/03/2016 | | | | 02/03/2016 | | | | 136,000,000 | | | | 135,958,860 | |
Skandinaviska Enskilda Banken AB(a)(b) | | | 0.335 | % | | | 02/04/2016 | | | | 02/04/2016 | | | | 250,000,000 | | | | 249,920,903 | |
Skandinaviska Enskilda Banken AB(a)(b) | | | 0.325 | % | | | 02/11/2016 | | | | 02/11/2016 | | | | 118,000,000 | | | | 117,956,324 | |
Skandinaviska Enskilda Banken AB(a)(b) | | | 0.325 | % | | | 02/12/2016 | | | | 02/12/2016 | | | | 300,000,000 | | | | 299,886,250 | |
Skandinaviska Enskilda Banken AB(a)(b) | | | 0.325 | % | | | 02/23/2016 | | | | 02/23/2016 | | | | 250,000,000 | | | | 249,880,382 | |
Societe Generale(a)(b) | | | 0.350 | % | | | 01/05/2016 | | | | 01/05/2016 | | | | 250,000,000 | | | | 249,990,278 | |
Societe Generale(a)(b) | | | 0.500 | % | | | 02/01/2016 | | | | 02/01/2016 | | | | 250,000,000 | | | | 249,892,361 | |
Standard Chartered Bank(a)(b) | | | 0.290 | % | | | 01/22/2016 | | | | 01/22/2016 | | | | 96,000,000 | | | | 95,983,760 | |
Standard Chartered Bank(a)(b) | | | 0.300 | % | | | 02/05/2016 | | | | 02/05/2016 | | | | 142,000,000 | | | | 141,958,583 | |
Standard Chartered Bank(a)(b) | | | 0.650 | % | | | 04/04/2016 | | | | 04/04/2016 | | | | 145,000,000 | | | | 144,753,903 | |
Sumitomo Mitsui Banking Corp.(a)(b) | | | 0.310 | % | | | 01/13/2016 | | | | 01/13/2016 | | | | 250,000,000 | | | | 249,974,167 | |
Sumitomo Mitsui Banking Corp.(a)(b) | | | 0.300 | % | | | 01/20/2016 | | | | 01/20/2016 | | | | 92,000,000 | | | | 91,985,433 | |
Svenska Handelsbanken AB(a)(b) | | | 0.310 | % | | | 02/12/2016 | | | | 02/12/2016 | | | | 300,000,000 | | | | 299,891,500 | |
Swedbank AB(b) | | | 0.350 | % | | | 02/03/2016 | | | | 02/03/2016 | | | | 75,000,000 | | | | 74,975,938 | |
Swedbank AB(b) | | | 0.350 | % | | | 02/04/2016 | | | | 02/04/2016 | | | | 200,000,000 | | | | 199,933,889 | |
Swedbank AB(b) | | | 0.330 | % | | | 02/10/2016 | | | | 02/10/2016 | | | | 100,000,000 | | | | 99,963,333 | |
Swedbank AB(b) | | | 0.330 | % | | | 02/11/2016 | | | | 02/11/2016 | | | | 200,000,000 | | | | 199,924,833 | |
Swedbank AB(b) | | | 0.400 | % | | | 03/01/2016 | | | | 03/01/2016 | | | | 111,000,000 | | | | 110,926,000 | |
Swedbank AB(b) | | | 0.400 | % | | | 03/03/2016 | | | | 03/03/2016 | | | | 63,000,000 | | | | 62,956,600 | |
Swedbank AB(b) | | | 0.400 | % | | | 03/04/2016 | | | | 03/04/2016 | | | | 138,000,000 | | | | 137,903,400 | |
Toyota Motor Credit Corp.(d) | | | 0.369 | % | | | 01/07/2016 | | | | 01/12/2016 | | | | 150,000,000 | | | | 150,000,000 | |
Toyota Motor Credit Corp.(d) | | | 0.387 | % | | | 01/11/2016 | | | | 01/14/2016 | | | | 95,000,000 | | | | 95,000,000 | |
Westpac Banking Corp.(a)(b) | | | 0.441 | % | | | 01/11/2016 | | | | 01/11/2016 | | | | 160,000,000 | | | | 160,000,000 | |
Westpac Banking Corp.(a)(d) | | | 0.532 | % | | | 01/25/2016 | | | | 02/25/2016 | | | | 71,500,000 | | | | 71,500,000 | |
Westpac Banking Corp.(a)(d) | | | 0.532 | % | | | 01/26/2016 | | | | 02/26/2016 | | | | 71,500,000 | | | | 71,500,000 | |
Westpac Banking Corp.(a)(d) | | | 0.411 | % | | | 01/11/2016 | | | | 03/11/2016 | | | | 122,000,000 | | | | 122,000,000 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL FINANCIAL COMPANY COMMERCIAL PAPER | | | | | | | | | | | | 9,655,845,723 | |
| | | | | | | | | | | | | | | | | | | | |
See accompanying notes to the financial statements.
27
State Street Master Funds
State Street Money Market Portfolio
Schedule of Investments — (continued)
December 31, 2015
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Market Value | |
CERTIFICATES OF DEPOSIT – 41.7% | | | | | | | | | | |
Bank of Montreal(b) | | | 0.290 | % | | | 01/07/2016 | | | | 01/07/2016 | | | $ | 268,000,000 | | | $ | 268,000,000 | |
Bank of Montreal(b) | | | 0.290 | % | | | 01/08/2016 | | | | 01/08/2016 | | | | 175,000,000 | | | | 175,000,000 | |
Bank of Montreal(b) | | | 0.300 | % | | | 01/11/2016 | | | | 01/11/2016 | | | | 205,000,000 | | | | 205,000,000 | |
Bank of Montreal(b) | | | 0.451 | % | | | 01/15/2016 | | | | 01/15/2016 | | | | 100,000,000 | | | | 100,000,000 | |
Bank of Montreal(b) | | | 0.520 | % | | | 01/15/2016 | | | | 01/15/2016 | | | | 325,000,000 | | | | 325,000,000 | |
Bank of Montreal(b) | | | 0.320 | % | | | 02/17/2016 | | | | 02/17/2016 | | | | 90,000,000 | | | | 90,000,000 | |
Bank of Montreal(d) | | | 0.487 | % | | | 01/14/2016 | | | | 03/14/2016 | | | | 100,000,000 | | | | 100,000,000 | |
Bank of Montreal(d) | | | 0.530 | % | | | 01/19/2016 | | | | 03/18/2016 | | | | 100,000,000 | | | | 100,000,000 | |
Bank of Nova Scotia(b) | | | 0.260 | % | | | 02/01/2016 | | | | 02/01/2016 | | | | 290,000,000 | | | | 290,000,000 | |
Bank of Nova Scotia(d) | | | 0.449 | % | | | 01/07/2016 | | | | 04/07/2016 | | | | 335,000,000 | | | | 335,000,000 | |
Bank of Nova Scotia(d) | | | 0.459 | % | | | 01/05/2016 | | | | 05/05/2016 | | | | 295,000,000 | | | | 295,000,000 | |
Bank of Tokyo – Mitsubishi(b) | | | 0.250 | % | | | 01/04/2016 | | | | 01/04/2016 | | | | 213,000,000 | | | | 213,000,000 | |
Bank of Tokyo – Mitsubishi(b) | | | 0.380 | % | | | 01/04/2016 | | | | 01/04/2016 | | | | 200,000,000 | | | | 200,000,000 | |
Bank of Tokyo – Mitsubishi(b) | | | 0.300 | % | | | 01/06/2016 | | | | 01/06/2016 | | | | 450,000,000 | | | | 450,000,000 | |
Bank of Tokyo – Mitsubishi(b) | | | 0.340 | % | | | 01/07/2016 | | | | 01/07/2016 | | | | 300,000,000 | | | | 300,000,000 | |
Bank of Tokyo – Mitsubishi(b) | | | 0.300 | % | | | 01/11/2016 | | | | 01/11/2016 | | | | 350,000,000 | | | | 350,000,000 | |
Bank of Tokyo – Mitsubishi(b) | | | 0.300 | % | | | 01/14/2016 | | | | 01/14/2016 | | | | 200,000,000 | | | | 200,000,000 | |
Bank of Tokyo – Mitsubishi(b) | | | 0.300 | % | | | 02/01/2016 | | | | 02/01/2016 | | | | 350,000,000 | | | | 350,000,000 | |
BNP Paribas(b) | | | 0.310 | % | | | 02/03/2016 | | | | 02/03/2016 | | | | 128,000,000 | | | | 128,000,000 | |
BNP Paribas(b) | | | 0.320 | % | | | 02/26/2016 | | | | 02/26/2016 | | | | 125,000,000 | | | | 125,000,000 | |
BNP Paribas(b) | | | 0.360 | % | | | 03/02/2016 | | | | 03/02/2016 | | | | 247,000,000 | | | | 247,000,000 | |
BNP Paribas(b) | | | 0.400 | % | | | 03/03/2016 | | | | 03/03/2016 | | | | 112,000,000 | | | | 112,000,000 | |
BNP Paribas(b) | | | 0.500 | % | | | 03/16/2016 | | | | 03/16/2016 | | | | 500,000,000 | | | | 500,000,000 | |
Canadian Imperial Bank of Commerce(b) | | | 0.426 | % | | | 01/08/2016 | | | | 01/08/2016 | | | | 250,000,000 | | | | 250,000,000 | |
Canadian Imperial Bank of Commerce(d) | | | 0.465 | % | | | 01/19/2016 | | | | 02/16/2016 | | | | 238,000,000 | | | | 238,000,000 | |
Chase Bank USA NA(d) | | | 0.562 | % | | | 01/21/2016 | | | | 04/21/2016 | | | | 202,000,000 | | | | 202,000,000 | |
Chase Bank USA NA(d) | | | 0.612 | % | | | 01/26/2016 | | | | 05/26/2016 | | | | 100,000,000 | | | | 100,000,000 | |
Credit Agricole Corporate & Investment Bank(b) | | | 0.420 | % | | | 02/01/2016 | | | | 02/01/2016 | | | | 400,000,000 | | | | 400,000,000 | |
Credit Agricole Corporate & Investment Bank(b) | | | 0.360 | % | | | 02/05/2016 | | | | 02/05/2016 | | | | 200,000,000 | | | | 200,000,000 | |
Credit Agricole Corporate & Investment Bank(b) | | | 0.400 | % | | | 02/08/2016 | | | | 02/08/2016 | | | | 250,000,000 | | | | 250,000,000 | |
Credit Agricole Corporate & Investment Bank(b) | | | 0.400 | % | | | 02/09/2016 | | | | 02/09/2016 | | | | 200,000,000 | | | | 200,000,000 | |
Credit Suisse(d) | | | 0.630 | % | | | 01/19/2016 | | | | 04/18/2016 | | | | 250,000,000 | | | | 250,000,000 | |
Credit Suisse(d) | | | 0.692 | % | | | 01/27/2016 | | | | 05/02/2016 | | | | 200,000,000 | | | | 200,000,000 | |
ING Bank NV(b) | | | 0.400 | % | | | 02/01/2016 | | | | 02/01/2016 | | | | 400,000,000 | | | | 400,000,000 | |
ING Bank NV(b) | | | 0.380 | % | | | 02/02/2016 | | | | 02/02/2016 | | | | 400,000,000 | | | | 400,000,000 | |
ING Bank NV(b) | | | 0.370 | % | | | 02/05/2016 | | | | 02/05/2016 | | | | 400,000,000 | | | | 400,000,000 | |
ING Bank NV(b) | | | 0.440 | % | | | 03/14/2016 | | | | 03/14/2016 | | | | 200,000,000 | | | | 200,000,000 | |
See accompanying notes to the financial statements.
28
State Street Master Funds
State Street Money Market Portfolio
Schedule of Investments — (continued)
December 31, 2015
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Market Value | |
CERTIFICATES OF DEPOSIT – (continued) | | | | | | | | | | |
KBC Bank NV(b) | | | 0.290 | % | | | 01/05/2016 | | | | 01/05/2016 | | | $ | 400,000,000 | | | $ | 400,000,000 | |
National Australia Bank Ltd.(b) | | | 0.275 | % | | | 01/11/2016 | | | | 01/11/2016 | | | | 245,000,000 | | | | 245,000,340 | |
National Australia Bank Ltd.(b) | | | 0.270 | % | | | 01/12/2016 | | | | 01/12/2016 | | | | 140,000,000 | | | | 140,000,000 | |
Nordea Bank AB(b) | | | 0.280 | % | | | 01/20/2016 | | | | 01/20/2016 | | | | 225,000,000 | | | | 225,000,000 | |
Nordea Bank AB(b) | | | 0.360 | % | | | 02/19/2016 | | | | 02/19/2016 | | | | 225,000,000 | | | | 225,000,000 | |
Norinchukin Bank(b) | | | 0.220 | % | | | 01/04/2016 | | | | 01/04/2016 | | | | 40,000,000 | | | | 40,000,000 | |
Norinchukin Bank(b) | | | 0.250 | % | | | 01/05/2016 | | | | 01/05/2016 | | | | 275,000,000 | | | | 275,000,000 | |
Norinchukin Bank(b) | | | 0.250 | % | | | 01/08/2016 | | | | 01/08/2016 | | | | 150,000,000 | | | | 150,000,000 | |
Norinchukin Bank(b) | | | 0.250 | % | | | 01/11/2016 | | | | 01/11/2016 | | | | 165,000,000 | | | | 165,000,000 | |
Norinchukin Bank(b) | | | 0.320 | % | | | 01/12/2016 | | | | 01/12/2016 | | | | 199,000,000 | | | | 198,999,999 | |
Norinchukin Bank(b) | | | 0.310 | % | | | 01/13/2016 | | | | 01/13/2016 | | | | 247,000,000 | | | | 247,000,000 | |
Norinchukin Bank(b) | | | 0.300 | % | | | 01/28/2016 | | | | 01/28/2016 | | | | 300,000,000 | | | | 299,998,876 | |
Norinchukin Bank(b) | | | 0.410 | % | | | 02/05/2016 | | | | 02/05/2016 | | | | 400,000,000 | | | | 400,000,000 | |
Rabobank Nederland NV(d) | | | 0.497 | % | | | 01/14/2016 | | | | 03/14/2016 | | | | 345,000,000 | | | | 345,000,000 | |
Rabobank Nederland NV(d) | | | 0.583 | % | | | 01/22/2016 | | | | 03/22/2016 | | | | 340,000,000 | | | | 340,000,000 | |
Rabobank Nederland NV(d) | | | 0.487 | % | | | 01/13/2016 | | | | 04/13/2016 | | | | 209,000,000 | | | | 209,000,000 | |
Royal Bank of Canada(d) | | | 0.463 | % | | | 01/11/2016 | | | | 03/10/2016 | | | | 200,000,000 | | | | 200,000,000 | |
Royal Bank of Canada(d) | | | 0.552 | % | | | 01/20/2016 | | | | 05/20/2016 | | | | 125,000,000 | | | | 125,000,000 | |
Societe Generale(b) | | | 0.440 | % | | | 02/01/2016 | | | | 02/01/2016 | | | | 350,000,000 | | | | 350,000,000 | |
Societe Generale(b) | | | 0.500 | % | | | 03/07/2016 | | | | 03/07/2016 | | | | 300,000,000 | | | | 300,000,000 | |
Standard Chartered Bank(b) | | | 0.290 | % | | | 01/21/2016 | | | | 01/21/2016 | | | | 104,000,000 | | | | 104,000,000 | |
Standard Chartered Bank(b) | | | 0.300 | % | | | 01/29/2016 | | | | 01/29/2016 | | | | 393,000,000 | | | | 393,000,000 | |
Sumitomo Mitsui Banking Corp.(b) | | | 0.300 | % | | | 01/21/2016 | | | | 01/21/2016 | | | | 150,000,000 | | | | 150,000,000 | |
Sumitomo Mitsui Banking Corp.(b) | | | 0.300 | % | | | 01/27/2016 | | | | 01/27/2016 | | | | 175,000,000 | | | | 175,000,000 | |
Sumitomo Mitsui Banking Corp.(b) | | | 0.300 | % | | | 01/28/2016 | | | | 01/28/2016 | | | | 150,000,000 | | | | 150,000,000 | |
Sumitomo Mitsui Banking Corp.(b) | | | 0.400 | % | | | 02/01/2016 | | | | 02/01/2016 | | | | 275,000,000 | | | | 275,000,000 | |
Sumitomo Mitsui Banking Corp.(b) | | | 0.400 | % | | | 02/16/2016 | | | | 02/16/2016 | | | | 123,000,000 | | | | 122,999,994 | |
Sumitomo Mitsui Banking Corp.(b) | | | 0.400 | % | | | 02/29/2016 | | | | 02/29/2016 | | | | 100,000,000 | | | | 99,999,996 | |
Sumitomo Mitsui Banking Corp.(b) | | | 0.670 | % | | | 04/01/2016 | | | | 04/01/2016 | | | | 400,000,000 | | | | 400,000,000 | |
Svenska Handelsbanken AB(b) | | | 0.240 | % | | | 01/04/2016 | | | | 01/04/2016 | | | | 260,000,000 | | | | 260,000,000 | |
Svenska Handelsbanken AB(b) | | | 0.270 | % | | | 01/07/2016 | | | | 01/07/2016 | | | | 150,000,000 | | | | 150,000,000 | |
Svenska Handelsbanken AB(b) | | | 0.481 | % | | | 01/15/2016 | | | �� | 01/15/2016 | | | | 300,000,000 | | | | 300,000,000 | |
Svenska Handelsbanken AB(b) | | | 0.405 | % | | | 03/02/2016 | | | | 03/02/2016 | | | | 300,000,000 | | | | 300,002,539 | |
Toronto Dominion Bank(d) | | | 0.487 | % | | | 01/12/2016 | | | | 02/12/2016 | | | | 183,000,000 | | | | 183,000,000 | |
Toronto Dominion Bank(d) | | | 0.532 | % | | | 01/25/2016 | | | | 02/25/2016 | | | | 139,500,000 | | | | 139,507,009 | |
Toronto Dominion Bank(d) | | | 0.495 | % | | | 01/19/2016 | | | | 03/16/2016 | | | | 188,000,000 | | | | 188,000,000 | |
Toronto Dominion Bank(d) | | | 0.429 | % | | | 01/05/2016 | | | | 04/05/2016 | | | | 109,000,000 | | | | 109,000,000 | |
Toronto Dominion Bank(d) | | | 0.540 | % | | | 01/19/2016 | | | | 04/18/2016 | | | | 114,000,000 | | | | 114,000,000 | |
Toronto Dominion Bank(d) | | | 0.572 | % | | | 01/26/2016 | | | | 05/26/2016 | | | | 175,000,000 | | | | 175,000,000 | |
UBS AG(d) | | | 0.595 | % | | | 01/19/2016 | | | | 04/18/2016 | | | | 400,000,000 | | | | 400,000,000 | |
UBS AG(d) | | | 0.504 | % | | | 01/04/2016 | | | | 05/03/2016 | | | | 350,000,000 | | | | 350,000,000 | |
See accompanying notes to the financial statements.
29
State Street Master Funds
State Street Money Market Portfolio
Schedule of Investments — (continued)
December 31, 2015
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Market Value | |
CERTIFICATES OF DEPOSIT – (continued) | | | | | | | | | | |
Wells Fargo Bank NA(d) | | | 0.409 | % | | | 01/07/2016 | | | | 01/08/2016 | | | $ | 200,000,000 | | | $ | 200,000,000 | |
Wells Fargo Bank NA(b) | | | 0.397 | % | | | 01/11/2016 | | | | 01/11/2016 | | | | 215,000,000 | | | | 215,000,000 | |
Wells Fargo Bank NA(b) | | | 0.467 | % | | | 01/13/2016 | | | | 01/13/2016 | | | | 225,000,000 | | | | 225,000,000 | |
Wells Fargo Bank NA(b) | | | 0.542 | % | | | 03/03/2016 | | | | 03/03/2016 | | | | 275,000,000 | | | | 275,000,000 | |
Wells Fargo Bank NA(d) | | | 0.570 | % | | | 01/01/2016 | | | | 04/04/2016 | | | | 64,000,000 | | | | 64,000,000 | |
Wells Fargo Bank NA(d) | | | 0.570 | % | | | 01/01/2016 | | | | 04/08/2016 | | | | 215,000,000 | | | | 215,000,000 | |
Westpac Banking Corp.(d) | | | 0.542 | % | | | 01/25/2016 | | | | 04/25/2016 | | | | 139,000,000 | | | | 139,000,000 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL CERTIFICATES OF DEPOSIT | | | | | | | | | | | | | | | | 19,899,508,753 | |
| | | | | | | | | | | | | | | | | | | | |
OTHER NOTES – 6.4% | | | | | | | | | | |
Bank of America NA(b) | | | 0.491 | % | | | 01/15/2016 | | | | 01/15/2016 | | | | 168,000,000 | | | | 168,000,000 | |
Bank of America NA(d) | | | 0.434 | % | | | 01/04/2016 | | | | 03/01/2016 | | | | 151,000,000 | | | | 151,000,000 | |
Bank of America NA(d) | | | 0.439 | % | | | 01/05/2016 | | | | 04/05/2016 | | | | 148,000,000 | | | | 148,000,000 | |
Bank of America NA(d) | | | 0.439 | % | | | 01/06/2016 | | | | 04/06/2016 | | | | 145,000,000 | | | | 145,000,000 | |
Bank of America NA(d) | | | 0.471 | % | | | 01/11/2016 | | | | 04/11/2016 | | | | 84,000,000 | | | | 84,000,000 | |
Bank of America NA(d) | | | 0.487 | % | | | 01/12/2016 | | | | 04/12/2016 | | | | 82,000,000 | | | | 82,000,000 | |
Bank of America NA(d) | | | 0.434 | % | | | 01/04/2016 | | | | 05/03/2016 | | | | 141,000,000 | | | | 141,000,000 | |
Bank of America NA(d) | | | 0.592 | % | | | 01/21/2016 | | | | 05/19/2016 | | | | 175,000,000 | | | | 175,000,000 | |
BNP Paribas(b) | | | 0.250 | % | | | 01/04/2016 | | | | 01/04/2016 | | | | 81,745,000 | | | | 81,745,000 | |
JPMorgan Chase Bank NA(d) | | | 0.612 | % | | | 03/07/2016 | | | | 08/05/2016 | | | | 260,000,000 | | | | 260,000,000 | |
JPMorgan Chase Bank NA(d) | | | 0.480 | % | | | 01/22/2016 | | | | 08/22/2016 | | | | 175,000,000 | | | | 175,000,000 | |
Lloyds Bank PLC(b) | | | 0.260 | % | | | 01/04/2016 | | | | 01/04/2016 | | | | 720,000,000 | | | | 720,000,000 | |
Royal Bank of Canada(c)(d) | | | 0.443 | % | | | 01/07/2016 | | | | 08/08/2016 | | | | 155,000,000 | | | | 155,000,000 | |
Svenska Handelsbanken AB(b)(c) | | | 0.612 | % | | | 01/27/2016 | | | | 01/27/2016 | | | | 180,000,000 | | | | 180,000,000 | |
Wells Fargo Bank NA(d) | | | 0.607 | % | | | 03/10/2016 | | | | 08/09/2016 | | | | 155,000,000 | | | | 155,000,000 | |
Wells Fargo Bank NA(d) | | | 0.602 | % | | | 01/20/2016 | | | | 08/19/2016 | | | | 227,000,000 | | | | 227,000,000 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL OTHER NOTES | | | | | | | | | | | | | | | | 3,047,745,000 | |
| | | | | | | | | | | | | | | | | | | | |
GOVERNMENT AGENCY DEBT – 2.9% | | | | | | | | | | |
Federal Home Loan Bank(b) | | | 0.083 | % | | | 01/04/2016 | | | | 01/04/2016 | | | | 321,000,000 | | | | 320,997,807 | |
Federal Home Loan Bank(b) | | | 0.117 | % | | | 01/06/2016 | | | | 01/06/2016 | | | | 226,000,000 | | | | 225,996,390 | |
Federal Home Loan Bank(b) | | | 0.123 | % | | | 01/06/2016 | | | | 01/06/2016 | | | | 172,039,000 | | | | 172,036,133 | |
Federal Home Loan Bank(b) | | | 0.132 | % | | | 01/08/2016 | | | | 01/08/2016 | | | | 252,000,000 | | | | 251,993,630 | |
Federal Home Loan Bank(b) | | | 0.131 | % | | | 01/13/2016 | | | | 01/13/2016 | | | | 146,000,000 | | | | 145,993,722 | |
Federal Home Loan Bank(b) | | | 0.304 | % | | | 01/29/2016 | | | | 01/29/2016 | | | | 275,000,000 | | | | 274,936,261 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL GOVERNMENT AGENCY DEBT | | | | | | | | | | | | | | | | 1,391,953,943 | |
| | | | | | | | | | | | | | | | | | | | |
See accompanying notes to the financial statements.
30
State Street Master Funds
State Street Money Market Portfolio
Schedule of Investments — (continued)
December 31, 2015
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Market Value | |
GOVERNMENT AGENCY REPURCHASE AGREEMENTS – 2.1% | | | | | | | | | | |
Agreement with Bank of Nova Scotia and Bank of New York Mellon (Tri-Party), dated 12/31/2015 (collateralized by Federal Home Loan Mortgage Corporations, 3.000% – 4.000% due 04/01/2026 – 08/01/2045, Federal National Mortgage Associations, 2.500% – 5.500% due 04/01/2026 – 07/01/2045, Government National Mortgage Associations, 2.000% – 5.000% due 03/20/2041 – 09/20/2045, and U.S. Treasury Notes, 0.625% – 3.250% due 06/30/2016 – 02/15/2023, valued at $255,009,352); expected proceeds $250,009,167 | | | 0.330 | % | | | 01/04/2016 | | | | 01/04/2016 | | | $ | 250,000,000 | | | $ | 250,000,000 | |
Agreement with Goldman Sachs & Co. and Bank of New York Mellon (Tri-Party), dated 12/30/2015 (collateralized by a Federal National Mortgage Association, 3.000% due 01/01/2025, and Government National Mortgage Associations, 4.500% – 5.000% due 03/15/2040 – 11/20/2043, valued at $127,500,000); expected proceeds $125,007,292 | | | 0.300 | % | | | 01/06/2016 | | | | 01/06/2016 | | | | 125,000,000 | | | | 125,000,000 | |
Agreement with Goldman Sachs & Co. and Bank of New York Mellon (Tri-Party), dated 12/31/2015 (collateralized by a Federal National Mortgage Association, 1.629% due 08/25/2041, a Government National Mortgage Association, 3.000% due 07/20/2045, U.S. Treasury Bonds, 0.125% – 8.750% due 01/15/2016 – 07/15/2025, U.S. Treasury Inflation Index Bonds, 1.375% – 3.625% due 01/15/2027 – 02/15/2044, U.S. Treasury Notes, 0.500% – 3.750% due 02/28/2017 – 03/31/2020, and a U.S. Treasury Strip, 0.000% due 05/15/2020, valued at $332,520,067); expected proceeds $326,011,953 | | | 0.330 | % | | | 01/04/2016 | | | | 01/04/2016 | | | | 326,000,000 | | | | 326,000,000 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL GOVERNMENT AGENCY REPURCHASE AGREEMENTS | | | | | | | | | | | | 701,000,000 | |
| | | | | | | | | | | | | | | | | | | | |
TREASURY REPURCHASE AGREEMENTS – 19.6% | | | | | | | | | | |
Agreement with Citigroup Global Markets, Inc. and Bank of New York Mellon (Tri-Party), dated 12/28/2015 (collateralized by U.S. Treasury Bonds, 3.375% – 3.625% due 08/15/2043 – 05/15/2044, valued at $153,000,057); expected proceeds $150,009,625 | | | 0.330 | % | | | 01/04/2016 | | | | 01/04/2016 | | | | 150,000,000 | | | | 150,000,000 | |
See accompanying notes to the financial statements.
31
State Street Master Funds
State Street Money Market Portfolio
Schedule of Investments — (continued)
December 31, 2015
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Market Value | |
TREASURY REPURCHASE AGREEMENTS – (continued) | | | | | | | | | | |
Agreement with Federal Reserve Bank of New York and Bank of New York Mellon (Tri-Party), dated 12/31/2015 (collateralized by U.S. Treasury Bonds, 3.125% – 6.625% due 02/15/2027 – 02/15/2043, and U.S. Treasury Notes, 0.875% – 3.500% due 08/31/2016 – 08/15/2021, valued at $8,300,230,563); expected proceeds $8,300,230,556 | | | 0.250 | % | | | 01/04/2016 | | | | 01/04/2016 | | | $ | 8,300,000,000 | | | $ | 8,300,000,000 | |
Agreement with Goldman Sachs & Co. and Bank of New York Mellon (Tri-Party), dated 12/28/2015 (collateralized by U.S. Treasury Notes, 0.500% – 3.250% due 05/31/2016 – 05/31/2022, valued at $408,000,014); expected proceeds $400,020,222 | | | 0.260 | % | | | 01/04/2016 | | | | 01/04/2016 | | | | 400,000,000 | | | | 400,000,000 | |
Agreement with Goldman Sachs & Co. and Bank of New York Mellon (Tri-Party), dated 12/29/2015 (collateralized by U.S. Treasury Bonds, 5.250% –8.125% due 08/15/2021 – 05/15/2030, and U.S. Treasury Notes, 0.500% – 3.125% due 09/30/2016 – 11/15/2022, valued at $510,000,014); expected proceeds $500,025,278 | | | 0.260 | % | | | 01/05/2016 | | | | 01/05/2016 | | | | 500,000,000 | | | | 500,000,000 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL TREASURY REPURCHASE AGREEMENTS | | | | | | | | | | | | | | | | 9,350,000,000 | |
| | | | | | | | | | | | | | | | | | | | |
OTHER REPURCHASE AGREEMENTS – 1.2% | | | | | | | | | | |
Agreement with Citigroup Global Markets, Inc. and Bank of New York Mellon (Tri-Party), dated 12/23/2015 (collateralized by various Corporate Bonds, 3.375% –10.500% due 01/27/2016 – 10/02/2043, and U.S. Treasury Notes, 1.250% – 4.250% due 10/31/2017 – 07/31/2022, valued at $117,683,506); expected proceeds $110,165,000 | | | 0.600 | % | | | 01/01/2016 | | | | 03/22/2016 | | | | 110,000,000 | | | | 110,000,000 | |
Agreement with Goldman Sachs & Co. and Bank of New York Mellon (Tri-Party), dated 12/17/2015 (collateralized by various Common Stocks, and a U.S. Treasury Bond, 0.125% due 04/15/2017, valued at $330,895,987); expected proceeds $310,475,333 | | | 0.460 | % | | | 01/04/2016 | | | | 04/15/2016 | | | | 310,000,000 | | | | 310,000,000 | |
Agreement with Goldman Sachs & Co. and Bank of New York Mellon (Tri-Party), dated 12/10/2015 (collateralized by various Common Stocks, and a U.S. Treasury Bond, 1.750% due 01/15/2028, valued at $133,490,792); expected proceeds $125,125,000 | | | 0.400 | % | | | 01/01/2016 | | | | 03/09/2016 | | | | 125,000,000 | | | | 125,000,000 | |
See accompanying notes to the financial statements.
32
State Street Master Funds
State Street Money Market Portfolio
Schedule of Investments — (continued)
December 31, 2015
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Market Value | |
OTHER REPURCHASE AGREEMENTS – (continued) | | | | | | | | | | |
Agreement with JP Morgan Securities, Inc. and JP Morgan Chase & Co. (Tri-Party), dated 12/30/2015 (collateralized by various Corporate Bonds, 0.000% – 6.950% due 05/10/2017 – 09/01/2046, Federal Home Loan Mortgage Corporations, 2.500% – 10.000% due 06/01/2017 – 12/01/2045, and Federal National Mortgage Associations, 3.000% – 5.500% due 04/01/2037 – 12/01/2045, valued at $335,512,190); expected proceeds $320,669,333 | | | 0.628 | % | | | 01/29/2016 | | | | 04/28/2016 | | | $ | 320,000,000 | | | $ | 320,000,000 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL OTHER REPURCHASE AGREEMENTS | | | | | | | | | | | | 865,000,000 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL INVESTMENTS(e)(f) – 97.0% | | | | | | | | | | | | | | | | 46,269,513,385 | |
Other Assets in Excess of Liabilities – 3.0% | | | | | | | | | | | | | | | | 1,414,342,897 | |
| | | | | | | | | | | | | | | | | | | | |
NET ASSETS – 100.0% | | | | | | | | | | | | | | | $ | 47,683,856,282 | |
| | | | | | | | | | | | | | | | | | | | |
(a) | Rule 144A, Section 4(2) or other security, which is restricted to resale to institutional investors. The Portfolio’s investment manager has deemed this security to be liquid based upon procedures approved by the Board of Trustees. These securities represent $6,983,945,508 or 14.65% of net assets as of December 31, 2015. |
(b) | Rate represents annualized yield at date of purchase. |
(c) | Security subject to restrictions on resale under federal securities laws, which may only be resold upon registration under the Securities Act of 1933, as amended (“1933 Act”) or in transactions exempt from registration, including sales to qualified institutional buyers pursuant to Rule 144A of the 1933 Act. The Portfolio does not have the right to demand that this security be registered. The Portfolio’s investment manager has deemed this security to be liquid based upon procedures approved by the Board of Trustees. These securities represent $3,083,777,912 or 6.47% of net assets as of December 31, 2015. |
(d) | Variable Rate Security – Interest rate shown is rate in effect at December 31, 2015. |
(e) | Unless otherwise indicated, the values of the securities of the Portfolio are determined based on Level 2 inputs established by provisions surrounding fair value measurements and disclosures. (Note 2) |
(f) | Also represents the cost for federal tax purposes. |
See accompanying notes to the financial statements.
33
State Street Master Funds
State Street Money Market Portfolio
Statement of Assets and Liabilities
December 31, 2015
| | | | |
Assets | | | | |
Investments at value and amortized cost (Note 2) | | $ | 35,353,513,385 | |
Repurchase Agreements, at value and cost (Note 2) | | | 10,916,000,000 | |
| | | | |
Total Investments | | | 46,269,513,385 | |
Cash | | | 1,406,802,892 | |
Interest receivable | | | 10,724,708 | |
Prepaid expenses and other assets | | | 44,893 | |
| | | | |
Total assets | | | 47,687,085,878 | |
Liabilities | | | | |
Management fee payable (Note 3) | | | 2,040,177 | |
Administration and custody fees payable (Note 3) | | | 1,155,060 | |
Professional fees payable | | | 9,275 | |
Accrued expenses and other liabilities | | | 25,084 | |
| | | | |
Total liabilities | | | 3,229,596 | |
| | | | |
Net Assets | | $ | 47,683,856,282 | |
| | | | |
See accompanying notes to financial statements.
34
State Street Master Funds
State Street Money Market Portfolio
Statement of Operations
Year Ended December 31, 2015
| | | | |
Investment Income | | | | |
Interest | | $ | 97,938,852 | |
| | | | |
Expenses | | | | |
Management fees (Note 3) | | | 20,608,762 | |
Administration and custody fees (Note 3) | | | 5,218,138 | |
Trustees’ fees (Note 4) | | | 617,284 | |
Professional fees | | | 166,747 | |
Printing fees | | | 14,070 | |
Other expenses | | | 219,054 | |
| | | | |
Total expenses | | | 26,844,055 | |
| | | | |
Net Investment Income | | $ | 71,094,797 | |
| | | | |
Realized Gain | | | | |
Net realized gain on investments | | | 160,294 | |
| | | | |
Net Increase in Net Assets Resulting from Operations | | $ | 71,255,091 | |
| | | | |
See accompanying notes to financial statements.
35
State Street Master Funds
State Street Money Market Portfolio
Statements of Changes in Net Assets
| | | | | | | | |
| | Year Ended December 31, 2015 | | | Year Ended December 31, 2014 | |
Increase (Decrease) in Net Assets From Operations: | | | | | | | | |
Net investment income | | $ | 71,094,797 | | | $ | 50,540,397 | |
Net realized gain on investments | | | 160,294 | | | | 200,540 | |
| | | | | | | | |
Net increase in net assets from operations | | | 71,255,091 | | | | 50,740,937 | |
| | | | | | | | |
Capital Transactions: | | | | | | | | |
Contributions | | | 85,345,364,590 | | | | 76,110,543,297 | |
Withdrawals | | | (78,437,231,019 | ) | | | (69,510,120,416 | ) |
| | | | | | | | |
Net increase in net assets from capital transactions | | | 6,908,133,571 | | | | 6,600,422,881 | |
| | | | | | | | |
Net Increase in Net Assets | | | 6,979,388,662 | | | | 6,651,163,818 | |
Net Assets | | | | | | | | |
Beginning of year | | | 40,704,467,620 | | | | 34,053,303,802 | |
| | | | | | | | |
End of year | | $ | 47,683,856,282 | | | $ | 40,704,467,620 | |
| | | | | | | | |
See accompanying notes to financial statements.
36
State Street Master Funds
State Street Money Market Portfolio
Financial Highlights
| | | | | | | | | | | | | | | | | | | | |
| | | | | Ratios to Average Net Assets | | | Net Assets End of Year (000s Omitted) | |
Year Ended December 31, | | Total Return(a) | | | Gross Operating Expenses | | | Net Operating Expenses | | | Net Investment Income | | |
2015 | | | 0.17 | % | | | 0.07 | % | | | 0.07 | % | | | 0.17 | % | | $ | 47,683,856 | |
2014 | | | 0.13 | % | | | 0.07 | % | | | 0.07 | % | | | 0.13 | % | | $ | 40,704,468 | |
2013 | | | 0.15 | % | | | 0.06 | % | | | 0.06 | % | | | 0.15 | % | | $ | 34,053,304 | |
2012 | | | 0.26 | % | | | 0.06 | % | | | 0.06 | % | | | 0.25 | % | | $ | 27,508,762 | |
2011 | | | 0.20 | % | | | 0.07 | % | | | 0.07 | % | | | 0.20 | %(b) | | $ | 22,780,186 | |
(a) | Results represent past performance and are not indicative of future results. |
(b) | Results reflect the effect of expense waivers. Without these waivers, net investment income would have been lower. |
See accompanying notes to financial statements.
37
State Street Master Funds
State Street Money Market Portfolio
Notes to Financial Statements
December 31, 2015
The State Street Master Funds (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company, and was organized as a business trust under the laws of the Commonwealth of Massachusetts on July 27, 1999. The Trust comprises five investment portfolios: State Street Equity 500 Index Portfolio, State Street Money Market Portfolio, State Street U.S. Government Money Market Portfolio, State Street Treasury Money Market Portfolio and State Street Treasury Plus Money Market Portfolio. Information presented in these financial statements pertains only to State Street Money Market Portfolio (the “Portfolio”). The Portfolio commenced operations on August 12, 2004.
The Portfolio is authorized to issue an unlimited number of non-transferable beneficial interests.
The Portfolio’s investment objective is to seek to maximize current income, to the extent consistent with the preservation of capital and liquidity and the maintenance of a stable $1.00 per share net asset value by investing in U.S. dollar denominated money market securities.
Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown as this could involve future claims that may be made against the Trust that have not yet occurred.
2. | | Summary of Significant Accounting Policies |
The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements:
The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services Investment Companies (“ASC 946”).
Security Valuation – The Portfolio’s securities are recorded on the basis of amortized cost which approximates fair value as permitted by Rule 2a-7 under the 1940 Act. This method values a security at its cost on the date of purchase and, thereafter, assumes a constant amortization to maturity of any premiums or accretion of any discounts. The Portfolio may value securities for which market quotations are not readily available at “fair value,” as determined in good faith pursuant to procedures established by the Board of Trustees of the Trust (the “Board”). The Board has adopted procedures concerning securities valuation, under which an Oversight Committee (the “Committee”) makes determinations as to whether market quotations are not readily available or do not otherwise accurately reflect the fair value of the security. The Committee, or a subgroup thereof, subject to oversight by the Board, may use fair value pricing in a variety of circumstances, including but not limited to, situations when trading in a security has been suspended or halted. If amortized cost is determined not to approximate fair value, the
38
State Street Master Funds
State Street Money Market Portfolio
Notes to Financial Statements — (continued)
December 31, 2015
value of the portfolio securities will be determined under procedures established by and under the general supervision of the Committee. The Committee will assist in overseeing the comparison of amortized cost to market-based value. Fair value pricing involves subjective judgments and it is possible that the fair value determination for a security is materially different than the value that could be received on the sale of the security.
Because of the inherent uncertainties of valuation and under certain market conditions, the values reflected in the financial statements may differ from the value received upon actual sale of those investments and it is possible that the differences could be material.
The Portfolio values its assets and liabilities at fair value using a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements) when market prices are not readily available or reliable. The categorization of a value determined for an investment within the hierarchy is based upon the pricing transparency of the investment and is not necessarily an indication of the risk associated with investing in it.
The three levels of the fair value hierarchy are as follows:
| • | | Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; |
| • | | Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability (such as exchange rates, financing terms, interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market-corroborated inputs; and |
| • | | Level 3 – Unobservable inputs for the asset or liability, including the Committee’s assumptions used in determining the fair value of investments. |
Changes in valuation techniques may result in transfers in or out of an assigned level within the fair value hierarchy. Transfers between different levels of the fair value hierarchy are recognized at the end of the reporting period. The Portfolio had no transfers between levels for the year ended December 31, 2015. Unless otherwise indicated on the Schedule of Investments, the values of the securities of the Portfolio are determined based on Level 2 inputs.
Investment Transactions and Income Recognition – Investment transactions are accounted for on trade date for financial reporting purposes. Interest income is recorded daily on an accrual basis and includes amortization of premium and accretion of discount on investments. Realized gains and losses from the sale or disposition of investments are determined using the identified cost method.
Expenses – Advisory fees and other expenses, which are directly identifiable to a specific portfolio, are applied to that portfolio within the Trust. Trustees’ fees and other expenses which cannot be attributed to a specific portfolio are allocated in such a manner as deemed equitable, taking into consideration the nature and type of expense and the relative net assets of the portfolios within the Trust.
39
State Street Master Funds
State Street Money Market Portfolio
Notes to Financial Statements — (continued)
December 31, 2015
Repurchase Agreements – The Portfolio may enter into repurchase agreements under the terms of a master repurchase agreement. A repurchase agreement customarily obligates the seller at the time it sells securities to the Portfolio to repurchase the securities at a mutually agreed upon price and time. The total amount received by the Portfolio on repurchase is calculated to exceed the price paid by the Portfolio, reflecting an agreed-upon market rate of interest for the period of time to the settlement date, and is not necessarily related to the interest rate on the underlying securities. The underlying securities are ordinarily United States Government or Government Agency securities, but may consist of other securities. The value of the underlying securities, at the time of purchase and each subsequent business day, is required to be maintained at such a level that the value is equal to at least the principal amount of the repurchase price plus accrued interest. The use of repurchase agreements involves certain risks. Upon an event of default under the Master Repurchase Agreement, if the seller of securities under a repurchase agreement defaults on its obligation to repurchase the underlying securities (as a result of its bankruptcy or otherwise) the Portfolio will seek to dispose of such securities; this action could involve losses, costs or delays. In addition, the proceeds of any such disposition may be less than the amount the Portfolio is owed under the repurchase agreement. The Portfolio may enter into repurchase agreements maturing within a specified date with domestic dealers, banks and other financial institutions deemed to be creditworthy by SSGA FM, a subsidiary of State Street Corporation and an affiliate of State Street Bank and Trust Company (“State Street”).
Federal Income Taxes – The Portfolio is not required to pay federal income taxes on its net investment income and net capital gains because it is treated as a partnership for federal income tax purposes. All interest, gains and losses of the Portfolio are deemed to have been “passed through” to the Portfolio’s partners in proportion to their holdings in the Portfolio, regardless of whether such items have been distributed by the Portfolio. Each partner is responsible for tax liability based on its distributive share; therefore, no provision has been made for federal income taxes.
SSGA Funds Management, Inc. (“SSGA FM” or the “Adviser”) has reviewed the tax positions for open years as of December 31, 2015, and has determined that no provision for income tax is required in the Portfolio’s financial statements. The Portfolio’s federal tax returns for the past three years remain subject to examination by the Portfolio’s major tax jurisdictions, which include the United States of America and the Commonwealth of Massachusetts. The Portfolio recognizes interest and penalties, if any, related to tax liabilities as income tax expense in the Statement of Operations. No income tax returns are currently under examination. Management has analyzed tax laws and regulations and their applications to the Portfolio’s facts and circumstances and does not believe there are any uncertain tax positions that require recognition of a tax liability.
At December 31, 2015, the cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes.
The Trust has entered into an investment advisory agreement with the Adviser, under which the Adviser directs the investments of the Portfolio in accordance with its investment objectives, policies, and limitations. In compensation for the Adviser’s services as investment adviser, the Portfolio pays the Adviser a management fee at an annual rate of 0.05% of its average daily net assets.
40
State Street Master Funds
State Street Money Market Portfolio
Notes to Financial Statements — (continued)
December 31, 2015
Effective June 1, 2015, SSGA FM serves as administrator and State Street serves as sub-administrator. A fee is paid by the Portfolio for the administration, sub-administration, custody and transfer agency services SSGA FM and State Street provide. The annual fee is accrued daily and payable monthly at the following fee rate:
| | |
Asset Levels | | Annual percentage of average aggregate monthly net assets |
First $400 million | | 0.03% |
Next $15 billion | | 0.02% |
Thereafter | | 0.01% |
Minimum annual fee per Portfolio | | $150,000 |
The minimum fee will be calculated by multiplying the minimum per fund fee by the number of portfolios within the Trust to arrive at the total minimum fee. The greater of the asset based fee or the minimum fee will be charged to the portfolios. SSGA FM and State Street each receive a portion of the fee.
Prior to June 1, 2015, State Street served as administrator. The administration fees paid by the Portfolio were not changed as a result of the administrator and sub-administrator appointments as of June 1, 2015.
Independent Trustees are compensated on a calendar year basis. Any Trustee who is deemed to be an “interested person” (as defined in the 1940 Act) of the Trust does not receive compensation from the Trust for his or her service as a Trustee.
Each Independent Trustee receives for his or her services to the State Street Master Funds, State Street Institutional Investment Trust and SSGA Funds, a $141,500 annual base retainer in addition to $18,000 for each in-person meeting and $2,000 for each telephonic meeting from the Trust. The Co-Chairmen each receive an additional $44,000 annual retainer. The Independent Trustees are reimbursed for travel and other out-of-pocket expenses in connection with meeting attendance. Trustees’ fees and expenses are allocated among the Trusts and funds overseen by the Trustees in a manner deemed equitable taking into consideration the relative net assets of the funds, subject to a $15,000 minimum per fund. As of the date of this Shareholder Report, the Trustees were not paid pension or retirement benefits as part of the Trust’s expenses. However, the State Street Master Funds have, pursuant to an exemptive order from the SEC, implemented an optional deferred compensation plan by which the Independent Trustees may defer receipt of compensation and receive a return on the deferred amount determined with reference to the performance of shares of specified State Street Master Funds. As of the fiscal year ended December 31, 2015, none of the Independent Trustees participated in the optional deferred compensation program
The Trust’s officers are compensated by the Adviser and its affiliates.
41
State Street Master Funds
State Street Money Market Portfolio
Notes to Financial Statements — (continued)
December 31, 2015
5. | | Market, Credit and Counterparty Risk |
In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (counterparty risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations (credit risk). Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statement of Assets and Liabilities, less any collateral held by the Portfolio.
On July 23, 2014, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments to the governing rules for money market funds. The amendments require that, following a two-year implementation timeframe, institutional prime and institutional tax exempt money market funds adopt a floating net asset value. The rule changes also allow for certain liquidity-based redemption fees and gate, and include enhanced requirements for disclosure and stress testing. The degree to which a money market fund will be impacted by the rule amendments will depend upon the type of fund and type of investors (retail or institutional). At this time, management is evaluating the implications of these amendments and their impact to the Portfolio’s financial statements and accompanying notes.
Management has evaluated the impact of all subsequent events on the Portfolio through the date the financial statements were available to be issued and has determined that there were no subsequent events requiring adjustment or disclosure in the financial statements.
42
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Owners of Beneficial Interest of
State Street Master Funds:
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of State Street Money Market Portfolio (one of the portfolios constituting State Street Master Funds) (the “Portfolio”) as of December 31, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Portfolio’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of State Street Money Market Portfolio (one of the portfolios constituting State Street Master Funds) at December 31, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Boston, Massachusetts
February 26, 2016
43
State Street Master Funds
State Street Money Market Portfolio
Other Information
December 31, 2015 (Unaudited)
SHAREHOLDER EXPENSE EXAMPLE
As a shareholder of a fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including advisory and administration fees, among others. This example is intended to help you understand your ongoing costs (in dollars) of investing in a fund and to compare these costs with the ongoing costs of investing in other mutual funds. It is based on an investment of $1,000 made at the beginning of the period shown and held for the entire period from July 1, 2015 to December 31, 2015.
The table below illustrates your Portfolio’s costs in two ways:
| • | | Actual Expenses. This section helps you to estimate the actual expenses that you paid over the period. The “Ending Account Value” shown is derived from the Portfolio’s actual return, and the third column shows the dollar amount that would have been paid by an investor who started with $1,000 in the Portfolio. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for the Portfolio under the heading “Expenses Paid During Period.” |
| • | | Hypothetical Example for Comparison Purposes. This section is intended to help you compare your Portfolio’s costs with those of other mutual funds. It assumes that the Portfolio had a yearly return of 5% before expenses, but that the expense ratio is unchanged. In this case, because the return used is not the Portfolio’s actual return, the results do not apply to your investment. The example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess your Portfolio’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds. |
Six Months Ended December 31, 2015
| | | | | | | | | | | | |
| | Beginning Account Value July 1, 2015 | | | Ending Account Value December 31, 2015 | | | Expenses Paid During
Period * | |
| | | |
Based on Actual Portfolio Return | | $ | 1,000.00 | | | $ | 1,001.00 | | | $ | 0.35 | |
| | | |
Based on Hypothetical (5% return before expenses) | | $ | 1,000.00 | | | $ | 1,024.85 | | | $ | 0.36 | |
* | The calculations are based on expenses incurred in the most recent six month period of the Portfolio. The Portfolio’s annualized expense ratio for the six months ended December 31, 2015 was 0.07%. |
| The dollar amounts shown as “Expenses Paid” are equal to the annualized expense ratio multiplied by the average account value over the period, multiplied by 184/365 (the most recent six month period). |
44
State Street Master Funds
State Street Money Market Portfolio
Shareholder Requests for Additional Information
December 31, 2015 (Unaudited)
Proxy Voting Policies and Procedures and Record
The Portfolio has adopted the proxy voting policies of the Adviser. A description of the policies and procedures that the Portfolio have adopted to determine how to vote proxies relating to portfolio securities are contained in the Portfolio’s Statement of Additional Information, which is available (i) without charge, upon request, by calling the Portfolio at 1-877-521-4083, (ii) on the U.S. Securities and Exchange Commission’s website at www.sec.gov, or (iii) at the U.S. Securities and Exchange Commission’s public reference room. Information on the operation of the public reference room may be obtained by calling 1-800-SEC-0330. Information regarding how the Portfolio voted proxies, if any, during the most recent 12-month period ended June 30 is available by August 31 of each year without charge (1) by calling 1-877-521-4083 (toll free), or (2) on the website of the Securities and Exchange Commission (“SEC”) at www.sec.gov.
Quarterly Portfolio Schedule
The Portfolio will file their complete schedules of investments with the U.S. Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. For the second and fourth quarters, the complete schedules of investments are available in the Portfolio’s semi-annual and annual financial statements. The Portfolio’s Form N-Q is available (i) without charge, upon request, by calling the Portfolio at 1-877-521-4083, (ii) on the Securities and Exchange Commission’s website at www.sec.gov, or (iii) at the Securities and Exchange Commission’s public reference room. Information on the operation of the public reference room may be obtained by calling 1-800-SEC-0330.
Monthly Portfolio Schedule
The Portfolio files its monthly portfolio holdings with the U.S. Securities and Exchange Commission on Form N-MFP. The SEC delays the public availability of the information filed on Form N-MFP for 60 days after the end of the reporting period included in the filing. The Portfolio’s Form N-MFP is available (i) on the U.S. Securities and Exchange Commission’s website at www.sec.gov, or ii) at the Securities and Exchange Commission’s public reference room.
45
State Street Master Funds
State Street Money Market Portfolio
Disclosure of Information about Fund Trustees and Officers
December 31, 2015 (Unaudited)
| | | | | | | | | | |
Name, Address, and Year of Birth | | Position(s) Held with Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years and Relevant Experience | | Number of Funds in Fund Complex Overseen by Trustee | | Other Directorships Held by Trustee During Past Five Years |
Independent Trustees | | | | | | | | | | |
Michael F. Holland
State Street Bank and Trust Company
100 Huntington Avenue, CPH 0326 Boston, MA 02116
YOB: 1944 | | Trustee and Co-Chairman of the Board | | Term: Indefinite Elected: 7/99 | | Chairman, Holland & Company L.L.C. (investment adviser) (1995 – present). | | 75 | | Director, the Holland Series Fund, Inc.; Director, The China Fund, Inc.; Director, The Taiwan Fund, Inc.; Director, Reaves Utility Income Fund, Inc.; and Director, Blackstone/GSO Loan Funds. |
Patrick J. Riley State Street Bank and Trust Company
100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1948 | | Trustee and Co-Chairman of the Board | | Term: Indefinite Elected:1/14 | | 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 plc); January 2009 to Present, Independent Director, SSGA Fixed Income plc; and January 2009 to Present, Independent Director, SSGA Qualified Funds PLC. | | 75 | | Board Director and Chairman, SPDR Europe 1PLC Board (2011 – Present); Board Director and Chairman, SPDR Europe II, PLC (2013 – Present). |
William L. Boyan
State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1937 | | Trustee and Co-Chairman of the Valuation Committee | | Term: Indefinite Elected: 7/99 | | President and Chief Operations Officer, John Hancock Financial Services (1959 – 1999). Mr. Boyan retired in 1999. Chairman Emeritus, Children’s Hospital, Boston, MA (1984 – 2011); Former Trustee of Old Mutual South Africa Master Trust (investments) (1995 – 2008); Former Chairman, Boston Plan For Excellence, Boston Public Schools (1995 – 2010); Member of Advisory Board of Florida Atlantic University Lifelong Learning Society. | | 75 | | Former Trustee of Old Mutual South Africa Master Trust. |
William L. Marshall State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1942 | | Trustee and Co-Chairman of the Audit Committee | | Term: Indefinite Elected: 1/14 | | April 2011 to Present, Chairman (until April 2011, Chief Executive Officer and President), Wm. L. Marshall Associates, Inc., Wm. L. Marshall Companies, Inc. and the Marshall Financial Group, Inc. (a registered investment adviser and provider of financial and related consulting services); Certified Financial Planner; Member, Financial Planners Association; 2015 to present, Board Member, The Doylestown Health Foundation Board. | | 75 | | Marshall Financial Group, Inc. |
46
State Street Master Funds
State Street Money Market Portfolio
Disclosure of Information about Fund Trustees and Officers — (continued)
December 31, 2015 (Unaudited)
| | | | | | | | | | |
Name, Address, and Year of Birth | | Position(s) Held with Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years and Relevant Experience | | Number of Funds in Fund Complex Overseen by Trustee | | Other Directorships Held by Trustee During Past Five Years |
Independent Trustees (continued) | | | | | | | | |
Richard D. Shirk State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1945 | | Trustee and Co-Chairman of the Qualified Legal and Compliance Committee | | Term: Indefinite Elected: 1/14 | | 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); 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. | | 75 | | Board member, AeroCare Holdings (privately held healthcare services company) (February 2003 – Present); Board member, Regenesis Biomedical (health care services) (April 2012 –Present); Chairman (January 2014 – Present). |
Rina K. Spence State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1948 | | Trustee and Co-Chairman of the Qualified Legal and Compliance Committee and Co-Chairman of the Governance Committee | | Term: Indefinite Elected: 7/99 | | 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); Trustee, Eastern Enterprise (utilities) (1988 – 2000); Director, Berkshire Life Insurance Company of America (1993 – 2009); Honorary Consul for Monaco in Boston (2015 –present). | | 75 | | |
47
State Street Master Funds
State Street Money Market Portfolio
Disclosure of Information about Fund Trustees and Officers — (continued)
December 31, 2015 (Unaudited)
| | | | | | | | | | |
Name, Address, and Year of Birth | | Position(s) Held with Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years and Relevant Experience | | Number of Funds in Fund Complex Overseen by Trustee | | Other Directorships Held by Trustee During Past Five Years |
Independent Trustees (continued) | | | | | | | | |
Bruce D. Taber State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1943 | | Trustee and Co-Chairman of the Valuation Committee and Co-Chairman of the Governance Committee | | Term: Indefinite Elected: 1/14 | | 1999 to Present, Partner, Zenergy LLC (a technology company providing Computer Modeling and System Analysis to the General Electric Power Generation Division); Until December 2008, Independent Director, SSGA Cash Management Fund plc; Until December 2008, Independent Director, State Street Global Advisers Ireland, Ltd. (investment companies); and Until August 1994, President, Alonzo B. Reed, Inc., (a Boston architect-engineering firm). | | 75 | | |
Douglas T. Williams State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1940 | | Trustee and Co-Chairman of the Audit Committee | | Term: Indefinite Elected: 7/99 | | President, Oakmont Homeowners Association; President, Mariner Sands Chapel; Executive Vice President and member of Executive Committee, Chase Manhattan Bank (1987 – 1999); President, Boston Stock Exchange Depository Trust Company, 1981 – 1982; Treasurer, Nantucket Educational Trust, (2002 – 2007). | | 75 | | |
| | | |
Interested Trustee(1) | | | | | | |
James E. Ross SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1965 | | Trustee | | Term: Indefinite Elected Trustee: 2/07 | | Chairman and Director, SSGA Funds Management, Inc. (2012 – present); President, SSGA Funds Management, Inc. (2005 – 2012); Executive Vice President and Senior Managing Director, State Street Global Advisors (2006 –present); and Principal, State Street Global Advisors (2006 – present). | | 290 | | Trustee, SPDR Series Trust; Trustee, SPDR Index Shares Funds; Trustee, Select Sector SPDR Trust; Trustee, SSGA Active Trust; and Trustee, SSGA Master Trust. |
(1) | Mr. Ross is an Interested Trustee because of his employment by SSGA Funds Management, Inc., an affiliate of the Trust. |
| | | | | | |
Name, Address, and Year of Birth | | Position(s) Held with Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years |
| | | |
Officers: | | | | | | |
Ellen M. Needham
SSGA Funds Management, Inc.
State Street Financial Center
One Lincoln Street
Boston, MA 02111 YOB: 1967 | | President | | Term: Indefinite Elected: 10/12 | | President and Director, SSGA Funds Management, Inc. (June 2012 – present); Chief Operating Officer, SSGA Funds Management, Inc. (May 2010 – June 2012); Senior Managing Director, SSGA Funds Management, Inc. (1992 – 2012) and Senior Managing Director, State Street Global Advisors (1992 – present).* |
48
State Street Master Funds
State Street Money Market Portfolio
Disclosure of Information about Fund Trustees and Officers — (continued)
December 31, 2015 (Unaudited)
| | | | | | |
Name, Address, and Year of Birth | | Position(s) Held with Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years |
Officers: (continued) | | | | |
Bruce S. Rosenberg SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1961 | | Treasurer | | Term: Indefinite Elected: 2/16 | | 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 Funds Management, Inc.
State Street Financial Center
One Lincoln Street
Boston, MA 02111 YOB: 1966 | | Vice President Deputy Treasurer | | Term: Indefinite Elected: 10/12 Term: Indefinite Elected: 2/16 | | Chief Operating Officer, SSGA Funds Management, Inc. (April 2014 – present); Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (2005 – present).* |
Chad C. Hallett SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1969 | | Deputy Treasurer | | Term: Indefinite Elected: 2/16 | | 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).* |
Sujata Upreti SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1974 | | Assistant Treasurer | | Term: Indefinite Elected: 2/16 | | Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (May 2015 – present); Assistant Director, Cambridge Associates, LLC (July 2014 – January 2015); Vice President, Bank of New York Mellon (July 2012 – August 2013); Manager, PricewaterhouseCoopers, LLP (September 2009 – July 2012). |
Daniel Foley SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1972 | | Assistant Treasurer | | Term: Indefinite Elected: 2/16 | | Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (April 2014– present); Principal, State Street Global Advisors and SSGA Funds Management, Inc. (April 2007 – April 2014). |
Brian Harris SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1973 | | Chief Compliance Officer | | Term: Indefinite Elected: 11/13 | | Vice President, 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 (September 2010 to May 2013); Director of Compliance, AARP Financial Inc. (July 2008 to August 2010). |
Trevor Swanberg SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1979 | | Code of Ethics Compliance Officer | | Term: Indefinite Elected:8/15 | | Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (January 2015 – Present); Senior Manager-Mutual Fund Compliance, ICMA-Retirement Corporation (December 2011 –January 2015); Assistant Vice President, J.P. Morgan (September 2007 – December 2011). |
Joshua A. Weinberg SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1978 | | Chief Legal Officer | | Term: Indefinite Elected: 2/15 | | Vice President and Managing Counsel, State Street Global Advisors (2011 – present); Clerk, SSGA Funds Management, Inc. (2013 – present); Associate, Financial Services Group, Dechert LLP (2006 – 2011). |
49
State Street Master Funds
State Street Money Market Portfolio
Disclosure of Information about Fund Trustees and Officers — (continued)
December 31, 2015 (Unaudited)
| | | | | | |
Name, Address, and Year of Birth | | Position(s) Held with Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years |
Officers: (continued) | | | | |
David K. James State Street Bank and Trust Company 100 Huntington Avenue, 3rd Floor Boston, MA 02116 YOB: 1970 | | Secretary | | Term: Indefinite Elected: 4/13 | | Managing Director and Managing Counsel, State Street Bank and Trust Company (2009 – present); Vice President and Counsel, PNC Global Investment Servicing (US), Inc. (2006 – 2009). |
Kristin Schantz State Street Bank and Trust Company 100 Huntington Avenue, 3rd Floor Boston, MA 02116 YOB: 1979 | | Assistant Secretary | | Term: Indefinite Elected: 2/14 | | Vice President and Counsel, State Street Bank and Trust Company (2013 – present); Vice President, Citi Fund Services Ohio, Inc. (2008 – 2013). |
* | Served in various capacities and/or with various affiliated entities during noted time period. |
50
Trustees
William L. Boyan
Michael F. Holland
William L. Marshall
Patrick J. Riley
James E. Ross
Richard D. Shirk
Rina K. Spence
Bruce D. Taber
Douglas T. Williams
Investment Adviser and Administrator
SSGA Funds Management, Inc.
State Street Financial Center
One Lincoln Street
Boston, MA 02111
Custodian, Sub-Administrator and Transfer Agent
State Street Bank and Trust Company
State Street Financial Center
One Lincoln Street
Boston, MA 02111
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, MA 02116
Legal Counsel
Ropes & Gray LLP
800 Boylston Street
Boston, MA 02199
This report is for shareholder information. This is not a prospectus intended for use in the purchase or sale of shares of beneficial interest.
| | |
State Street Master Funds State Street Bank and Trust Company P.O. Box 5049 Boston, MA 02206 | | SSITINVAR IBG-18443 |
Annual Report
31 December 2015
State Street Master Funds
State Street U.S. Government Money Market Portfolio

State Street Master Funds
State Street U.S. Government Money Market Portfolio
Annual Report
December 31, 2015
Table of Contents
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Portfolio Statistics (Unaudited)
| | | | |
Portfolio Composition* | | | December 31, 2015 | |
Government Agency Debt | | | 64.0 | % |
Treasury Repurchase Agreements | | | 14.7 | |
Treasury Debt | | | 12.5 | |
Government Agency Repurchase Agreement | | | 1.2 | |
Other Assets in Excess of Liabilities | | | 7.6 | |
Total | | | 100.0 | % |
| | | | |
Maturity Ladder* | | | December 31, 2015 | |
Overnight (1 Day) | | | 16.8 | % |
2-30 Days | | | 33.2 | |
31-60 Days | | | 15.2 | |
61-90 Days | | | 11.2 | |
Over 90 Days | | | 16.0 | |
Total | | | 92.4 | % |
Average days to maturity | | | 25 | |
Weighted average life | | | 63 | |
* | As a percentage of net assets as of the date indicated. The Portfolio’s composition will vary over time. |
See Notes to Financial Statements.
25
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Schedule of Investments
December 31, 2015
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Payment/ Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
GOVERNMENT AGENCY DEBT – 64.0% | | | | | | | | | | |
Federal Farm Credit Bank(a) | | | 0.221 | % | | | 01/05/2016 | | | | 01/05/2016 | | | $ | 70,000,000 | | | $ | 70,000,000 | |
Federal Farm Credit Bank(a) | | | 0.271 | % | | | 01/11/2016 | | | | 01/11/2016 | | | | 73,000,000 | | | | 73,000,000 | |
Federal Farm Credit Bank(a) | | | 0.092 | % | | | 01/19/2016 | | | | 01/19/2016 | | | | 35,100,000 | | | | 35,098,421 | |
Federal Farm Credit Bank(a) | | | 0.184 | % | | | 01/21/2016 | | | | 01/21/2016 | | | | 12,800,000 | | | | 12,798,720 | |
Federal Farm Credit Bank(a) | | | 0.183 | % | | | 01/25/2016 | | | | 01/25/2016 | | | | 14,300,000 | | | | 14,298,284 | |
Federal Farm Credit Bank(a) | | | 0.183 | % | | | 01/28/2016 | | | | 01/28/2016 | | | | 23,900,000 | | | | 23,896,774 | |
Federal Farm Credit Bank(b) | | | 0.320 | % | | | 01/18/2016 | | | | 02/18/2016 | | | | 86,000,000 | | | | 85,999,001 | |
Federal Farm Credit Bank(b) | | | 0.277 | % | | | 01/11/2016 | | | | 09/09/2016 | | | | 47,600,000 | | | | 47,600,473 | |
Federal Farm Credit Bank(b) | | | 0.412 | % | | | 01/26/2016 | | | | 10/26/2016 | | | | 79,500,000 | | | | 79,500,000 | |
Federal Home Loan Bank(a) | | | 0.108 | % | | | 01/04/2016 | | | | 01/04/2016 | | | | 124,300,000 | | | | 124,298,912 | |
Federal Home Loan Bank(a) | | | 0.098 | % | | | 01/05/2016 | | | | 01/05/2016 | | | | 79,200,000 | | | | 79,199,164 | |
Federal Home Loan Bank(a) | | | 0.113 | % | | | 01/06/2016 | | | | 01/06/2016 | | | | 38,000,000 | | | | 37,999,415 | |
Federal Home Loan Bank(a) | | | 0.114 | % | | | 01/06/2016 | | | | 01/06/2016 | | | | 551,000,000 | | | | 550,991,510 | |
Federal Home Loan Bank(a) | | | 0.133 | % | | | 01/08/2016 | | | | 01/08/2016 | | | | 482,000,000 | | | | 481,989,691 | |
Federal Home Loan Bank(a) | | | 0.114 | % | | | 01/13/2016 | | | | 01/13/2016 | | | | 500,000,000 | | | | 499,981,472 | |
Federal Home Loan Bank(a) | | | 0.115 | % | | | 01/13/2016 | | | | 01/13/2016 | | | | 100,000,000 | | | | 99,996,294 | |
Federal Home Loan Bank(a) | | | 0.118 | % | | | 01/15/2016 | | | | 01/15/2016 | | | | 342,000,000 | | | | 341,984,555 | |
Federal Home Loan Bank(a) | | | 0.123 | % | | | 01/15/2016 | | | | 01/15/2016 | | | | 100,000,000 | | | | 99,995,484 | |
Federal Home Loan Bank(a) | | | 0.402 | % | | | 01/25/2016 | | | | 01/25/2016 | | | | 114,000,000 | | | | 114,000,000 | |
Federal Home Loan Bank(a) | | | 0.126 | % | | | 01/27/2016 | | | | 01/27/2016 | | | | 268,000,000 | | | | 267,976,193 | |
Federal Home Loan Bank(a) | | | 0.148 | % | | | 01/28/2016 | | | | 01/28/2016 | | | | 118,000,000 | | | | 117,987,167 | |
Federal Home Loan Bank(a) | | | 0.143 | % | | | 01/29/2016 | | | | 01/29/2016 | | | | 150,000,000 | | | | 149,983,667 | |
Federal Home Loan Bank(a) | | | 0.148 | % | | | 02/03/2016 | | | | 02/03/2016 | | | | 200,000,000 | | | | 199,973,417 | |
Federal Home Loan Bank(a) | | | 0.170 | % | | | 02/05/2016 | | | | 02/05/2016 | | | | 250,000,000 | | | | 249,959,653 | |
Federal Home Loan Bank(a) | | | 0.276 | % | | | 02/24/2016 | | | | 02/24/2016 | | | | 50,000,000 | | | | 49,979,750 | |
Federal Home Loan Bank(a) | | | 0.486 | % | | | 03/11/2016 | | | | 03/11/2016 | | | | 75,000,000 | | | | 74,930,000 | |
Federal Home Loan Bank(a) | | | 0.354 | % | | | 03/23/2016 | | | | 03/23/2016 | | | | 234,510,000 | | | | 234,323,043 | |
Federal Home Loan Bank(a) | | | 0.403 | % | | | 03/23/2016 | | | | 03/23/2016 | | | | 100,000,000 | | | | 99,909,344 | |
Federal Home Loan Bank(a) | | | 0.385 | % | | | 04/01/2016 | | | | 04/01/2016 | | | | 162,500,000 | | | | 162,349,056 | |
Federal Home Loan Bank(b) | | | 0.368 | % | | | 01/25/2016 | | | | 06/24/2016 | | | | 235,000,000 | | | | 235,000,000 | |
Federal Home Loan Bank(b) | | | 0.226 | % | | | 01/08/2016 | | | | 07/08/2016 | | | | 110,000,000 | | | | 110,000,000 | |
Federal Home Loan Bank(b) | | | 0.281 | % | | | 01/15/2016 | | | | 07/15/2016 | | | | 176,000,000 | | | | 176,000,000 | |
Federal Home Loan Bank(b) | | | 0.262 | % | | | 01/12/2016 | | | | 08/12/2016 | | | | 224,000,000 | | | | 224,000,000 | |
Federal Home Loan Bank(b) | | | 0.392 | % | | | 01/20/2016 | | | | 09/20/2016 | | | | 119,100,000 | | | | 119,100,000 | |
Federal Home Loan Mortgage Corp.(a) | | | 0.098 | % | | | 01/04/2016 | | | | 01/04/2016 | | | | 23,600,000 | | | | 23,599,813 | |
Federal Home Loan Mortgage Corp.(a) | | | 0.123 | % | | | 01/07/2016 | | | | 01/07/2016 | | | | 281,715,000 | | | | 281,709,366 | |
Federal Home Loan Mortgage Corp.(a) | | | 0.234 | % | | | 01/08/2016 | | | | 01/08/2016 | | | | 91,000,000 | | | | 90,995,930 | |
Federal Home Loan Mortgage Corp.(a) | | | 0.234 | % | | | 01/13/2016 | | | | 01/13/2016 | | | | 91,000,000 | | | | 90,993,023 | |
Federal Home Loan Mortgage Corp.(a) | | | 0.092 | % | | | 01/14/2016 | | | | 01/14/2016 | | | | 333,015,000 | | | | 333,004,177 | |
See accompanying notes to the financial statements.
26
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Schedule of Investments — (continued)
December 31, 2015
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Payment/ Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
GOVERNMENT AGENCY DEBT – (continued) | | | | | | | | | | |
Federal Home Loan Mortgage Corp.(a) | | | 0.122 | % | | | 01/15/2016 | | | | 01/15/2016 | | | $ | 58,600,000 | | | $ | 58,596,595 | |
Federal Home Loan Mortgage Corp.(a) | | | 0.163 | % | | | 01/15/2016 | | | | 01/15/2016 | | | | 163,000,000 | | | | 162,990,528 | |
Federal Home Loan Mortgage Corp.(a) | | | 0.092 | % | | | 01/20/2016 | | | | 01/20/2016 | | | | 355,897,000 | | | | 355,879,978 | |
Federal Home Loan Mortgage Corp.(a) | | | 0.102 | % | | | 01/20/2016 | | | | 01/20/2016 | | | | 23,600,000 | | | | 23,598,871 | |
Federal Home Loan Mortgage Corp.(a) | | | 0.100 | % | | | 01/21/2016 | | | | 01/21/2016 | | | | 25,000,000 | | | | 24,998,639 | |
Federal Home Loan Mortgage Corp.(a) | | | 0.072 | % | | | 01/25/2016 | | | | 01/25/2016 | | | | 23,800,000 | | | | 23,798,889 | |
Federal Home Loan Mortgage Corp.(a) | | | 0.179 | % | | | 02/09/2016 | | | | 02/09/2016 | | | | 116,000,000 | | | | 115,978,008 | |
Federal Home Loan Mortgage Corp.(a) | | | 0.138 | % | | | 02/11/2016 | | | | 02/11/2016 | | | | 123,400,000 | | | | 123,381,027 | |
Federal Home Loan Mortgage Corp.(a) | | | 0.200 | % | | | 02/17/2016 | | | | 02/17/2016 | | | | 205,300,000 | | | | 205,246,394 | |
Federal Home Loan Mortgage Corp.(a) | | | 0.224 | % | | | 02/23/2016 | | | | 02/23/2016 | | | | 24,567,000 | | | | 24,559,043 | |
Federal Home Loan Mortgage Corp.(a) | | | 0.275 | % | | | 02/26/2016 | | | | 02/26/2016 | | | | 262,700,000 | | | | 262,590,075 | |
Federal Home Loan Mortgage Corp.(a) | | | 0.152 | % | | | 03/04/2016 | | | | 03/04/2016 | | | | 93,000,000 | | | | 92,975,587 | |
Federal Home Loan Mortgage Corp.(a) | | | 0.435 | % | | | 03/08/2016 | | | | 03/08/2016 | | | | 148,000,000 | | | | 147,881,559 | |
Federal Home Loan Mortgage Corp.(a) | | | 0.232 | % | | | 03/09/2016 | | | | 03/09/2016 | | | | 328,400,000 | | | | 328,257,328 | |
Federal Home Loan Mortgage Corp.(a) | | | 0.283 | % | | | 03/14/2016 | | | | 03/14/2016 | | | | 162,700,000 | | | | 162,607,623 | |
Federal Home Loan Mortgage Corp.(a) | | | 0.458 | % | | | 04/11/2016 | | | | 04/11/2016 | | | | 148,000,000 | | | | 147,813,150 | |
Federal Home Loan Mortgage Corp.(a) | | | 0.519 | % | | | 04/26/2016 | | | | 04/26/2016 | | | | 150,000,000 | | | | 149,753,500 | |
Federal Home Loan Mortgage Corp.(b) | | | 0.296 | % | | | 01/18/2016 | | | | 08/17/2016 | | | | 126,500,000 | | | | 126,500,000 | |
Federal Home Loan Mortgage Corp.(b) | | | 0.373 | % | | | 01/25/2016 | | | | 08/24/2016 | | | | 136,000,000 | | | | 136,000,000 | |
Federal Home Loan Mortgage Corp.(b) | | | 0.365 | % | | | 01/20/2016 | | | | 04/20/2017 | | | | 100,000,000 | | | | 99,980,097 | |
Federal National Mortgage Assoc.(a) | | | 0.092 | % | | | 01/06/2016 | | | | 01/06/2016 | | | | 140,833,000 | | | | 140,831,240 | |
Federal National Mortgage Assoc.(a) | | | 0.091 | % | | | 01/08/2016 | | | | 01/08/2016 | | | | 96,600,000 | | | | 96,598,309 | |
Federal National Mortgage Assoc.(a) | | | 0.080 | % | | | 01/13/2016 | | | | 01/13/2016 | | | | 50,800,000 | | | | 50,798,679 | |
Federal National Mortgage Assoc.(a) | | | 0.082 | % | | | 01/20/2016 | | | | 01/20/2016 | | | | 104,000,000 | | | | 103,995,609 | |
Federal National Mortgage Assoc.(a) | | | 0.061 | % | | | 01/27/2016 | | | | 01/27/2016 | | | | 23,400,000 | | | | 23,398,986 | |
Federal National Mortgage Assoc.(a) | | | 0.374 | % | | | 02/02/2016 | | | | 02/02/2016 | | | | 100,000,000 | | | | 99,968,000 | |
Federal National Mortgage Assoc.(a) | | | 0.066 | % | | | 02/03/2016 | | | | 02/03/2016 | | | | 38,500,000 | | | | 38,497,706 | |
Federal National Mortgage Assoc.(a) | | | 0.153 | % | | | 02/17/2016 | | | | 02/17/2016 | | | | 61,238,000 | | | | 61,226,008 | |
Federal National Mortgage Assoc.(a) | | | 0.224 | % | | | 02/22/2016 | | | | 02/22/2016 | | | | 7,000,000 | | | | 6,997,776 | |
Federal National Mortgage Assoc.(a) | | | 0.205 | % | | | 02/24/2016 | | | | 02/24/2016 | | | | 94,000,000 | | | | 93,971,800 | |
Federal National Mortgage Assoc.(a) | | | 0.273 | % | | | 03/02/2016 | | | | 03/02/2016 | | | | 128,000,000 | | | | 127,941,440 | |
Federal National Mortgage Assoc.(a) | | | 0.435 | % | | | 03/09/2016 | | | | 03/09/2016 | | | | 155,749,000 | | | | 155,622,497 | |
Federal National Mortgage Assoc.(a) | | | 0.405 | % | | | 03/16/2016 | | | | 03/16/2016 | | | | 108,000,000 | | | | 107,910,000 | |
Federal National Mortgage Assoc.(a) | | | 0.339 | % | | | 03/30/2016 | | | | 03/30/2016 | | | | 55,000,000 | | | | 54,954,449 | |
Federal National Mortgage Assoc.(a) | | | 0.388 | % | | | 04/06/2016 | | | | 04/06/2016 | | | | 150,000,000 | | | | 149,848,000 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL GOVERNMENT AGENCY DEBT | | | | | | | | | | | | | | | | 10,250,349,159 | |
| | | | | | | | | | | | | | | | | | | | |
See accompanying notes to the financial statements.
27
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Schedule of Investments — (continued)
December 31, 2015
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Payment/ Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
TREASURY DEBT – 12.5% | | | | | | | | | | |
U.S. Treasury Bill(a) | | | 0.050 | % | | | 01/07/2016 | | | | 01/07/2016 | | | $ | 241,000,000 | | | $ | 240,997,992 | |
U.S. Treasury Bill(a) | | | 0.055 | % | | | 01/07/2016 | | | | 01/07/2016 | | | | 64,000,000 | | | | 63,999,413 | |
U.S. Treasury Bill(a) | | | 0.060 | % | | | 01/07/2016 | | | | 01/07/2016 | | | | 53,000,000 | | | | 52,999,461 | |
U.S. Treasury Bill(a) | | | 0.060 | % | | | 01/07/2016 | | | | 01/07/2016 | | | | 29,000,000 | | | | 28,999,710 | |
U.S. Treasury Bill(a) | | | 0.115 | % | | | 02/04/2016 | | | | 02/04/2016 | | | | 217,700,000 | | | | 217,676,355 | |
U.S. Treasury Bill(a) | | | 0.118 | % | | | 02/04/2016 | | | | 02/04/2016 | | | | 32,300,000 | | | | 32,296,416 | |
U.S. Treasury Bill(a) | | | 0.135 | % | | | 02/11/2016 | | | | 02/11/2016 | | | | 175,000,000 | | | | 174,973,094 | |
U.S. Treasury Bill(a) | | | 0.145 | % | | | 02/18/2016 | | | | 02/18/2016 | | | | 50,000,000 | | | | 49,990,333 | |
U.S. Treasury Bill(a) | | | 0.280 | % | | | 03/17/2016 | | | | 03/17/2016 | | | | 200,000,000 | | | | 199,881,778 | |
U.S. Treasury Note(b) | | | 0.305 | % | | | 01/01/2016 | | | | 01/31/2016 | | | | 143,000,000 | | | | 142,997,138 | |
U.S. Treasury Note(a) | | | 0.303 | % | | | 02/29/2016 | | | | 02/29/2016 | | | | 200,000,000 | | | | 199,982,654 | |
U.S. Treasury Note(b) | | | 0.329 | % | | | 01/01/2016 | | | | 04/30/2016 | | | | 36,350,000 | | | | 36,350,182 | |
U.S. Treasury Note(b) | | | 0.313 | % | | | 01/01/2016 | | | | 10/31/2016 | | | | 82,000,000 | | | | 81,975,759 | |
U.S. Treasury Note(b) | | | 0.334 | % | | | 01/01/2016 | | | | 04/30/2017 | | | | 131,000,000 | | | | 131,000,598 | |
U.S. Treasury Note(b) | | | 0.337 | % | | | 01/01/2016 | | | | 07/31/2017 | | | | 206,000,000 | | | | 205,902,590 | |
U.S. Treasury Note(b) | | | 0.428 | % | | | 01/01/2016 | | | | 10/31/2017 | | | | 150,000,000 | | | | 149,722,800 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL TREASURY DEBT | | | | | | | | | | | | | | | | 2,009,746,273 | |
| | | | | | | | | | | | | | | | | | | | |
GOVERNMENT AGENCY REPURCHASE AGREEMENTS – 1.2% | | | | |
Agreement with Citigroup Global Markets, Inc. and Bank of New York Mellon (Tri-Party), dated 12/28/2015 (collateralized by Federal Home Loan Banks, 0.000% – 2.000% due 09/09/2016 – 10/21/2022, Federal Home Loan Mortgage Corporations, 1.000% – 6.250% due 03/08/2017 – 07/15/2032, Federal National Mortgage Associations, 0.875% – 2.200% due 10/26/2017 –10/25/2022, Federal National Mortgage Associations Principal Strips, 0.000% –5.250% due 12/28/2016 – 05/15/2030, Residual Funding Corporations Principal Strips, 0.000% due 01/15/2030 –04/15/2030, and a Tennessee Valley Authority, 0.000% due 11/01/2025, valued at $204,000,941); expected proceeds $200,012,444 | | | 0.320 | % | | | 01/04/2016 | | | | 01/04/2016 | | | | 200,000,000 | | | | 200,000,000 | |
| | | | | | | | | | | | | | | | | | | | |
See accompanying notes to the financial statements.
28
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Schedule of Investments — (continued)
December 31, 2015
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Payment/ Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
TREASURY REPURCHASE AGREEMENTS – 14.7% | | | | | | | |
Agreement with Federal Reserve Bank of New York and Bank of New York Mellon (Tri-Party), dated 12/31/2015 (collateralized by U.S. Treasury Bonds, 3.125% – 8.000% due 11/15/2021 –02/15/2043, and U.S. Treasury Notes, 1.375% – 3.500% due 02/28/2019 –05/15/2020, valued at $2,225,061,871); expected proceeds $2,225,061,806 | | | 0.250 | % | | | 01/04/2016 | | | | 01/04/2016 | | | $ | 2,225,000,000 | | | $ | 2,225,000,000 | |
Agreement with Mitsubishi UFJ Securities Co., Ltd. and Bank of New York Mellon (Tri-Party), dated 12/31/2015 (collateralized by a U.S. Treasury Bonds, 2.000% due 11/30/2022, and U.S. Treasury Notes, 0.625% – 2.500% due 12/31/2018 – 11/15/2025, valued at $127,504,277); expected proceeds $125,004,167 | | | 0.300 | % | | | 01/04/2016 | | | | 01/04/2016 | | | | 125,000,000 | | | | 125,000,000 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL TREASURY REPURCHASE AGREEMENTS | | | | | | | | 2,350,000,000 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL INVESTMENTS(c)(d) – 92.4% | | | | | | | | | | | | 14,810,095,432 | |
Other Assets in Excess of Liabilities – 7.6% | | | | | | | | 1,213,395,159 | |
| | | | | | | | | | | | | | | | | | | | |
NET ASSETS – 100.0% | | | | | | | | | | | | | | | $ | 16,023,490,591 | |
| | | | | | | | | | | | | | | | | | | | |
(a) | Rate represents annualized yield at date of purchase |
(b) | Variable Rate Security – Interest rate shown is rate in effect at December 31, 2015. |
(c) | Unless otherwise indicated, the values of the securities of the Portfolio are determined based on Level 2 inputs established by provisions surrounding fair value measurements and disclosures. (Note 2) |
(d) | Also represents the cost for federal tax purposes |
See accompanying notes to the financial statements.
29
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Statement of Assets and Liabilities
December 31, 2015
| | | | |
Assets | | | | |
Investments at value and amortized cost (Note 2) | | $ | 12,260,095,432 | |
Repurchase Agreements, at value and cost (Note 2) | | | 2,550,000,000 | |
| | | | |
Total Investments | | | 14,810,095,432 | |
Cash | | | 1,375,985,680 | |
Interest receivable | | | 752,063 | |
Prepaid expenses and other assets | | | 19,149 | |
| | | | |
Total assets | | | 16,186,852,324 | |
Liabilities | | | | |
Investment securities purchased | | | 162,349,056 | |
Management fee payable (Note 3) | | | 614,461 | |
Administration and custody fees payable (Note 3) | | | 354,578 | |
Professional fees payable | | | 29,951 | |
Accrued expenses and other liabilities | | | 13,687 | |
| | | | |
Total liabilities | | | 163,361,733 | |
| | | | |
Net Assets | | $ | 16,023,490,591 | |
| | | | |
See accompanying notes to financial statements.
30
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Statement of Operations
Year Ended December 31, 2015
| | | | |
Investment Income | | | | |
Interest | | $ | 13,458,047 | |
| | | | |
Expenses | | | | |
Management fees (Note 3) | | | 6,773,799 | |
Administration and custody fees (Note 3) | | | 1,716,481 | |
Trustees’ fees (Note 4) | | | 201,692 | |
Professional fees | | | 105,193 | |
Printing fees | | | 7,096 | |
Other expenses | | | 117,259 | |
| | | | |
Total expenses | | | 8,921,520 | |
| | | | |
Net Investment Income | | $ | 4,536,527 | |
| | | | |
Realized Gain | | | | |
Net realized gain on investments | | | 106,964 | |
| | | | |
Net Increase in Net Assets Resulting from Operations | | $ | 4,643,491 | |
| | | | |
See accompanying notes to financial statements.
31
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Statements of Changes in Net Assets
| | | | | | | | |
| | Year Ended December 31, 2015 | | | Year Ended December 31, 2014 | |
Increase (Decrease) in Net Assets From Operations: | | | | | | | | |
Net investment income | | $ | 4,536,527 | | | $ | 892,563 | |
Net realized gain on investments | | | 106,964 | | | | 13,831 | |
| | | | | | | | |
Net increase in net assets from operations | | | 4,643,491 | | | | 906,394 | |
| | | | | | | | |
Capital Transactions: | | | | | | | | |
Contributions | | | 30,186,959,859 | | | | 29,375,563,089 | |
Withdrawals | | | (27,375,980,364 | ) | | | (24,881,521,721 | ) |
| | | | | | | | |
Net increase in net assets from capital transactions | | | 2,810,979,495 | | | | 4,494,041,368 | |
| | | | | | | | |
Net Increase in Net Assets | | | 2,815,622,986 | | | | 4,494,947,762 | |
Net Assets | | | | | | | | |
Beginning of year | | | 13,207,867,605 | | | | 8,712,919,843 | |
| | | | | | | | |
End of year | | $ | 16,023,490,591 | | | $ | 13,207,867,605 | |
| | | | | | | | |
See accompanying notes to financial statements.
32
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Financial Highlights
| | | | | | | | | | | | | | | | | | | | |
| | | | | Ratios to Average Net Assets | | | Net Assets End of Year (000s Omitted) | |
Year Ended December 31, | | Total Return(a) | | | Gross Operating Expenses | | | Net Operating Expenses | | | Net Investment Income | | |
2015 | | | 0.03 | % | | | 0.07 | % | | | 0.07 | % | | | 0.03 | % | | $ | 16,023,491 | |
2014 | | | 0.01 | % | | | 0.07 | % | | | 0.07 | % | | | 0.01 | % | | $ | 13,207,868 | |
2013 | | | 0.03 | % | | | 0.07 | % | | | 0.07 | % | | | 0.03 | % | | $ | 8,712,920 | |
2012 | | | 0.08 | % | | | 0.07 | % | | | 0.07 | % | | | 0.08 | % | | $ | 8,621,186 | |
2011 | | | 0.04 | % | | | 0.07 | % | | | 0.07 | % | | | 0.04 | %(b) | | $ | 5,779,444 | |
(a) | Results represent past performance and are not indicative of future results. |
(b) | Results reflect the effect of expense waivers. Without these waivers, net investment income would have been lower. |
See accompanying notes to financial statements.
33
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Notes to Financial Statements
December 31, 2015
The State Street Master Funds (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company, and was organized as a business trust under the laws of the Commonwealth of Massachusetts on July 27, 1999. The Trust comprises five investment portfolios: State Street Equity 500 Index Portfolio, State Street Money Market Portfolio, State Street U.S. Government Money Market Portfolio, State Street Treasury Money Market Portfolio and State Street Treasury Plus Money Market Portfolio. Information presented in these financial statements pertains only to State Street U.S. Government Money Market Portfolio (the “Portfolio”). The Portfolio commenced operations on October 17, 2007.
The Portfolio is authorized to issue an unlimited number of non-transferable beneficial interests.
The Portfolio’s investment objective is to seek to maximize current income, to the extent consistent with the preservation of capital and liquidity and the maintenance of a stable $1.00 per share net asset value.
Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown as this could involve future claims that may be made against the Trust that have not yet occurred.
2. | | Summary of Significant Accounting Policies |
The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements:
The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services Investment Companies (“ASC 946”).
Security Valuation – The Portfolio’s securities are recorded on the basis of amortized cost which approximates fair value as permitted by Rule 2a-7 under the 1940 Act. This method values a security at its cost on the date of purchase and, thereafter, assumes a constant amortization to maturity of any premiums or accretion of any discounts. The Portfolio may value securities for which market quotations are not readily available at “fair value,” as determined in good faith pursuant to procedures established by the Board of Trustees of the Trust (the “Board”). The Board has adopted procedures concerning securities valuation, under which an Oversight Committee (the “Committee”) makes determinations as to whether market quotations are not readily available or do not otherwise accurately reflect the fair value of the security. The Committee, or a subgroup thereof, subject to oversight by the Board, may use fair value pricing in a variety of circumstances, including but not limited to, situations when trading in a security has been suspended or halted. If amortized cost is determined not to approximate fair value, the value of the portfolio securities will be determined under procedures established by and under the
34
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Notes to Financial Statements — (continued)
December 31, 2015
general supervision of the Committee. The Committee will assist in overseeing the comparison of amortized cost to market-based value. Fair value pricing involves subjective judgments and it is possible that the fair value determination for a security is materially different than the value that could be received on the sale of the security.
Because of the inherent uncertainties of valuation and under certain market conditions, the values reflected in the financial statements may differ from the value received upon actual sale of those investments and it is possible that the differences could be material.
The Portfolio values its assets and liabilities at fair value using a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements) when market prices are not readily available or reliable. The categorization of a value determined for an investment within the hierarchy is based upon the pricing transparency of the investment and is not necessarily an indication of the risk associated with investing in it.
The three levels of the fair value hierarchy are as follows:
| • | | Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; |
| • | | Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability (such as exchange rates, financing terms, interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market-corroborated inputs; and |
| • | | Level 3 – Unobservable inputs for the asset or liability, including the Committee’s assumptions used in determining the fair value of investments. |
Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Transfers between different levels of the fair value hierarchy are recognized at the end of the reporting period. The Portfolios had no transfers between levels for the year ended December 31, 2015. Unless otherwise indicated on the Schedule of Investments, the values of the securities of the Fund are determined based on Level 2 inputs.
Investment Transactions and Income Recognition – Investment transactions are accounted for on trade date for financial reporting purposes. Interest income is recorded daily on an accrual basis and includes amortization of premium and accretion of discount on investments. Realized gains and losses from the sale or disposition of investments are determined using the identified cost method.
Expenses – Advisory fees and other expenses, which are directly identifiable to a specific portfolio, are applied to that portfolio within the Trust. Trustees’ fees and other expenses which cannot be attributed to a specific portfolio are allocated in such a manner as deemed equitable, taking into consideration the nature and type of expense and the relative net assets of the portfolios within the Trust.
35
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Notes to Financial Statements — (continued)
December 31, 2015
Repurchase Agreements – The Portfolio may enter into repurchase agreements under the terms of a master repurchase agreement. A repurchase agreement customarily obligates the seller at the time it sells securities to the Portfolio to repurchase the securities at a mutually agreed upon price and time. The total amount received by the Portfolio on repurchase is calculated to exceed the price paid by the Portfolio, reflecting an agreed-upon market rate of interest for the period of time to the settlement date, and is not necessarily related to the interest rate on the underlying securities. The underlying securities are ordinarily United States Government or Government Agency securities, but may consist of other securities. The value of the underlying securities, at the time of purchase and each subsequent business day, is required to be maintained at such a level that the value is equal to at least the principal amount of the repurchase price plus accrued interest. The use of repurchase agreements involves certain risks. Upon an event of default under the Master Repurchase Agreement, if the seller of securities under a repurchase agreement defaults on its obligation to repurchase the underlying securities (as a result of its bankruptcy or otherwise) the Portfolio will seek to dispose of such securities; this action could involve losses, costs or delays. In addition, the proceeds of any such disposition may be less than the amount the Portfolio is owed under the repurchase agreement. The Portfolio may enter into repurchase agreements maturing within a specified date with domestic dealers, banks and other financial institutions deemed to be creditworthy by SSGA FM, a subsidiary of State Street Corporation and an affiliate of State Street Bank and Trust Company (“State Street”).
Federal Income Taxes – The Portfolio is not required to pay federal income taxes on its net investment income and net capital gains because it is treated as a partnership for federal income tax purposes. All interest, gains and losses of the Portfolio are deemed to have been “passed through” to the Portfolio’s partners in proportion to their holdings in the Portfolio, regardless of whether such items have been distributed by the Portfolio. Each partner is responsible for tax liability based on its distributive share; therefore, no provision has been made for federal income taxes.
SSGA Funds Management, Inc. (“SSGA FM” or the “Adviser”) has reviewed the tax positions for open years as of December 31, 2015, and has determined that no provision for income tax is required in the Portfolio’s financial statements. The Portfolio’s federal tax returns for the past three years remain subject to examination by the Portfolio’s major tax jurisdictions, which include the United States of America and the Commonwealth of Massachusetts. The Portfolio recognizes interest and penalties, if any, related to tax liabilities as income tax expense in the Statement of Operations. No income tax returns are currently under examination. Management has analyzed tax laws and regulations and their applications to the Portfolio’s facts and circumstances and does not believe there are any uncertain tax positions that require recognition of a tax liability.
At December 31, 2015, the cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes.
The Trust has entered into an investment advisory agreement with the Adviser, under which the Adviser directs the investments of the Portfolio in accordance with its investment objectives, policies, and limitations. In compensation for the Adviser’s services as investment adviser, the Portfolio pays the Adviser a management fee at an annual rate of 0.05% of its average daily net assets.
36
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Notes to Financial Statements — (continued)
December 31, 2015
Effective June 1, 2015, SSGA FM serves as administrator and State Street serves as sub-administrator. A fee is paid by the Portfolio for the administration, sub-administration, custody and transfer agency services SSGA FM and State Street provide. The annual fee is accrued daily and payable monthly at the following fee rate:
| | |
Asset Levels | | Annual percentage of average aggregate monthly net assets |
First $400 million | | 0.03% |
Next $15 billion | | 0.02% |
Thereafter | | 0.01% |
Minimum annual fee per Portfolio | | $150,000 |
The minimum fee will be calculated by multiplying the minimum per fund fee by the number of portfolios within the Trust to arrive at the total minimum fee. The greater of the asset based fee or the minimum fee will be charged to the portfolios. SSGA FM and State Street each receive a portion of the fee.
Prior to June 1, 2015, State Street served as a administrator. The administration fees paid by the Portfolio were not changed as a result of the administrator and sub-administrator appointments as of June 1, 2015.
Independent Trustees are compensated on a calendar year basis. Any Trustee who is deemed to be an “interested person” (as defined in the 1940 Act) of the Trust does not receive compensation from the Trust for his or her service as a Trustee.
Each Independent Trustee receives for his or her services to the State Street Master Funds, State Street Institutional Investment Trust and SSGA Funds, a $141,500 annual base retainer in addition to $18,000 for each in-person meeting and $2,000 for each telephonic meeting from the Trust. The Co-Chairmen each receive an additional $44,000 annual retainer. The Independent Trustees are reimbursed for travel and other out-of-pocket expenses in connection with meeting attendance. Trustees’ fees and expenses are allocated among the Trusts and funds overseen by the Trustees in a manner deemed equitable taking into consideration the relative net assets of the funds, subject to a $15,000 minimum per fund. As of the date of this Shareholder Report, the Trustees were not paid pension or retirement benefits as part of the Trust’s expenses. However, the State Street Master Funds have, pursuant to an exemptive order from the SEC, implemented an optional deferred compensation plan by which the Independent Trustees may defer receipt of compensation and receive a return on the deferred amount determined with reference to the performance of shares of specified State Street Master Funds. As of the fiscal year ended December 31, 2015, none of the Independent Trustees participated in the optional deferred compensation program
The Trust’s officers are compensated by the Adviser and its affiliates.
37
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Notes to Financial Statements — (continued)
December 31, 2015
5. | | Market, Credit and Counterparty Risk |
In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (counterparty risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations (credit risk). Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statement of Assets and Liabilities, less any collateral held by the Portfolio.
On July 23, 2014, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments to the governing rules for money market funds. The amendments require that, following a two-year implementation timeframe, institutional prime and institutional tax exempt money market funds adopt a floating net asset value. The rule changes also allow for certain liquidity-based redemption fees and gate, and include enhanced requirements for disclosure and stress testing. The degree to which a money market fund will be impacted by the rule amendments will depend upon the type of fund and type of investors (retail or institutional). At this time, management is evaluating the implications of these amendments and their impact to the Portfolio’s financial statements and accompanying notes.
Management has evaluated the impact of all subsequent events on the Portfolio through the date the financial statements were available to be issued and has determined that there were no subsequent events requiring adjustment or disclosure in the financial statements.
38
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Owners of Beneficial Interest of
State Street Master Funds:
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of State Street U.S. Government Money Market Portfolio (one of the portfolios constituting State Street Master Funds) (the “Portfolio”) as of December 31, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Portfolio’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of State Street U.S. Government Money Market Portfolio (one of the portfolios constituting State Street Master Funds) at December 31, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Boston, Massachusetts
February 26, 2016
39
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Other Information
December 31, 2015 (Unaudited)
SHAREHOLDER EXPENSE EXAMPLE
As a shareholder of a fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including advisory and administration fees, among others. This example is intended to help you understand your ongoing costs (in dollars) of investing in a fund and to compare these costs with the ongoing costs of investing in other mutual funds. It is based on an investment of $1,000 made at the beginning of the period shown and held for the entire period from July 1, 2015 to December 31, 2015.
The table below illustrates your Portfolio’s costs in two ways:
| • | | Actual Expenses. This section helps you to estimate the actual expenses that you paid over the period. The “Ending Account Value” shown is derived from the Portfolio’s actual return, and the third column shows the dollar amount that would have been paid by an investor who started with $1,000 in the Portfolio. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for the Portfolio under the heading “Expenses Paid During Period.” |
| • | | Hypothetical Example for Comparison Purposes. This section is intended to help you compare your Portfolio’s costs with those of other mutual funds. It assumes that the Portfolio had a yearly return of 5% before expenses, but that the expense ratio is unchanged. In this case, because the return used is not the Portfolio’s actual return, the results do not apply to your investment. The example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess your Portfolio’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds. |
Six Months Ended December 31, 2015
| | | | | | | | | | | | |
| | Beginning Account Value July 1, 2015 | | | Ending Account Value December 31, 2015 | | | Expenses Paid During Period * | |
| | | |
Based on Actual Portfolio Return | | $ | 1,000.00 | | | $ | 1,000.20 | | | $ | 0.35 | |
| | | |
Based on Hypothetical (5% return before expenses) | | $ | 1,000.00 | | | $ | 1,024.85 | | | $ | 0.36 | |
* | The calculations are based on expenses incurred in the most recent six month period of the Portfolio. The Portfolio’s annualized expense ratio for the six months ended December 31, 2015 was 0.07%. |
| The dollar amounts shown as “Expenses Paid” are equal to the annualized expense ratio multiplied by the average account value over the period, multiplied by 184/365 (the most recent six month period). |
40
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Shareholder Requests for Additional Information
December 31, 2015 (Unaudited)
Proxy Voting Policies and Procedures and Record
The Portfolio has adopted the proxy voting policies of the Adviser. A description of the policies and procedures that the Portfolio have adopted to determine how to vote proxies relating to portfolio securities are contained in the Portfolio’s Statement of Additional Information, which is available (i) without charge, upon request, by calling the Portfolio at 1-877-251-4083, (ii) on the U.S. Securities and Exchange Commission’s website at www.sec.gov, or (iii) at the U.S. Securities and Exchange Commission’s public reference room. Information on the operation of the public reference room may be obtained by calling 1-800-SEC-0330. Information regarding how the Portfolio voted proxies, if any, during the most recent 12-month period ended June 30 is available by August 31 of each year without charge (1) by calling 1-877-251-4083 (toll free), or (2) on the website of the Securities and Exchange Commission (“SEC”) at www.sec.gov.
Quarterly Portfolio Schedule
The Portfolio will file their complete schedules of investments with the U.S. Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. For the second and fourth quarters, the complete schedules of investments are available in the Portfolio’s semi-annual and annual financial statements. The Portfolio’s Form N-Q is available (i) without charge, upon request, by calling the Portfolio at 1-877-251-4083, (ii) on the Securities and Exchange Commission’s website at www.sec.gov, or (iii) at the Securities and Exchange Commission’s public reference room. Information on the operation of the public reference room may be obtained by calling 1-800-SEC-0330.
Monthly Portfolio Schedule
The Portfolio files its monthly portfolio holdings with the U.S. Securities and Exchange Commission on Form N-MFP. The SEC delays the public availability of the information filed on Form N-MFP for 60 days after the end of the reporting period included in the filing. The Portfolio’s Form N-MFP is available (i) on the U.S. Securities and Exchange Commission’s website at www.sec.gov, or (ii) at the Securities and Exchange Commission’s public reference room.
41
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Disclosure of Information about Fund Trustees and Officers
December 31, 2015 (Unaudited)
| | | | | | | | | | |
Name, Address, and Year of Birth | | Position(s) Held With Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years and Relevant Experience | | Number of Funds in Fund Complex Overseen by Trustee | | Other Directorships Held by Trustee During Past Five Years |
Independent Trustees |
Michael F. Holland State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1944 | | Trustee and Co-Chairman of the Board | | Term: Indefinite Elected: 7/99 | | Chairman, Holland & Company L.L.C. (investment adviser) (1995 – present). | | 75 | | Director, the Holland Series Fund, Inc.; Director, The China Fund, Inc.; Director, The Taiwan Fund, Inc.; Director, Reaves Utility Income Fund, Inc.; and Director, Blackstone/GSO Loan Funds. |
Patrick J. Riley State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1948 | | Trustee and Co-Chairman of the Board | | Term: Indefinite Elected: 1/14 | | 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 plc); January 2009 to Present, Independent Director, SSGA Fixed Income plc; and January 2009 to Present, Independent Director, SSGA Qualified Funds PLC. | | 75 | | Board Director and Chairman, SPDR Europe 1PLC Board (2011 – Present); Board Director and Chairman, SPDR Europe II, PLC (2013 – Present). |
William L. Boyan State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1937 | | Trustee and Co-Chairman of the Valuation Committee | | Term: Indefinite Elected: 7/99 | | President and Chief Operations Officer, John Hancock Financial Services (1959 – 1999). Mr. Boyan retired in 1999. Chairman Emeritus, Children’s Hospital, Boston, MA (1984 – 2011); Former Trustee of Old Mutual South Africa Master Trust (investments) (1995 – 2008); Former Chairman, Boston Plan For Excellence, Boston Public Schools (1995 – 2010); Member of Advisory Board of Florida Atlantic University Lifelong Learning Society. | | 75 | �� | Former Trustee of Old Mutual South Africa Master Trust. |
William L. Marshall State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1942 | | Trustee and Co-Chairman of the Audit Committee | | Term: Indefinite Elected: 1/14 | | April 2011 to Present, Chairman (until April 2011, Chief Executive Officer and President), Wm. L. Marshall Associates, Inc., Wm. L. Marshall Companies, Inc. and the Marshall Financial Group, Inc. (a registered investment adviser and provider of financial and related consulting services); Certified Financial Planner; Member, Financial Planners Association; 2015 to present, Board Member, The Doylestown Health Foundation Board. | | 75 | | Marshall Financial Group, Inc. |
42
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Disclosure of Information about Fund Trustees and Officers — (continued)
December 31, 2015 (Unaudited)
| | | | | | | | | | |
Name, Address, and Year of Birth | | Position(s) Held With Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years and Relevant Experience | | Number of Funds in Fund Complex Overseen by Trustee | | Other Directorships Held by Trustee During Past Five Years |
Independent Trustees (continued) |
Richard D. Shirk State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1945 | | Trustee and Co-Chairman of the Qualified Legal and Compliance Committee | | Term: Indefinite Elected: 1/14 | | 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); 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. | | 75 | | Board member, AeroCare Holdings (privately held healthcare services company) (February 2003 – Present); Board member, Regenesis Biomedical (health care services) (April 2012 – Present); Chairman (January 2014 – Present). |
Rina K. Spence State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1948 | | Trustee and Co-Chairman of the Qualified Legal and Compliance Committee and Co-Chairman of the Governance Committee | | Term: Indefinite Elected: 7/99 | | 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); Trustee, Eastern Enterprise (utilities) (1988 – 2000); Director, Berkshire Life Insurance Company of America (1993 – 2009); Honorary Consul for Monaco in Boston (2015 – present). | | 75 | | |
Bruce D. Taber State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1943 | | Trustee and Co-Chairman of the Valuation Committee and Co-Chairman of the Governance Committee | | Term: Indefinite Elected: 1/14 | | 1999 to Present, Partner, Zenergy LLC (a technology company providing Computer Modeling and System Analysis to the General Electric Power Generation Division); Until December 2008, Independent Director, SSGA Cash Management Fund plc; Until December 2008, Independent Director, State Street Global Advisers Ireland, Ltd. (investment companies); and Until August 1994, President, Alonzo B. Reed, Inc., (a Boston architect-engineering firm). | | 75 | | |
43
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Disclosure of Information about Fund Trustees and Officers — (continued)
December 31, 2015 (Unaudited)
| | | | | | | | | | |
Name, Address, and Year of Birth | | Position(s) Held With Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years and Relevant Experience | | Number of Funds in Fund Complex Overseen by Trustee | | Other Directorships Held by Trustee During Past Five Years |
Independent Trustees (continued) |
Douglas T. Williams State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1940 | | Trustee and Co-Chairman of the Audit Committee | | Term: Indefinite Elected: 7/99 | | President, Oakmont Homeowners Association; President, Mariner Sands Chapel; Executive Vice President and member of Executive Committee, Chase Manhattan Bank (1987 – 1999); President, Boston Stock Exchange Depository Trust Company, 1981 – 1982; Treasurer, Nantucket Educational Trust, (2002 – 2007). | | 75 | | |
| |
Interested Trustee(1) | | |
James E. Ross SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1965 | | Trustee | | Term: Indefinite Elected Trustee: 2/07 | | Chairman and Director, SSGA Funds Management, Inc. (2012 – present); President, SSGA Funds Management, Inc. (2005 – 2012); Executive Vice President and Senior Managing Director, State Street Global Advisors (2006 –present); and Principal, State Street Global Advisors (2006 – present). | | 290 | | Trustee, SPDR Series Trust; Trustee, SPDR Index Shares Funds; Trustee, Select Sector SPDR Trust; Trustee, SSGA Active Trust; and Trustee, SSGA Master Trust. |
(1) | Mr. Ross is an Interested Trustee because of his employment by SSGA Funds Management, Inc., an affiliate of the Trust. |
| | | | | | |
Name, Address, and Year of Birth | | Position(s) Held With Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years |
Officers: | | | | | | |
Ellen M. Needham SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1967 | | President | | Term: Indefinite Elected: 10/12 | | President and Director, SSGA Funds Management, Inc. (June 2012 – present); Chief Operating Officer, SSGA Funds Management, Inc. (May 2010 – June 2012); Senior Managing Director, SSGA Funds Management, Inc. (1992 – 2012) and Senior Managing Director, State Street Global Advisors (1992 – present).* |
Bruce S. Rosenberg SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1961 | | Treasurer | | Term: Indefinite Elected: 2/16 | | 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 Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1966 | | Vice President Deputy Treasurer | | Term: Indefinite Elected: 10/12 Term: Indefinite Elected: 2/16 | | Chief Operating Officer, SSGA Funds Management, Inc. (April 2014 – present); Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (2005 – present).* |
Chad C. Hallett SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1969 | | Deputy Treasurer | | Term: Indefinite Elected: 2/16 | | 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).* |
44
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Disclosure of Information about Fund Trustees and Officers — (continued)
December 31, 2015 (Unaudited)
| | | | | | |
Name, Address, and Year of Birth | | Position(s) Held With Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years |
Officers: (continued) | | | | | | |
Sujata Upreti SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1974 | | Assistant Treasurer | | Term: Indefinite Elected: 2/16 | | Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (May 2015 – present); Assistant Director, Cambridge Associates, LLC (July 2014 – January 2015); Vice President, Bank of New York Mellon (July 2012 – August 2013); Manager, PricewaterhouseCoopers, LLP (September 2009 – July 2012). |
Daniel Foley SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1972 | | Assistant Treasurer | | Term: Indefinite Elected: 2/16 | | Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (April 2014 – present); Principal, State Street Global Advisors and SSGA Funds Management, Inc. (April 2007 – April 2014). |
Brian Harris SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1973 | | Chief Compliance Officer | | Term: Indefinite Elected: 11/13 | | Vice President, 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 (September 2010 to May 2013); Director of Compliance, AARP Financial Inc. (July 2008 to August 2010). |
Trevor Swanberg SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1979 | | Code of Ethics Compliance Officer | | Term: Indefinite Elected: 8/15 | | Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (January 2015 – Present); Senior Manager – Mutual Fund Compliance, ICMA – Retirement Corporation (December 2011 – January 2015); Assistant Vice President, J.P. Morgan (September 2007 – December 2011). |
Joshua A. Weinberg SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1978 | | Chief Legal Officer | | Term: Indefinite Elected: 2/15 | | Vice President and Managing Counsel, State Street Global Advisors (2011 – present); Clerk, SSGA Funds Management, Inc. (2013 – present); Associate, Financial Services Group, Dechert LLP (2006 – 2011). |
David K. James State Street Bank and Trust Company 100 Huntington Avenue, 3rd Floor Boston, MA 02116 YOB: 1970 | | Secretary | | Term: Indefinite Elected: 4/13 | | Managing Director and Managing Counsel, State Street Bank and Trust Company (2009 – present); Vice President and Counsel, PNC Global Investment Servicing (US), Inc. (2006 – 2009). |
Kristin Schantz State Street Bank and Trust Company 100 Huntington Avenue, 3rd Floor Boston, MA 02116 YOB: 1979 | | Assistant Secretary | | Term: Indefinite Elected: 2/14 | | Vice President and Counsel, State Street Bank and Trust Company (2013 – present); Vice President, Citi Fund Services Ohio, Inc. (2008 – 2013). |
* | Served in various capacities and/or with various affiliated entities during noted time period. |
45
Trustees
William L. Boyan
Michael F. Holland
William L. Marshall
Patrick J. Riley
James E. Ross
Richard D. Shirk
Rina K. Spence
Bruce D. Taber
Douglas T. Williams
Investment Adviser and Administrator
SSGA Funds Management, Inc.
State Street Financial Center
One Lincoln Street
Boston, MA 02111
Custodian, Sub-Administrator and Transfer Agent
State Street Bank and Trust Company
State Street Financial Center
One Lincoln Street
Boston, MA 02111
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, MA 02116
Legal Counsel
Ropes & Gray LLP
800 Boylston Street
Boston, MA 02199
This report is for shareholder information. This is not a prospectus intended for use in the purchase or sale of shares of beneficial interest.
| | |
State Street Master Funds State Street Bank and Trust Company P.O. Box 5049 Boston, MA 02206 | | SSITINVAR IBG-18446 |
Annual Report
31 December 2015
State Street Master Funds
State Street Treasury Money Market Portfolio

State Street Master Funds
State Street Treasury Money Market Portfolio
Annual Report
December 31, 2015
Table of Contents
State Street Master Funds
State Street Treasury Money Market Portfolio
Portfolio Statistics (Unaudited)
| | | | |
Portfolio Composition* | | | December 31, 2015 | |
Treasury Debt | | | 100.0 | % |
Other Assets in Excess of Liabilities | | | 0.0 | ** |
Total | | | 100.0 | % |
| | | | |
Maturity Ladder* | | | December 31, 2015 | |
2-30 Days | | | 55.8 | |
31-60 Days | | | 17.1 | |
61-90 Days | | | 13.1 | |
Over 90 Days | | | 14.0 | |
Total | | | 100.0 | % |
Average days to maturity | | | 28 | |
Weighted average life | | | 70 | |
* | As a percentage of net assets as of the date indicated. The Portfolio’s composition will vary over time. |
** | Amount represents less than 0.05% of net assets. |
See accompanying notes to financial statements.
25
State Street Master Funds
State Street Treasury Money Market Portfolio
Schedule of Investments
December 31, 2015
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
TREASURY DEBT – 100.0% | | | | |
U.S. Treasury Bill(a) | | | 0.000 | % | | | 01/07/2016 | | | | 01/07/2016 | | | $ | 132,100,000 | | | $ | 132,099,945 | |
U.S. Treasury Bill(a) | | | 0.003 | % | | | 01/07/2016 | | | | 01/07/2016 | | | | 45,000,000 | | | | 44,999,542 | |
U.S. Treasury Bill(a) | | | 0.018 | % | | | 01/07/2016 | | | | 01/07/2016 | | | | 120,000,000 | | | | 119,999,650 | |
U.S. Treasury Bill(a) | | | 0.050 | % | | | 01/07/2016 | | | | 01/07/2016 | | | | 196,000,000 | | | | 195,998,367 | |
U.S. Treasury Bill(a) | | | 0.055 | % | | | 01/07/2016 | | | | 01/07/2016 | | | | 53,000,000 | | | | 52,999,514 | |
U.S. Treasury Bill(a) | | | 0.060 | % | | | 01/07/2016 | | | | 01/07/2016 | | | | 253,000,000 | | | | 252,997,470 | |
U.S. Treasury Bill(a) | | | 0.235 | % | | | 01/07/2016 | | | | 01/07/2016 | | | | 601,140,000 | | | | 601,140,000 | |
U.S. Treasury Bill(a) | | | 0.000 | % | | | 01/14/2016 | | | | 01/14/2016 | | | | 553,375,000 | | | | 553,375,000 | |
U.S. Treasury Bill(a) | | | 0.001 | % | | | 01/14/2016 | | | | 01/14/2016 | | | | 75,000,000 | | | | 74,999,973 | |
U.S. Treasury Bill(a) | | | 0.020 | % | | | 01/14/2016 | | | | 01/14/2016 | | | | 50,000,000 | | | | 49,999,639 | |
U.S. Treasury Bill(a) | | | 0.065 | % | | | 01/14/2016 | | | | 01/14/2016 | | | | 27,000,000 | | | | 26,999,366 | |
U.S. Treasury Bill(a) | | | 0.070 | % | | | 01/14/2016 | | | | 01/14/2016 | | | | 165,000,000 | | | | 164,995,829 | |
U.S. Treasury Bill(a) | | | 0.072 | % | | | 01/14/2016 | | | | 01/14/2016 | | | | 27,000,000 | | | | 26,999,293 | |
U.S. Treasury Bill(a) | | | 0.075 | % | | | 01/14/2016 | | | | 01/14/2016 | | | | 81,000,000 | | | | 80,997,806 | |
U.S. Treasury Bill(a) | | | 0.080 | % | | | 01/14/2016 | | | | 01/14/2016 | | | | 125,000,000 | | | | 124,996,389 | |
U.S. Treasury Bill(a) | | | 0.095 | % | | | 01/14/2016 | | | | 01/14/2016 | | | | 68,902,000 | | | | 68,899,636 | |
U.S. Treasury Bill(a) | | | 0.100 | % | | | 01/14/2016 | | | | 01/14/2016 | | | | 86,000,000 | | | | 85,996,894 | |
U.S. Treasury Bill(a) | | | 0.205 | % | | | 01/14/2016 | | | | 01/14/2016 | | | | 1,000,000,000 | | | | 999,925,972 | |
U.S. Treasury Bill(a) | | | 0.001 | % | | | 01/21/2016 | | | | 01/21/2016 | | | | 100,000,000 | | | | 99,999,944 | |
U.S. Treasury Bill(a) | | | 0.005 | % | | | 01/21/2016 | | | | 01/21/2016 | | | | 30,768,000 | | | | 30,767,915 | |
U.S. Treasury Bill(a) | | | 0.010 | % | | | 01/21/2016 | | | | 01/21/2016 | | | | 163,000,000 | | | | 162,999,094 | |
U.S. Treasury Bill(a) | | | 0.015 | % | | | 01/21/2016 | | | | 01/21/2016 | | | | 450,000,000 | | | | 449,996,250 | |
U.S. Treasury Bill(a) | | | 0.180 | % | | | 01/21/2016 | | | | 01/21/2016 | | | | 100,000,000 | | | | 99,990,000 | |
U.S. Treasury Bill(a) | | | 0.195 | % | | | 01/21/2016 | | | | 01/21/2016 | | | | 650,000,000 | | | | 649,929,583 | |
U.S. Treasury Bill(a) | | | 0.020 | % | | | 01/28/2016 | | | | 01/28/2016 | | | | 450,000,000 | | | | 449,993,250 | |
U.S. Treasury Bill(a) | | | 0.140 | % | | | 01/28/2016 | | | | 01/28/2016 | | | | 100,000,000 | | | | 99,989,500 | |
U.S. Treasury Bill(a) | | | 0.170 | % | | | 01/28/2016 | | | | 01/28/2016 | | | | 900,000,000 | | | | 899,885,250 | |
U.S. Treasury Bill(a) | | | 0.115 | % | | | 02/04/2016 | | | | 02/04/2016 | | | | 283,000,000 | | | | 282,969,263 | |
U.S. Treasury Bill(a) | | | 0.118 | % | | | 02/04/2016 | | | | 02/04/2016 | | | | 42,000,000 | | | | 41,995,339 | |
U.S. Treasury Bill(a) | | | 0.135 | % | | | 02/11/2016 | | | | 02/11/2016 | | | | 250,000,000 | | | | 249,961,563 | |
U.S. Treasury Bill(a) | | | 0.145 | % | | | 02/18/2016 | | | | 02/18/2016 | | | | 250,000,000 | | | | 249,951,667 | |
U.S. Treasury Bill(a) | | | 0.140 | % | | | 02/25/2016 | | | | 02/25/2016 | | | | 237,000,000 | | | | 236,949,308 | |
U.S. Treasury Bill(a) | | | 0.210 | % | | | 03/03/2016 | | | | 03/03/2016 | | | | 200,000,000 | | | | 199,927,667 | |
U.S. Treasury Bill(a) | | | 0.215 | % | | | 03/03/2016 | | | | 03/03/2016 | | | | 250,000,000 | | | | 249,907,431 | |
U.S. Treasury Bill(a) | | | 0.240 | % | | | 03/10/2016 | | | | 03/10/2016 | | | | 50,000,000 | | | | 49,977,000 | |
U.S. Treasury Bill(a) | | | 0.268 | % | | | 03/10/2016 | | | | 03/10/2016 | | | | 92,000,000 | | | | 91,952,831 | |
U.S. Treasury Bill(a) | | | 0.280 | % | | | 03/10/2016 | | | | 03/10/2016 | | | | 108,000,000 | | | | 107,942,040 | |
U.S. Treasury Bill(a) | | | 0.255 | % | | | 03/17/2016 | | | | 03/17/2016 | | | | 146,000,000 | | | | 145,921,403 | |
U.S. Treasury Bill(a) | | | 0.280 | % | | | 03/17/2016 | | | | 03/17/2016 | | | | 300,000,000 | | | | 299,822,667 | |
U.S. Treasury Bill(a) | | | 0.195 | % | | | 03/24/2016 | | | | 03/24/2016 | | | | 50,000,000 | | | | 49,977,521 | |
26
See accompanying notes to the financial statements.
State Street Master Funds
State Street Treasury Money Market Portfolio
Schedule of Investments — (continued)
December 31, 2015
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
TREASURY DEBT – (continued) | | | | |
U.S. Treasury Bill(a) | | | 0.245 | % | | | 03/24/2016 | | | | 03/24/2016 | | | $ | 159,000,000 | | | $ | 158,910,187 | |
U.S. Treasury Bill(a) | | | 0.250 | % | | | 03/24/2016 | | | | 03/24/2016 | | | | 192,103,100 | | | | 191,992,374 | |
U.S. Treasury Bill(a) | | | 0.250 | % | | | 03/31/2016 | | | | 03/31/2016 | | | | 93,000,000 | | | | 92,941,875 | |
U.S. Treasury Bill(a) | | | 0.260 | % | | | 03/31/2016 | | | | 03/31/2016 | | | | 210,812,500 | | | | 210,675,472 | |
U.S. Treasury Note(a) | | | 0.052 | % | | | 01/31/2016 | | | | 01/31/2016 | | | | 70,000,000 | | | | 70,018,454 | |
U.S. Treasury Note(b) | | | 0.305 | % | | | 01/01/2016 | | | | 01/31/2016 | | | | 595,000,000 | | | | 594,998,806 | |
U.S. Treasury Note(a) | | | 0.303 | % | | | 02/29/2016 | | | | 02/29/2016 | | | | 300,000,000 | | | | 299,973,979 | |
U.S. Treasury Note(b) | | | 0.329 | % | | | 01/01/2016 | | | | 04/30/2016 | | | | 307,600,000 | | | | 307,612,754 | |
U.S. Treasury Note(b) | | | 0.330 | % | | | 01/01/2016 | | | | 07/31/2016 | | | | 80,000,000 | | | | 80,005,884 | |
U.S. Treasury Note(b) | | | 0.313 | % | | | 01/01/2016 | | | | 10/31/2016 | | | | 280,000,000 | | | | 279,961,823 | |
U.S. Treasury Note(b) | | | 0.344 | % | | | 01/01/2016 | | | | 01/31/2017 | | | | 238,000,000 | | | | 237,999,246 | |
U.S. Treasury Note(b) | | | 0.334 | % | | | 01/01/2016 | | | | 04/30/2017 | | | | 121,000,000 | | | | 121,000,396 | |
U.S. Treasury Note(b) | | | 0.337 | % | | | 01/01/2016 | | | | 07/31/2017 | | | | 231,000,000 | | | | 230,890,343 | |
U.S. Treasury Note(b) | | | 0.428 | % | | | 01/01/2016 | | | | 10/31/2017 | | | | 100,000,000 | | | | 99,815,200 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL TREASURY DEBT | | | | | | | | | | | | 11,836,023,564 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL INVESTMENTS(c)(d) – 100.0% | | | | 11,836,023,564 | |
OTHER ASSETS IN EXCESS OF LIABILITIES – 0.0%(e) | | | | 1,104,096 | |
| | | | | | | | | | | | | | | | | | | | |
NET ASSETS – 100.0% | | | $ | 11,837,127,660 | |
| | | | | | | | | | | | | | | | | | | | |
(a) | Rate represents annualized yield at date of purchase. |
(b) | Variable Rate Security – Interest rate shown is rate in effect at December 31, 2015. |
(c) | Unless otherwise indicated, the values of the securities of the Portfolio are determined based on Level 2 inputs established by provisions surrounding fair value measurements and disclosures. (Note 2) |
(d) | Also represents the cost for federal tax purposes. |
(e) | Amount shown represents less than 0.05% of net assets. |
27
See accompanying notes to the financial statements.
State Street Master Funds
State Street Treasury Money Market Portfolio
Statement of Assets and Liabilities
December 31, 2015
| | | | |
Assets | |
Investments at value and amortized cost (Note 2) | | $ | 11,836,023,564 | |
Cash | | | 737,563 | |
Interest receivable | | | 1,226,928 | |
Prepaid expenses and other assets | | | 14,607 | |
| | | | |
Total assets | | | 11,838,002,662 | |
Liabilities | | | | |
Management fee payable (Note 3) | | | 506,101 | |
Administration and custody fees payable (Note 3) | | | 323,510 | |
Professional fees payable | | | 31,124 | |
Accrued expenses and other liabilities | | | 14,267 | |
| | | | |
Total liabilities | | | 875,002 | |
| | | | |
Net Assets | | $ | 11,837,127,660 | |
| | | | |
See accompanying notes to financial statements.
28
State Street Master Funds
State Street Treasury Money Market Portfolio
Statement of Operations
Year Ended December 31, 2015
| | | | |
Investment Income | |
Interest | | $ | 4,368,076 | |
| | | | |
Expenses | | | | |
Management fees (Note 3) | | | 5,725,045 | |
Administration and custody fees (Note 3) | | | 1,450,726 | |
Trustees’ fees (Note 4) | | | 168,115 | |
Professional fees | | | 100,302 | |
Printing fees | | | 7,040 | |
Other expenses | | | 119,357 | |
| | | | |
Total expenses | | | 7,570,585 | |
| | | | |
Net Investment Loss | | | (3,202,509 | ) |
| | | | |
Realized Gain (Loss) | | | | |
Net realized gain on investments | | | 119,782 | |
| | | | |
Net Decrease in Net Assets Resulting from Operations | | $ | (3,082,727 | ) |
| | | | |
See accompanying notes to financial statements.
29
State Street Master Funds
State Street Treasury Money Market Portfolio
Statements of Changes in Net Assets
| | | | | | | | |
| | Year Ended December 31, 2015 | | | Year Ended December 31, 2014 | |
Increase (Decrease) in Net Assets From Operations: | | | | | | | | |
Net investment loss | | $ | (3,202,509 | ) | | $ | (2,505,474 | ) |
Net realized gain on investments | | | 119,782 | | | | 130,828 | |
| | | | | | | | |
Net decrease in net assets from operations | | | (3,082,727 | ) | | | (2,374,646 | ) |
| | | | | | | | |
Capital Transactions: | | | | | | | | |
Contributions | | | 26,921,306,751 | | | | 27,518,525,235 | |
Withdrawals | | | (25,328,556,655 | ) | | | (31,826,712,166 | ) |
| | | | | | | | |
Net increase (decrease) in net assets from capital transactions | | | 1,592,750,096 | | | | (4,308,186,931 | ) |
| | | | | | | | |
Net Increase (Decrease) in Net Assets | | | 1,589,667,369 | | | | (4,310,561,577 | ) |
Net Assets | | | | | | | | |
Beginning of year | | | 10,247,460,291 | | | | 14,558,021,868 | |
| | | | | | | | |
End of year | | $ | 11,837,127,660 | | | $ | 10,247,460,291 | |
| | | | | | | | |
See accompanying notes to financial statements.
30
State Street Master Funds
State Street Treasury Money Market Portfolio
Financial Highlights
| | | | | | | | | | | | | | | | | | | | |
| | Total Return(a) | | | Ratios to Average Net Assets | | | Net Assets End of Year (000s Omitted) | |
Year Ended December 31, | | | Gross Operating Expenses | | | Net Operating Expenses | | | Net Investment Income | | |
2015 | | | (0.04 | )% | | | 0.07 | % | | | 0.07 | % | | | (0.03 | )% | | $ | 11,837,128 | |
2014 | | | (0.02 | )% | | | 0.07 | % | | | 0.07 | % | | | (0.02 | )% | | $ | 10,247,460 | |
2013 | | | 0.00 | %(b) | | | 0.07 | % | | | 0.07 | % | | | 0.00 | %(b) | | $ | 14,558,022 | |
2012 | | | 0.02 | % | | | 0.07 | % | | | 0.07 | % | | | 0.02 | % | | $ | 12,712,060 | |
2011 | | | (0.09 | )% | | | 0.07 | % | | | 0.07 | % | | | (0.03 | )%(c) | | $ | 12,094,364 | |
(a) | Results represent past performance and are not indicative of future results. |
(b) | Amount is less than 0.005%. |
(c) | Results reflect the effect of expense waivers. Without these waivers, net investment income would have been lower. |
See accompanying notes to financial statements.
31
State Street Master Funds
State Street Treasury Money Market Portfolio
Notes to Financial Statements
December 31, 2015
The State Street Master Funds (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company, and was organized as a business trust under the laws of the Commonwealth of Massachusetts on July 27, 1999. The Trust comprises five investment portfolios: State Street Equity 500 Index Portfolio, State Street Money Market Portfolio, State Street U.S. Government Money Market Portfolio, State Street Treasury Money Market Portfolio and State Street Treasury Plus Money Market Portfolio. Information presented in these financial statements pertains only to State Street Treasury Money Market Portfolio (the “Portfolio”). The Portfolio commenced operations on October 25, 2007.
The Portfolio is authorized to issue an unlimited number of non-transferable beneficial interests.
The Portfolio’s investment objective is to seek a high level of current income consistent with preserving principal and liquidity and the maintenance of a stable $1.00 per share net asset value.
Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown as this could involve future claims that may be made against the Trust that have not yet occurred.
2. | | Summary of Significant Accounting Policies |
The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements:
The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services Investment Companies (“ASC 946”).
Security valuation – The Portfolio’s securities are recorded on the basis of amortized cost which approximates fair value as permitted by Rule 2a-7 under the 1940 Act. This method values a security at its cost on the date of purchase and, thereafter, assumes a constant amortization to maturity of any premiums or accretion of any discounts. The Portfolio may value securities for which market quotations are not readily available at “fair value,” as determined in good faith pursuant to procedures established by the Board of Trustees of the Trust (the “Board.”) The Board has adopted procedures concerning securities valuation, under which an Oversight Committee (the “Committee”) makes determinations as to whether market quotations are not readily available or do not otherwise accurately reflect the fair value of the security. The Committee, or a subgroup thereof, subject to oversight by the Board, may use fair value pricing in a variety of circumstances, including but not limited to, situations when trading in a security has been suspended or halted. If amortized cost is determined not to approximate fair value, the value of the portfolio securities will be determined under procedures established by and under the general
32
State Street Master Funds
State Street Treasury Money Market Portfolio
Notes to Financial Statements — (continued)
December 31, 2015
supervision of the Committee. The Committee will assist in overseeing the comparison of amortized cost to market-based value. Fair value pricing involves subjective judgments and it is possible that the fair value determination for a security is materially different than the value that could be received on the sale of the security.
Because of the inherent uncertainties of valuation and under certain market conditions, the values reflected in the financial statements may differ from the value received upon actual sale of those investments and it is possible that the differences could be material.
The Portfolio values its assets and liabilities at fair value using a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements) when market prices are not readily available or reliable. The categorization of a value determined for an investment within the hierarchy is based upon the pricing transparency of the investment and is not necessarily an indication of the risk associated with investing in it.
The three levels of the fair value hierarchy are as follows:
| • | | Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; |
| • | | Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability (such as exchange rates, financing terms, interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market-corroborated inputs; and |
| • | | Level 3 – Unobservable inputs for the asset or liability, including the Committee’s assumptions used in determining the fair value of investments. |
Changes in valuation techniques may result in transfers in or out of an assigned level within the fair value hierarchy. Transfers between different levels of the fair value hierarchy are recognized at the end of the reporting period. The Portfolio had no transfers between levels for the year ended December 31, 2015. Unless otherwise indicated on the Schedule of Investments, the values of the securities of the Portfolio are determined based on Level 2 inputs.
Investment transactions and income recognition – Investment transactions are accounted for on trade date for financial reporting purposes. Interest income is recorded daily on an accrual basis and includes amortization of premium and accretion of discount on investments. Realized gains and losses from the sale or disposition of investments are determined using the identified cost method.
Expenses – Advisory fees and other expenses, which are directly identifiable to a specific portfolio, are applied to that portfolio within the Trust. Trustees’ fees and other expenses which cannot be attributed to a specific portfolio are allocated in such a manner as deemed equitable, taking into consideration the nature and type of expense and the relative net assets of the portfolios within the Trust.
33
State Street Master Funds
State Street Treasury Money Market Portfolio
Notes to Financial Statements — (continued)
December 31, 2015
Repurchase agreements – The Portfolio may enter into repurchase agreements under the terms of a master repurchase agreement. A repurchase agreement customarily obligates the seller at the time it sells securities to the Portfolio to repurchase the securities at a mutually agreed upon price and time. The total amount received by the Portfolio on repurchase is calculated to exceed the price paid by the Portfolio, reflecting an agreed-upon market rate of interest for the period of time to the settlement date, and is not necessarily related to the interest rate on the underlying securities. The underlying securities are ordinarily United States Government or Government Agency securities, but may consist of other securities. The value of the underlying securities, at the time of purchase and each subsequent business day, is required to be maintained at such a level that the value is equal to at least the principal amount of the repurchase price plus accrued interest. The use of repurchase agreements involves certain risks. Upon an event of default under the Master Repurchase Agreement, if the seller of securities under a repurchase agreement defaults on its obligation to repurchase the underlying securities (as a result of its bankruptcy or otherwise) the Portfolio will seek to dispose of such securities; this action could involve losses, costs or delays. In addition, the proceeds of any such disposition may be less than the amount the Portfolio is owed under the repurchase agreement. The Portfolio may enter into repurchase agreements maturing within a specified date with domestic dealers, banks and other financial institutions deemed to be creditworthy by SSGA FM, a subsidiary of State Street Corporation and an affiliate of State Street Bank and Trust Company (“State Street”).
Federal income taxes – The Portfolio is not required to pay federal income taxes on its net investment income and net capital gains because it is treated as a partnership for federal income tax purposes. All interest, gains and losses of the Portfolio are deemed to have been “passed through” to the Portfolio’s partners in proportion to their holdings in the Portfolio, regardless of whether such items have been distributed by the Portfolio. Each partner is responsible for tax liability based on its distributive share; therefore, no provision has been made for federal income taxes.
SSGA Funds Management, Inc. (“SSGA FM” or the “Adviser”) has reviewed the tax positions for open years as of December 31, 2015, and has determined that no provision for income tax is required in the Portfolio’s financial statements. The Portfolio’s federal tax returns for the past three years remain subject to examination by the Portfolio’s major tax jurisdictions, which include the United States of America and the Commonwealth of Massachusetts. The Portfolio recognizes interest and penalties, if any, related to tax liabilities as income tax expense in the Statement of Operations. No income tax returns are currently under examination. Management has analyzed tax laws and regulations and their applications to the Portfolio’s facts and circumstances and does not believe there are any uncertain tax positions that require recognition of a tax liability.
At December 31, 2015, the cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes.
The Trust has entered into an investment advisory agreement with the Adviser, under which the Adviser directs the investments of the Portfolio in accordance with its investment objectives, policies, and limitations. In compensation for the Adviser’s services as investment adviser, the Portfolio pays the Adviser a management fee at an annual rate of 0.05% of its average daily net assets.
34
State Street Master Funds
State Street Treasury Money Market Portfolio
Notes to Financial Statements — (continued)
December 31, 2015
Effective June 1, 2015, SSGA FM serves as administrator and State Street serves as sub-administrator. A fee is paid by the Portfolio for the administration, sub-administration, custody and transfer agency services SSGA FM and State Street provide. The annual fee is accrued daily and payable monthly at the following fee rate:
| | |
Asset Levels | | Annual percentage of average aggregate monthly net assets |
First $400 million | | 0.03% |
Next $15 billion | | 0.02% |
Thereafter | | 0.01% |
Minimum annual fee per Portfolio | | $150,000 |
The minimum fee will be calculated by multiplying the minimum per fund fee by the number of portfolios within the Trust to arrive at the total minimum fee. The greater of the asset based fee or the minimum fee will be charged to the portfolios. SSGA FM and State Street each receive a portion of the fee.
Prior to June 1, 2015, State Street served as administrator. The administration fees paid by the Portfolio were not changed as a result of the administrator and sub-administrator appointments as of June 1, 2015.
Independent Trustees are compensated on a calendar year basis. Any Trustee who is deemed to be an “interested person” (as defined in the 1940 Act) of the Trust does not receive compensation from the Trust for his or her service as a Trustee.
Each Independent Trustee receives for his or her services to the State Street Master Funds, State Street Institutional Investment Trust and SSGA Funds, a $141,500 annual base retainer in addition to $18,000 for each in-person meeting and $2,000 for each telephonic meeting from the Trust. The Co-Chairmen each receive an additional $44,000 annual retainer. The Independent Trustees are reimbursed for travel and other out-of-pocket expenses in connection with meeting attendance. Trustees’ fees and expenses are allocated among the Trusts and funds overseen by the Trustees in a manner deemed equitable taking into consideration the relative net assets of the funds, subject to a $15,000 minimum per fund. As of the date of this Shareholder Report, the Trustees were not paid pension or retirement benefits as part of the Trust’s expenses. However, the State Street Master Funds have, pursuant to an exemptive order from the SEC, implemented an optional deferred compensation plan by which the Independent Trustees may defer receipt of compensation and receive a return on the deferred amount determined with reference to the performance of shares of specified State Street Master Funds. As of the fiscal year ended December 31, 2015, none of the Independent Trustees participated in the optional deferred compensation program
The Trust’s officers are compensated by the Adviser and its affiliates.
35
State Street Master Funds
State Street Treasury Money Market Portfolio
Notes to Financial Statements — (continued)
December 31, 2015
5. | | Market, Credit and Counterparty Risk |
In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (counterparty risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations (credit risk). Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statement of Assets and Liabilities, less any collateral held by the Portfolio.
On July 23, 2014, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments to the governing rules for money market funds. The amendments require that, following a two-year implementation timeframe, institutional prime and institutional tax exempt money market funds adopt a floating net asset value. The rule changes also allow for certain liquidity-based redemption fees and gate, and include enhanced requirements for disclosure and stress testing. The degree to which a money market fund will be impacted by the rule amendments will depend upon the type of fund and type of investors (retail or institutional). At this time, management is evaluating the implications of these amendments and their impact to the Portfolio’s financial statements and accompanying notes.
Management has evaluated the impact of all subsequent events on the Portfolio through the date the financial statements were available to be issued and has determined that there were no subsequent events requiring adjustment or disclosure in the financial statements.
36
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Owners of Beneficial Interest of
State Street Master Funds:
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the State Street Treasury Money Market Portfolio (one of the portfolios constituting State Street Master Funds) (the “Portfolio”) as of December 31, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Portfolio’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the State Street Treasury Money Market Portfolio (one of the portfolios constituting State Street Master Funds) at December 31, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Boston, Massachusetts
February 26, 2016
37
State Street Master Funds
State Street Treasury Money Market Portfolio
Other Information
December 31, 2015 (Unaudited)
SHAREHOLDER EXPENSE EXAMPLE
As a shareholder of a fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including advisory and administration fees, among others. This example is intended to help you understand your ongoing costs (in dollars) of investing in a fund and to compare these costs with the ongoing costs of investing in other mutual funds. It is based on an investment of $1,000 made at the beginning of the period shown and held for the entire period from July 1, 2015 to December 31, 2015.
The table below illustrates your Portfolio’s costs in two ways:
| • | | Actual expenses. This section helps you to estimate the actual expenses that you paid over the period. The “Ending Account Value” shown is derived from the Portfolio’s actual return, and the third column shows the dollar amount that would have been paid by an investor who started with $1,000 in the Portfolio. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for the Portfolio under the heading “Expenses Paid During Period.” |
| • | | Hypothetical example for comparison purposes. This section is intended to help you compare your Portfolio’s costs with those of other mutual funds. It assumes that the Portfolio had a yearly return of 5% before expenses, but that the expense ratio is unchanged. In this case, because the return used is not the Portfolio’s actual return, the results do not apply to your investment. The example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess your Portfolio’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds. |
Six Months Ended December 31, 2015
| | | | | | | | | | | | |
| | Beginning Account Value July 1, 2015 | | | Ending Account Value December 31, 2015 | | | Expenses Paid During Period * | |
| | | |
Based on Actual Portfolio Return | | $ | 1,000.00 | | | $ | 999.80 | | | $ | 0.35 | |
| | | |
Based on Hypothetical (5% return before expenses) | | $ | 1,000.00 | | | $ | 1,024.85 | | | $ | 0.36 | |
* | The calculations are based on expenses incurred in the most recent six month period of the Portfolio. The Portfolio’s annualized expense ratio for the six months ended December 31, 2015 was 0.07%. |
| The dollar amounts shown as “Expenses Paid” are equal to the annualized expense ratio multiplied by the average account value over the period, multiplied by 184/365 (the most recent six month period). |
38
State Street Master Funds
State Street Treasury Money Market Portfolio
Shareholder Requests for Additional Information
December 31, 2015 (Unaudited)
Proxy Voting Policies and Procedures and Record
The Portfolio has adopted the proxy voting policies of the Adviser. A description of the policies and procedures that the Portfolio have adopted to determine how to vote proxies relating to portfolio securities are contained in the Portfolio’s Statement of Additional Information, which is available (i) without charge, upon request, by calling the Portfolio at 1-877-521-4083, (ii) on the U.S. Securities and Exchange Commission’s website at www.sec.gov, or (iii) at the U.S. Securities and Exchange Commission’s public reference room. Information on the operation of the public reference room may be obtained by calling 1-800-SEC-0330. Information regarding how the Portfolio voted proxies, if any, during the most recent 12-month period ended June 30 is available by August 31 of each year without charge (1) by calling 1-877-521-4083 (toll free), or (2) on the website of the Securities and Exchange Commission (“SEC”) at www.sec.gov.
Quarterly Portfolio Schedule
The Portfolio will file their complete schedules of investments with the U.S. Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. For the second and fourth quarters, the complete schedules of investments are available in the Portfolio’s semi-annual and annual financial statements. The Portfolio’s Form N-Q is available (i) without charge, upon request, by calling the Portfolio at 1-877-521-4083, (ii) on the Securities and Exchange Commission’s website at www.sec.gov, or (iii) at the Securities and Exchange Commission’s public reference room. Information on the operation of the public reference room may be obtained by calling 1-800-SEC-0330.
Monthly Portfolio Schedule
The Portfolio files its monthly portfolio holdings with the U.S. Securities and Exchange Commission on Form N-MFP. The SEC delays the public availability of the information filed on Form N-MFP for 60 days after the end of the reporting period included in the filing. The Portfolio’s Form N-MFP is available (i) on the U.S. Securities and Exchange Commission’s website at www.sec.gov, or (ii) at the Securities and Exchange Commission’s public reference room.
39
State Street Master Funds
State Street Treasury Money Market Portfolio
Disclosure of Information about Fund Trustees and Officers
December 31, 2015 (Unaudited)
| | | | | | | | | | |
Name, Address, and Year of Birth | | Position(s) Held With Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years and Relevant Experience | | Number of Funds in Fund Complex Overseen by Trustee | | Other Directorships Held by Trustee During Past Five Years |
Independent Trustees | | | | | | | | | | |
Michael F. Holland State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1944 | | Trustee and Co-Chairman of the Board | | Term: Indefinite Elected: 7/99 | | Chairman, Holland & Company L.L.C. (investment adviser) (1995 – present). | | 75 | | Director, the Holland Series Fund, Inc.; Director, The China Fund, Inc.; Director, The Taiwan Fund, Inc.; Director, Reaves Utility Income Fund, Inc.; and Director, Blackstone/GSO Loan Funds. |
Patrick J. Riley State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1948 | | Trustee and Co-Chairman of the Board | | Term: Indefinite Elected: 1/14 | | 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 plc); January 2009 to Present, Independent Director, SSGA Fixed Income plc; and January 2009 to Present, Independent Director, SSGA Qualified Funds PLC. | | 75 | | Board Director and Chairman, SPDR Europe 1PLC Board (2011 – Present); Board Director and Chairman, SPDR Europe II, PLC (2013 – Present). |
William L. Boyan State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1937 | | Trustee and Co-Chairman of the Valuation Committee | | Term: Indefinite Elected: 7/99 | | President and Chief Operations Officer, John Hancock Financial Services (1959 – 1999). Mr. Boyan retired in 1999. Chairman Emeritus, Children’s Hospital, Boston, MA (1984 – 2011); Former Trustee of Old Mutual South Africa Master Trust (investments) (1995 – 2008); Former Chairman, Boston Plan For Excellence, Boston Public Schools (1995 – 2010); Member of Advisory Board of Florida Atlantic University Lifelong Learning Society. | | 75 | | Former Trustee of Old Mutual South Africa Master Trust. |
40
State Street Master Funds
State Street Treasury Money Market Portfolio
Disclosure of Information about Fund Trustees and Officers — (continued)
December 31, 2015 (Unaudited)
| | | | | | | | | | |
Name, Address, and Year of Birth | | Position(s) Held With Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years and Relevant Experience | | Number of Funds in Fund Complex Overseen by Trustee | | Other Directorships Held by Trustee During Past Five Years |
Independent Trustees (continued) | | | | | | | | |
William L. Marshall State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1942 | | Trustee and Co-Chairman of the Audit Committee | | Term: Indefinite Elected: 1/14 | | April 2011 to Present, Chairman (until April 2011, Chief Executive Officer and President), Wm. L. Marshall Associates, Inc., Wm. L. Marshall Companies, Inc. and the Marshall Financial Group, Inc. (a registered investment adviser and provider of financial and related consulting services); Certified Financial Planner; Member, Financial Planners Association; 2015 to present, Board Member, The Doylestown Health Foundation Board. | | 75 | | Marshall Financial Group, Inc. |
Richard D. Shirk State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1945 | | Trustee and Co-Chairman of the Qualified Legal and Compliance Committee | | Term: Indefinite Elected: 1/14 | | 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); 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. | | 75 | | Board member, AeroCare Holdings (privately held healthcare services company) (February 2003 – Present); Board member, Regenesis Biomedical (health care services) (April 2012 – Present); Chairman (January 2014 – Present). |
Rina K. Spence State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1948 | | Trustee and Co-Chairman of the Qualified Legal and Compliance Committee and Co-Chairman of the Governance Committee | | Term: Indefinite Elected: 7/99 | | 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); Trustee, Eastern Enterprise (utilities) (1988 – 2000); Director, Berkshire Life Insurance Company of America (1993 – 2009); Honorary Consul for Monaco in Boston (2015 – present). | | 75 | | |
41
State Street Master Funds
State Street Treasury Money Market Portfolio
Disclosure of Information about Fund Trustees and Officers — (continued)
December 31, 2015 (Unaudited)
| | | | | | | | | | |
Name, Address, and Year of Birth | | Position(s) Held With Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years and Relevant Experience | | Number of Funds in Fund Complex Overseen by Trustee | | Other Directorships Held by Trustee During Past Five Years |
Independent Trustees (continued) | | | | | | | | |
Bruce D. Taber State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1943 | | Trustee and Co-Chairman of the Valuation Committee and Co-Chairman of the Governance Committee | | Term: Indefinite Elected: 1/14 | | 1999 to Present, Partner, Zenergy LLC (a technology company providing Computer Modeling and System Analysis to the General Electric Power Generation Division); Until December 2008, Independent Director, SSGA Cash Management Fund plc; Until December 2008, Independent Director, State Street Global Advisers Ireland, Ltd. (investment companies); and Until August 1994, President, Alonzo B. Reed, Inc., (a Boston architect-engineering firm). | | 75 | | |
Douglas T. Williams State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1940 | | Trustee and Co-Chairman of the Audit Committee | | Term: Indefinite Elected: 7/99 | | President, Oakmont Homeowners Association; President, Mariner Sands Chapel; Executive Vice President and member of Executive Committee, Chase Manhattan Bank (1987 – 1999); President, Boston Stock Exchange Depository Trust Company, 1981-1982; Treasurer, Nantucket Educational Trust, (2002 – 2007). | | 75 | | |
Interested Trustee(1) | | | | | | | | |
James E. Ross SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1965 | | Trustee | | Term: Indefinite Elected Trustee: 2/07 | | Chairman and Director, SSGA Funds Management, Inc. (2012 – present); President, SSGA Funds Management, Inc. (2005 – 2012); Executive Vice President and Senior Managing Director, State Street Global Advisors (2006 – present); and Principal, State Street Global Advisors (2006 – present). | | 290 | | Trustee, SPDR Series Trust; Trustee, SPDR Index Shares Funds; Trustee, Select Sector SPDR Trust; Trustee, SSGA Active Trust; and Trustee, SSGA Master Trust. |
(1) | Mr. Ross is an Interested Trustee because of his employment by SSGA Funds Management, Inc., an affiliate of the Trust. |
| | | | | | |
Name, Address, and Year of Birth | | Position(s) Held With Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years |
Officers: | | | | | | |
Ellen M. Needham SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1967 | | President | | Term: Indefinite Elected: 10/12 | | President and Director, SSGA Funds Management, Inc. (June 2012 – present); Chief Operating Officer, SSGA Funds Management, Inc. (May 2010 – June 2012); Senior Managing Director, SSGA Funds Management, Inc. (1992 – 2012) and Senior Managing Director, State Street Global Advisors (1992 – present).* |
42
State Street Master Funds
State Street Treasury Money Market Portfolio
Disclosure of Information about Fund Trustees and Officers — (continued)
December 31, 2015 (Unaudited)
| | | | | | |
Name, Address, and Year of Birth | | Position(s) Held With Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years |
Officers: (continued) | | | | | | |
Bruce S. Rosenberg SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1961 | | Treasurer | | Term: Indefinite Elected: 2/16 | | 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 Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1966 | | Vice President Deputy Treasurer | | Term: Indefinite Elected: 10/12 Term: Indefinite Elected: 2/16 | | Chief Operating Officer, SSGA Funds Management, Inc. (April 2014 – present); Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (2005 – present).* |
Chad C. Hallett SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1969 | | Deputy Treasurer | | Term: Indefinite Elected: 2/16 | | 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).* |
Sujata Upreti SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1974 | | Assistant Treasurer | | Term: Indefinite Elected: 2/16 | | Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (May 2015 – present); Assistant Director, Cambridge Associates, LLC (July 2014 – January 2015); Vice President, Bank of New York Mellon (July 2012 – August 2013); Manager, PricewaterhouseCoopers, LLP (September 2009 – July 2012). |
Daniel Foley SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1972 | | Assistant Treasurer | | Term: Indefinite Elected: 2/16 | | Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (April 2014 – present); Principal, State Street Global Advisors and SSGA Funds Management, Inc. (April 2007 – April 2014). |
Brian Harris SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1973 | | Chief Compliance Officer | | Term: Indefinite Elected: 11/13 | | Vice President, 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 (September 2010 to May 2013); Director of Compliance, AARP Financial Inc. (July 2008 to August 2010). |
Trevor Swanberg SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1979 | | Code of Ethics Compliance Officer | | Term: Indefinite Elected: 8/15 | | Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (January 2015 – Present); Senior Manager-Mutual Fund Compliance, ICMA-Retirement Corporation (December 2011 – January 2015); Assistant Vice President, J.P. Morgan (September 2007 – December 2011). |
Joshua A. Weinberg SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1978 | | Chief Legal Officer | | Term: Indefinite Elected: 2/15 | | Vice President and Managing Counsel, State Street Global Advisors (2011 – present); Clerk, SSGA Funds Management, Inc. (2013 – present); Associate, Financial Services Group, Dechert LLP (2006 – 2011). |
43
State Street Master Funds
State Street Treasury Money Market Portfolio
Disclosure of Information about Fund Trustees and Officers — (continued)
December 31, 2015
| | | | | | |
Name, Address, and Year of Birth | | Position(s) Held With Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years |
Officers: (continued) | | | | | | |
David K. James State Street Bank and Trust Company 100 Huntington Avenue, 3rd Floor Boston, MA 02116 YOB: 1970 | | Secretary | | Term: Indefinite Elected: 4/13 | | Managing Director and Managing Counsel, State Street Bank and Trust Company (2009 – present); Vice President and Counsel, PNC Global Investment Servicing (US), Inc. (2006 – 2009). |
Kristin Schantz State Street Bank and Trust Company 100 Huntington Avenue, 3rd Floor Boston, MA 02116 YOB: 1979 | | Assistant Secretary | | Term: Indefinite Elected: 2/14 | | Vice President and Counsel, State Street Bank and Trust Company (2013 – present); Vice President, Citi Fund Services Ohio, Inc. (2008 – 2013). |
* | Served in various capacities and/or with various affiliated entities during noted time period. |
44
Trustees
William L. Boyan
Michael F. Holland
William L. Marshall
Patrick J. Riley
James E. Ross
Richard D. Shirk
Rina K. Spence
Bruce D. Taber
Douglas T. Williams
Investment Adviser and Administrator
SSGA Funds Management, Inc.
State Street Financial Center
One Lincoln Street
Boston, MA 02111
Custodian, Sub-Administrator, and Transfer Agent
State Street Bank and Trust Company
State Street Financial Center
One Lincoln Street
Boston, MA 02111
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, MA 02116
Legal Counsel
Ropes & Gray LLP
800 Boylston Street
Boston, MA 02199
This report is for shareholder information. This is not a prospectus intended for use in the purchase or sale of shares of beneficial interest.
| | |
State Street Master Funds State Street Bank and Trust Company P.O. Box 5049 Boston, MA 02206 | | SSITINVAR IBG-18444 |
Annual Report
31 December 2015
State Street Master Funds
State Street Treasury Plus Money Market Portfolio

State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Annual Report
December 31, 2015
Table of Contents
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Portfolio Statistics (Unaudited)
| | | | |
Portfolio Composition* | | | December 31, 2015 | |
Treasury Debt | | | 70.7 | % |
Treasury Repurchase Agreements | | | 25.1 | |
Other Assets in Excess of Liabilities | | | 4.2 | |
Total | | | 100.0 | % |
| | | | |
Maturity Ladder* | | | December 31, 2015 | |
Overnight (1 Day) | | | 25.1 | % |
2-30 Days | | | 39.6 | |
31-60 Days | | | 13.5 | |
61-90 Days | | | 7.7 | |
Over 90 Days | | | 9.9 | |
Total | | | 95.8 | % |
Average days to maturity | | | 19 | |
Weighted average life | | | 57 | |
* | As a percentage of net assets as of the date indicated. The Portfolio’s composition will vary over time. |
See accompanying notes to financial statements.
25
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Schedule of Investments
December 31, 2015
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Market Value | |
| | | | | | | | | | | | | | | | | | | | |
TREASURY DEBT – 70.7% | |
U.S. Treasury Bill(a) | | | 0.003 | % | | | 01/07/2016 | | | | 01/07/2016 | | | $ | 60,300,000 | | | $ | 60,299,985 | |
U.S. Treasury Bill(a) | | | 0.050 | % | | | 01/07/2016 | | | | 01/07/2016 | | | | 21,000,000 | | | | 20,999,825 | |
U.S. Treasury Bill(a) | | | 0.055 | % | | | 01/07/2016 | | | | 01/07/2016 | | | | 11,000,000 | | | | 10,999,899 | |
U.S. Treasury Bill(a) | | | 0.060 | % | | | 01/07/2016 | | | | 01/07/2016 | | | | 31,000,000 | | | | 30,999,690 | |
U.S. Treasury Bill(a) | | | 0.061 | % | | | 01/07/2016 | | | | 01/07/2016 | | | | 9,000,000 | | | | 8,999,909 | |
U.S. Treasury Bill(a) | | | 0.235 | % | | | 01/07/2016 | | | | 01/07/2016 | | | | 125,000,000 | | | | 124,995,104 | |
U.S. Treasury Bill(a) | | | 0.000 | % | | | 01/14/2016 | | | | 01/14/2016 | | | | 32,000,000 | | | | 32,000,000 | |
U.S. Treasury Bill(a) | | | 0.001 | % | | | 01/14/2016 | | | | 01/14/2016 | | | | 8,000,000 | | | | 7,999,997 | |
U.S. Treasury Bill(a) | | | 0.020 | % | | | 01/14/2016 | | | | 01/14/2016 | | | | 20,000,000 | | | | 19,999,856 | |
U.S. Treasury Bill(a) | | | 0.065 | % | | | 01/14/2016 | | | | 01/14/2016 | | | | 7,000,000 | | | | 6,999,836 | |
U.S. Treasury Bill(a) | | | 0.070 | % | | | 01/14/2016 | | | | 01/14/2016 | | | | 41,000,000 | | | | 40,998,964 | |
U.S. Treasury Bill(a) | | | 0.072 | % | | | 01/14/2016 | | | | 01/14/2016 | | | | 7,000,000 | | | | 6,999,817 | |
U.S. Treasury Bill(a) | | | 0.075 | % | | | 01/14/2016 | | | | 01/14/2016 | | | | 20,000,000 | | | | 19,999,458 | |
U.S. Treasury Bill(a) | | | 0.205 | % | | | 01/14/2016 | | | | 01/14/2016 | | | | 25,000,000 | | | | 24,998,149 | |
U.S. Treasury Bill(a) | | | 0.010 | % | | | 01/21/2016 | | | | 01/21/2016 | | | | 10,000,000 | | | | 9,999,944 | |
U.S. Treasury Bill(a) | | | 0.015 | % | | | 01/21/2016 | | | | 01/21/2016 | | | | 50,000,000 | | | | 49,999,583 | |
U.S. Treasury Bill(a) | | | 0.195 | % | | | 01/21/2016 | | | | 01/21/2016 | | | | 67,000,000 | | | | 66,992,742 | |
U.S. Treasury Bill(a) | | | 0.020 | % | | | 01/28/2016 | | | | 01/28/2016 | | | | 50,000,000 | | | | 49,999,250 | |
U.S. Treasury Bill(a) | | | 0.170 | % | | | 01/28/2016 | | | | 01/28/2016 | | | | 75,000,000 | | | | 74,990,437 | |
U.S. Treasury Bill(a) | | | 0.115 | % | | | 02/04/2016 | | | | 02/04/2016 | | | | 26,100,000 | | | | 26,097,165 | |
U.S. Treasury Bill(a) | | | 0.117 | % | | | 02/04/2016 | | | | 02/04/2016 | | | | 3,900,000 | | | | 3,899,567 | |
U.S. Treasury Bill(a) | | | 0.135 | % | | | 02/11/2016 | | | | 02/11/2016 | | | | 20,000,000 | | | | 19,996,925 | |
U.S. Treasury Bill(a) | | | 0.145 | % | | | 02/18/2016 | | | | 02/18/2016 | | | | 25,000,000 | | | | 24,995,167 | |
U.S. Treasury Bill(a) | | | 0.140 | % | | | 02/25/2016 | | | | 02/25/2016 | | | | 24,000,000 | | | | 23,994,867 | |
U.S. Treasury Bill(a) | | | 0.215 | % | | | 03/03/2016 | | | | 03/03/2016 | | | | 30,000,000 | | | | 29,988,892 | |
U.S. Treasury Bill(a) | | | 0.268 | % | | | 03/10/2016 | | | | 03/10/2016 | | | | 12,000,000 | | | | 11,993,848 | |
U.S. Treasury Bill(a) | | | 0.280 | % | | | 03/10/2016 | | | | 03/10/2016 | | | | 18,000,000 | | | | 17,990,340 | |
U.S. Treasury Bill(a) | | | 0.280 | % | | | 03/17/2016 | | | | 03/17/2016 | | | | 50,000,000 | | | | 49,970,444 | |
U.S. Treasury Bill(a) | | | 0.245 | % | | | 03/24/2016 | | | | 03/24/2016 | | | | 11,000,000 | | | | 10,993,787 | |
U.S. Treasury Bill(a) | | | 0.250 | % | | | 03/24/2016 | | | | 03/24/2016 | | | | 14,000,000 | | | | 13,991,931 | |
U.S. Treasury Bill(a) | | | 0.250 | % | | | 03/31/2016 | | | | 03/31/2016 | | | | 5,000,000 | | | | 4,996,875 | |
U.S. Treasury Bill(a) | | | 0.260 | % | | | 03/31/2016 | | | | 03/31/2016 | | | | 10,000,000 | | | | 9,993,500 | |
U.S. Treasury Note(a) | | | 0.026 | % | | | 01/15/2016 | | | | 01/15/2016 | | | | 20,000,000 | | | | 20,002,658 | |
U.S. Treasury Note(b) | | | 0.305 | % | | | 01/01/2016 | | | | 01/31/2016 | | | | 87,000,000 | | | | 86,999,358 | |
U.S. Treasury Note(a) | | | 0.303 | % | | | 02/29/2016 | | | | 02/29/2016 | | | | 50,000,000 | | | | 49,995,663 | |
U.S. Treasury Note(b) | | | 0.329 | % | | | 01/01/2016 | | | | 04/30/2016 | | | | 34,500,000 | | | | 34,501,221 | |
U.S. Treasury Note(b) | | | 0.330 | % | | | 01/01/2016 | | | | 07/31/2016 | | | | 10,000,000 | | | | 10,000,735 | |
U.S. Treasury Note(b) | | | 0.313 | % | | | 01/01/2016 | | | | 10/31/2016 | | | | 25,000,000 | | | | 24,994,855 | |
U.S. Treasury Note(b) | | | 0.344 | % | | | 01/01/2016 | | | | 01/31/2017 | | | | 6,000,000 | | | | 5,999,604 | |
U.S. Treasury Note(b) | | | 0.320 | % | | | 01/01/2016 | | | | 04/30/2017 | | | | 4,000,000 | | | | 4,000,014 | |
U.S. Treasury Note(b) | | | 0.334 | % | | | 01/01/2016 | | | | 04/30/2017 | | | | 11,430,000 | | | | 11,430,040 | |
See accompanying notes to the financial statements.
26
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Schedule of Investments — (continued)
December 31, 2015
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Market Value | |
| | | | | | | | | | | | | | | | | | | | |
TREASURY DEBT – (continued) | |
U.S. Treasury Note(b) | | | 0.337 | % | | | 01/01/2016 | | | | 07/31/2017 | | | $ | 42,000,000 | | | $ | 41,980,285 | |
U.S. Treasury Note(b) | | | 0.428 | % | | | 01/01/2016 | | | | 10/31/2017 | | | | 25,000,000 | | | | 24,948,078 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL TREASURY DEBT | | | | 1,233,028,264 | |
| | | | | | | | | | | | | | | | | | | | |
TREASURY REPURCHASE AGREEMENTS – 25.1% | |
Agreement with Bank of America and Bank of New York Mellon (Tri-Party), dated 12/31/2015 (collateralized by a U.S. Treasury Note, 1.375% due 02/29/2020, valued at $10,200,037); expected proceeds $10,000,326 | | | 0.290 | % | | | 01/04/2016 | | | | 01/04/2016 | | | | 10,000,000 | | | | 10,000,000 | |
Agreement with BNP Paribas Securities Corp. and Bank of New York Mellon (Tri-Party), dated 12/31/2015 (collateralized by U.S. Treasury Bills, 0.000% –1.000% due 01/21/2016 – 12/31/2017, U.S. Treasury Bonds, 0.125% –4.500% due 04/15/2016 – 02/15/2036, a U.S. Treasury Inflation Index Bond, 2.125% due 02/15/2040, U.S. Treasury Notes, 2.500% –6.875% due 08/15/2023 – 11/15/2028, and U.S. Treasury Strips, 0.000% due 11/15/2016 – 11/15/2021, valued at $56,100,000); expected proceeds $55,001,772 | | | 0.290 | % | | | 01/04/2016 | | | | 01/04/2016 | | | | 55,000,000 | | | | 55,000,000 | |
Agreement with Citigroup Global Markets, Inc. and Bank of New York Mellon (Tri-Party), dated 12/31/2015 (collateralized by a U.S. Treasury Note, 2.000% due 09/30/2020, valued at $21,420,044); expected proceeds $21,000,747 | | | 0.320 | % | | | 01/04/2016 | | | | 01/04/2016 | | | | 21,000,000 | | | | 21,000,000 | |
Agreement with Credit Agricole Corporate and Investment Bank and Bank of New York Mellon (Tri-Party), dated 12/31/2015 (collateralized by a U.S. Treasury Bill, 0.000% due 01/07/2016, and U.S. Treasury Bonds, 0.125% due 04/15/2016 – 04/15/2020, valued at $113,220,056); expected proceeds $111,004,070 | | | 0.330 | % | | | 01/04/2016 | | | | 01/04/2016 | | | | 111,000,000 | | | | 111,000,000 | |
Agreement with Societe Generale and Bank of New York Mellon (Tri-Party), dated 12/31/2015 (collateralized by a U.S. Treasury Bond, 1.250% due 10/31/2018, a U.S. Treasury Note, 0.375% due 07/15/2023, and U.S. Treasury Strips, 0.000% due 05/15/2018 – 05/15/2023, valued at $71,400,090); expected proceeds $70,002,489 | | | 0.320 | % | | | 01/04/2016 | | | | 01/04/2016 | | | | 70,000,000 | | | | 70,000,000 | |
See accompanying notes to the financial statements.
27
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Schedule of Investments — (continued)
December 31, 2015
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Market Value | |
| | | | | | | | | | | | | | | | | | | | |
TREASURY REPURCHASE AGREEMENTS – (continued) | |
Agreement with TD Securities (USA) LLC and Bank of New York Mellon (Tri-Party), dated 12/31/2015 (collateralized by a U.S. Treasury Bond, 6.250% due 05/15/2030, and U.S. Treasury Notes, 0.500% –2.000% due 11/30/2016 – 02/28/2021, valued at $175,373,892); expected proceeds $171,935,113 | | | 0.320 | % | | | 01/04/2016 | | | | 01/04/2016 | | | $ | 171,929,000 | | | $ | 171,929,000 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL TREASURY REPURCHASE AGREEMENTS | | | | 438,929,000 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL INVESTMENTS(c)(d) – 95.8% | | | | 1,671,957,264 | |
OTHER ASSETS IN EXCESS OF LIABILITIES – 4.2% | | | | 72,856,538 | |
| | | | | | | | | | | | | | | | | | | | |
NET ASSETS – 100.0% | | | $ | 1,744,813,802 | |
| | | | | | | | | | | | | | | | | | | | |
(a) | Rate represents annualized yield at date of purchase. |
(b) | Variable Rate Security – Interest rate shown is rate in effect at December 31, 2015. |
(c) | Unless otherwise indicated, the values of the securities of the Portfolio are determined based on Level 2 inputs established by provisions surrounding fair value measurements and disclosures. (Note 2) |
(d) | Also represents the cost for federal tax purposes. |
See accompanying notes to the financial statements.
28
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Statement of Assets and Liabilities
December 31, 2015
| | | | |
Assets | | | | |
Investments at value and amortized cost (Note 2) | | $ | 1,233,028,264 | |
Repurchase Agreements, at value and cost (Note 2) | | | 438,929,000 | |
| | | | |
Total Investments | | | 1,671,957,264 | |
Cash | | | 72,833,570 | |
Interest receivable | | | 190,562 | |
Prepaid expenses and other assets | | | 3,896 | |
| | | | |
Total assets | | | 1,744,985,292 | |
Liabilities | |
Management fee payable (Note 3) | | | 79,110 | |
Professional fees payable | | | 39,795 | |
Administration and custody fees payable (Note 3) | | | 38,274 | |
Accrued expenses and other liabilities | | | 14,311 | |
| | | | |
Total liabilities | | | 171,490 | |
| | | | |
Net Assets | | $ | 1,744,813,802 | |
| | | | |
See accompanying notes to financial statements.
29
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Statement of Operations
Year Ended December 31, 2015
| | | | |
Investment Income | |
Interest | | $ | 1,081,476 | |
| | | | |
Expenses | |
Management fees (Note 3) | | | 896,030 | |
Administration and custody fees (Note 3) | | | 227,950 | |
Professional fees | | | 81,390 | |
Trustees’ fees (Note 4) | | | 33,999 | |
Printing fees | | | 7,097 | |
Other expenses | | | 83,087 | |
| | | | |
Total expenses | | | 1,329,553 | |
| | | | |
Net Investment Loss | | $ | (248,077 | ) |
| | | | |
Realized Gain (Loss) | |
Net realized gain on investments | | | 695 | |
| | | | |
Net Decrease in Net Assets Resulting from Operations | | $ | (247,382 | ) |
| | | | |
See accompanying notes to financial statements.
30
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Statements of Changes in Net Assets
| | | | | | | | |
| | Year Ended December 31, 2015 | | | Year Ended December 31, 2014 | |
Increase (Decrease) in Net Assets From Operations: | |
Net investment gain (loss) | | $ | (248,077 | ) | | $ | (507,397 | ) |
Net realized gain on investments | | | 695 | | | | – | |
| | | | | | | | |
Net decrease in net assets from operations | | | (247,382 | ) | | | (507,397 | ) |
| | | | | | | | |
Capital Transactions: | |
Contributions | | | 8,379,100,091 | | | | 12,046,302,272 | |
Withdrawals | | | (9,399,568,878 | ) | | | (12,033,281,777 | ) |
| | | | | | | | |
Net increase (decrease) in net assets from capital transactions | | | (1,020,468,787 | ) | | | 13,020,495 | |
| | | | | | | | |
Net Increase (Decrease) in Net Assets | | | (1,020,716,169 | ) | | | 12,513,098 | |
Net Assets | |
Beginning of year | | | 2,765,529,971 | | | | 2,753,016,873 | |
| | | | | | | | |
End of year | | $ | 1,744,813,802 | | | $ | 2,765,529,971 | |
| | | | | | | | |
See accompanying notes to financial statements.
31
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Financial Highlights
| | | | | | | | | | | | | | | | | | | | |
| | Total Return(a) | | | Ratios to Average Net Assets | | | Net Assets End of Year (000s Omitted) | |
Year Ended December 31, | | | Gross Operating Expenses | | | Net Operating Expenses | | | Net Investment Income | | |
2015 | | | (0.01 | )% | | | 0.07 | % | | | 0.07 | % | | | (0.01 | )% | | $ | 1,744,814 | |
2014 | | | (0.02 | )% | | | 0.07 | % | | | 0.07 | % | | | (0.02 | )% | | $ | 2,765,530 | |
2013 | | | 0.00 | %(b) | | | 0.07 | % | | | 0.07 | % | | | 0.00 | %(b) | | $ | 2,753,017 | |
2012 | | | 0.06 | % | | | 0.08 | % | | | 0.08 | % | | | 0.06 | % | | $ | 2,298,541 | |
2011 | | | 0.00 | %(b) | | | 0.08 | % | | | 0.08 | % | | | (0.01 | )%(c) | | $ | 1,361,158 | |
(a) | Results represent past performance and are not indicative of future results. |
(b) | Amount is less than 0.005%. |
(c) | Results reflect the effect of expense waivers. Without these waivers, net investment income would have been lower. |
See accompanying notes to financial statements.
32
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Notes to Financial Statements
December 31, 2015
The State Street Master Funds (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company, and was organized as a business trust under the laws of the Commonwealth of Massachusetts on July 27, 1999. The Trust comprises five investment portfolios: State Street Equity 500 Index Portfolio, State Street Money Market Portfolio, State Street U.S. Government Money Market Portfolio, State Street Treasury Money Market Portfolio and State Street Treasury Plus Money Market Portfolio. Information presented in these financial statements pertains only to State Street Treasury Plus Money Market Portfolio (the “Portfolio”). The Portfolio commenced operations on October 24, 2007.
The Portfolio is authorized to issue an unlimited number of non-transferable beneficial interests.
The Portfolio’s investment objective is to seek a high level of current income consistent with preserving principal and liquidity and the maintenance of a stable $1.00 per share net asset value.
Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown as this could involve future claims that may be made against the Trust that have not yet occurred.
2. | | Summary of Significant Accounting Policies |
The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements:
The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services Investment Companies (“ASC 946”).
Security valuation – The Portfolio’s securities are recorded on the basis of amortized cost which approximates fair value as permitted by Rule 2a-7 under the 1940 Act. This method values a security at its cost on the date of purchase and, thereafter, assumes a constant amortization to maturity of any premiums or accretion of any discounts. The Portfolio may value securities for which market quotations are not readily available at “fair value,” as determined in good faith pursuant to procedures established by the Board of Trustees of the Trust (the “Board”). The Board has adopted procedures concerning securities valuation, under which an Oversight Committee (the “Committee”) makes determinations as to whether market quotations are not readily available or do not otherwise accurately reflect the fair value of the security. The Committee, or a subgroup thereof, subject to oversight by the Board, may use fair value pricing in a variety of circumstances, including but not limited to, situations when trading in a security has been suspended or halted. If amortized cost is determined not to approximate fair value, the value of the portfolio securities will be determined under procedures established by and under the
33
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Notes to Financial Statements — (continued)
December 31, 2015
general supervision of the Committee. The Committee will assist in overseeing the comparison of amortized cost to market-based value. Fair value pricing involves subjective judgments and it is possible that the fair value determination for a security is materially different than the value that could be received on the sale of the security.
Because of the inherent uncertainties of valuation and under certain market conditions, the values reflected in the financial statements may differ from the value received upon actual sale of those investments and it is possible that the differences could be material.
The Portfolio values its assets and liabilities at fair value using a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements) when market prices are not readily available or reliable. The categorization of a value determined for an investment within the hierarchy is based upon the pricing transparency of the investment and is not necessarily an indication of the risk associated with investing in it.
The three levels of the fair value hierarchy are as follows:
| • | | Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; |
| • | | Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability (such as exchange rates, financing terms, interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market-corroborated inputs; and |
| • | | Level 3 – Unobservable inputs for the asset or liability, including the Committee’s assumptions used in determining the fair value of investments. |
Changes in valuation techniques may result in transfers in or out of an assigned level within the fair value hierarchy. Transfers between different levels of the fair value hierarchy are recognized at the end of the reporting period. The Portfolio had no transfers between levels for the year ended December 31, 2015. Unless otherwise indicated on the Schedule of Investments, the values of the securities of the Portfolio are determined based on Level 2 inputs.
Investment transactions and income recognition – Investment transactions are accounted for on trade date for financial reporting purposes. Interest income is recorded daily on an accrual basis and includes amortization of premium and accretion of discount on investments. Realized gains and losses from the sale or disposition of investments are determined using the identified cost method.
Expenses – Advisory fees and other expenses, which are directly identifiable to a specific portfolio, are applied to that portfolio within the Trust. Trustees’ fees and other expenses which cannot be attributed to a specific portfolio are allocated in such a manner as deemed equitable, taking into consideration the nature and type of expense and the relative net assets of the portfolios within the Trust.
34
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Notes to Financial Statements — (continued)
December 31, 2015
Repurchase agreements – The Portfolio may enter into repurchase agreements under the terms of a master repurchase agreement. A repurchase agreement customarily obligates the seller at the time it sells securities to the Portfolio to repurchase the securities at a mutually agreed upon price and time. The total amount received by the Portfolio on repurchase is calculated to exceed the price paid by the Portfolio, reflecting an agreed-upon market rate of interest for the period of time to the settlement date, and is not necessarily related to the interest rate on the underlying securities. The underlying securities are ordinarily United States Government or Government Agency securities, but may consist of other securities. The value of the underlying securities, at the time of purchase and each subsequent business day, is required to be maintained at such a level that the value is equal to at least the principal amount of the repurchase price plus accrued interest. The use of repurchase agreements involves certain risks. Upon an event of default under the Master Repurchase Agreement, if the seller of securities under a repurchase agreement defaults on its obligation to repurchase the underlying securities (as a result of its bankruptcy or otherwise) the Portfolio will seek to dispose of such securities; this action could involve losses, costs or delays. In addition, the proceeds of any such disposition may be less than the amount the Portfolio is owed under the repurchase agreement. The Portfolio may enter into repurchase agreements maturing within a specified date with domestic dealers, banks and other financial institutions deemed to be creditworthy by SSGA FM, a subsidiary of State Street Corporation and an affiliate of State Street Bank and Trust Company (“State Street”).
Federal income taxes – The Portfolio is not required to pay federal income taxes on its net investment income and net capital gains because it is treated as a partnership for federal income tax purposes. All interest, gains and losses of the Portfolio are deemed to have been “passed through” to the Portfolio’s partners in proportion to their holdings in the Portfolio, regardless of whether such items have been distributed by the Portfolio. Each partner is responsible for tax liability based on its distributive share; therefore, no provision has been made for federal income taxes.
SSGA Funds Management, Inc. (“SSGA FM” or the “Adviser”) has reviewed the tax positions for open years as of December 31, 2015, and has determined that no provision for income tax is required in the Portfolio’s financial statements. The Portfolio’s federal tax returns for the past three years remain subject to examination by the Portfolio’s major tax jurisdictions, which include the United States of America and the Commonwealth of Massachusetts. The Portfolio recognizes interest and penalties, if any, related to tax liabilities as income tax expense in the Statement of Operations. No income tax returns are currently under examination. Management has analyzed tax laws and regulations and their applications to the Portfolio’s facts and circumstances and does not believe there are any uncertain tax positions that require recognition of a tax liability.
At December 31, 2015, the cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes.
The Trust has entered into an investment advisory agreement with the Adviser, under which the Adviser directs the investments of the Portfolio in accordance with its investment objectives, policies, and limitations. In compensation for the Adviser’s services as investment adviser, the Portfolio pays the Adviser a management fee at an annual rate of 0.05% of its average daily net assets.
35
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Notes to Financial Statements — (continued)
December 31, 2015
Effective June 1, 2015, SSGA FM serves as administrator and State Street serves as sub-administrator. A fee is paid by the Portfolio for the administration, sub-administration, custody and transfer agency services SSGA FM and State Street provide. The annual fee is accrued daily and payable monthly at the following fee rate:
| | |
Asset Levels | | Annual percentage of average aggregate monthly net assets |
First $400 million | | 0.03% |
Next $15 billion | | 0.02% |
Thereafter | | 0.01% |
Minimum annual fee per Portfolio | | $150,000 |
The minimum fee will be calculated by multiplying the minimum per fund fee by the number of portfolios within the Trust to arrive at the total minimum fee. The greater of the asset based fee or the minimum fee will be charged to the portfolios. SSGA FM and State Street each receive a portion of the fee.
Prior to June 1, 2015, State Street served as administrator. The administration fees paid by the Portfolio were not changed as a result of the administrator and sub-administrator appointments as of June 1, 2015.
Independent Trustees are compensated on a calendar year basis. Any Trustee who is deemed to be an “interested person” (as defined in the 1940 Act) of the Trust does not receive compensation from the Trust for his or her service as a Trustee.
Each Independent Trustee receives for his or her services to the State Street Master Funds, State Street Institutional Investment Trust and SSGA Funds, a $141,500 annual base retainer in addition to $18,000 for each in-person meeting and $2,000 for each telephonic meeting from the Trust. The Co-Chairmen each receive an additional $44,000 annual retainer. The Independent Trustees are reimbursed for travel and other out-of-pocket expenses in connection with meeting attendance. Trustees’ fees and expenses are allocated among the Trusts and funds overseen by the Trustees in a manner deemed equitable taking into consideration the relative net assets of the funds, subject to a $15,000 minimum per fund. As of the date of this Shareholder Report, the Trustees were not paid pension or retirement benefits as part of the Trust’s expenses. However, the State Street Master Funds have, pursuant to an exemptive order from the SEC, implemented an optional deferred compensation plan by which the Independent Trustees may defer receipt of compensation and receive a return on the deferred amount determined with reference to the performance of shares of specified State Street Master Funds. As of the fiscal year ended December 31, 2015, none of the Independent Trustees participated in the optional deferred compensation program
The Trust’s officers are compensated by the Adviser and its affiliates.
36
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Notes to Financial Statements — (continued)
December 31, 2015
5. | | Market, Credit and Counterparty Risk |
In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the other party to a transaction to perform (counterparty risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations (credit risk). Similar to credit risk, the Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. Financial assets, which potentially expose the Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to credit and counterparty risks in respect to these financial assets approximates their value as recorded in the Portfolio’s Statement of Assets and Liabilities, less any collateral held by the Portfolio.
On July 23, 2014, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments to the governing rules for money market funds. The amendments require that, following a two-year implementation timeframe, institutional prime and institutional tax exempt money market funds adopt a floating net asset value. The rule changes also allow for certain liquidity-based redemption fees and gate, and include enhanced requirements for disclosure and stress testing. The degree to which a money market fund will be impacted by the rule amendments will depend upon the type of fund and type of investors (retail or institutional). At this time, management is evaluating the implications of these amendments and their impact to the Portfolio’s financial statements and accompanying notes.
Management has evaluated the impact of all subsequent events on the Portfolio through the date the financial statements were available to be issued and has determined that there were no subsequent events requiring adjustment or disclosure in the financial statements.
37
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Owners of Beneficial Interest of
State Street Master Funds:
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the State Street Treasury Plus Money Market Portfolio (one of the portfolios constituting State Street Master Funds) (the “Portfolio”) as of December 31, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Portfolio’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the State Street Treasury Plus Money Market Portfolio (one of the portfolios constituting State Street Master Funds) at December 31, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Boston, Massachusetts
February 26, 2016
38
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Other Information
December 31, 2015 (Unaudited)
SHAREHOLDER EXPENSE EXAMPLE
As a shareholder of a fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including advisory and administration fees, among others. This example is intended to help you understand your ongoing costs (in dollars) of investing in a fund and to compare these costs with the ongoing costs of investing in other mutual funds. It is based on an investment of $1,000 made at the beginning of the period shown and held for the entire period from July 1, 2015 to December 31, 2015.
The table below illustrates your Portfolio’s costs in two ways:
| • | | Actual expenses. This section helps you to estimate the actual expenses that you paid over the period. The “Ending Account Value” shown is derived from the Portfolio’s actual return, and the third column shows the dollar amount that would have been paid by an investor who started with $1,000 in the Portfolio. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for the Portfolio under the heading “Expenses Paid During Period.” |
| • | | Hypothetical example for comparison purposes. This section is intended to help you compare your Portfolio’s costs with those of other mutual funds. It assumes that the Portfolio had a yearly return of 5% before expenses, but that the expense ratio is unchanged. In this case, because the return used is not the Portfolio’s actual return, the results do not apply to your investment. The example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess your Portfolio’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds. |
Six Months Ended December 31, 2015
| | | | | | | | | | | | |
| | Beginning Account Value July 1, 2015 | | | Ending Account Value December 31, 2015 | | | Expenses Paid During Period * | |
| | | |
Based on Actual Portfolio Return | | $ | 1,000.00 | | | $ | 1,000.00 | | | $ | 0.40 | |
| | | |
Based on Hypothetical (5% return before expenses) | | $ | 1,000.00 | | | $ | 1,024.80 | | | $ | 0.41 | |
* | The calculations are based on expenses incurred in the most recent six month period of the Portfolio. The Portfolio’s annualized expense ratio for the six months ended December 31, 2015 was 0.07%. |
| The dollar amounts shown as “Expenses Paid” are equal to the annualized expense ratio multiplied by the average account value over the period, multiplied by 184/365 (the most recent six month period). |
39
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Shareholder Requests for Additional Information
December 31, 2015 (Unaudited)
Proxy Voting Policies and Procedures and Record
The Portfolio has adopted the proxy voting policies of the Adviser. A description of the policies and procedures that the Portfolio have adopted to determine how to vote proxies relating to portfolio securities are contained in the Portfolio’s Statement of Additional Information, which is available (i) without charge, upon request, by calling the Portfolio at 1-877-521-4083, (ii) on the U.S. Securities and Exchange Commission’s website at www.sec.gov, or (iii) at the U.S. Securities and Exchange Commission’s public reference room. Information on the operation of the public reference room may be obtained by calling 1-800-SEC-0330. Information regarding how the Portfolio voted proxies, if any, during the most recent 12-month period ended June 30 is available by August 31 of each year without charge (1) by calling 1-877-521-4083 (toll free), or (2) on the website of the Securities and Exchange Commission (“SEC”) at www.sec.gov.
Quarterly Portfolio Schedule
The Portfolio will file their complete schedules of investments with the U.S. Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. For the second and fourth quarters, the complete schedules of investments are available in the Portfolio’s semi-annual and annual financial statements. The Portfolio’s Form N-Q is available (i) without charge, upon request, by calling the Portfolio at 1-877-521-4083, (ii) on the Securities and Exchange Commission’s website at www.sec.gov, or (iii) at the Securities and Exchange Commission’s public reference room. Information on the operation of the public reference room may be obtained by calling 1-800-SEC-0330.
Monthly Portfolio Schedule
The Portfolio files its monthly portfolio holdings with the U.S. Securities and Exchange Commission on Form N-MFP. The SEC delays the public availability of the information filed on Form N-MFP for 60 days after the end of the reporting period included in the filing. The Portfolio’s Form N-MFP is available (i) on the U.S. Securities and Exchange Commission’s website at www.sec.gov, or (ii) at the Securities and Exchange Commission’s public reference room.
40
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Disclosure of Information about Fund Trustees and Officers
December 31, 2015 (Unaudited)
| | | | | | | | | | |
Name, Address, and Year of Birth | | Position(s) Held with Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years and Relevant Experience | | Number of Funds in Fund Complex Overseen by Trustee | | Other Directorships Held by Trustee During Past Five Years |
Independent Trustees |
Michael F. Holland State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1944 | | Trustee and Co-Chairman of the Board | | Term: Indefinite Elected: 7/99 | | Chairman, Holland & Company L.L.C. (investment adviser) (1995 – present). | | 75 | | Director, the Holland Series Fund, Inc.; Director, The China Fund, Inc.; Director, The Taiwan Fund, Inc.; Director, Reaves Utility Income Fund, Inc.; and Director, Blackstone/GSO Loan Funds. |
Patrick J. Riley State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1948 | | Trustee and Co-Chairman of the Board | | Term: Indefinite Elected:1/14 | | 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 plc); January 2009 to Present, Independent Director, SSGA Fixed Income plc; and January 2009 to Present, Independent Director, SSGA Qualified Funds PLC. | | 75 | | Board Director and Chairman, SPDR Europe 1PLC Board (2011 – Present); Board Director and Chairman, SPDR Europe II, PLC (2013 – Present). |
William L. Boyan State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1937 | | Trustee and Co-Chairman of the Valuation Committee | | Term: Indefinite Elected: 7/99 | | President and Chief Operations Officer, John Hancock Financial Services (1959 – 1999). Mr. Boyan retired in 1999. Chairman Emeritus, Children’s Hospital, Boston, MA (1984 – 2011); Former Trustee of Old Mutual South Africa Master Trust (investments) (1995 – 2008); Former Chairman, Boston Plan For Excellence, Boston Public Schools (1995 – 2010); Member of Advisory Board of Florida Atlantic University Lifelong Learning Society. | | 75 | | Former Trustee of Old Mutual South Africa Master Trust. |
41
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Disclosure of Information about Fund Trustees and Officers — (continued)
December 31, 2015 (Unaudited)
| | | | | | | | | | |
Name, Address, and Year of Birth | | Position(s) Held with Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years and Relevant Experience | | Number of Funds in Fund Complex Overseen by Trustee | | Other Directorships Held by Trustee During Past Five Years |
Independent Trustees (continued) |
William L. Marshall State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1942 | | Trustee and Co-Chairman of the Audit Committee | | Term: Indefinite Elected: 1/14 | | April 2011 to Present, Chairman (until April 2011, Chief Executive Officer and President), Wm. L. Marshall Associates, Inc., Wm. L. Marshall Companies, Inc. and the Marshall Financial Group, Inc. (a registered investment adviser and provider of financial and related consulting services); Certified Financial Planner; Member, Financial Planners Association; 2015 to present, Board Member, The Doylestown Health Foundation Board. | | 75 | | Marshall Financial Group, Inc. |
Richard D. Shirk State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1945 | | Trustee and Co-Chairman of the Qualified Legal and Compliance Committee | | Term: Indefinite Elected: 1/14 | | 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); 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. | | 75 | | Board member, AeroCare Holdings (privately held healthcare services company) (February 2003 – Present); Board member, Regenesis Biomedical (health care services) (April 2012 – Present); Chairman (January 2014 – Present). |
Rina K. Spence State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1948 | | Trustee and Co-Chairman of the Qualified Legal and Compliance Committee and Co-Chairman of the Governance Committee | | Term: Indefinite Elected: 7/99 | | 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); Trustee, Eastern Enterprise (utilities) (1988 – 2000); Director, Berkshire Life Insurance Company of America (1993 – 2009); Honorary Consul for Monaco in Boston (2015 – present). | | 75 | | |
42
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Disclosure of Information about Fund Trustees and Officers — (continued)
December 31, 2015 (Unaudited)
| | | | | | | | | | |
Name, Address, and Year of Birth | | Position(s) Held with Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years and Relevant Experience | | Number of Funds in Fund Complex Overseen by Trustee | | Other Directorships Held by Trustee During Past Five Years |
Independent Trustees (continued) |
Bruce D. Taber State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1943 | | Trustee and Co-Chairman of the Valuation Committee and Co-Chairman of the Governance Committee | | Term: Indefinite Elected: 1/14 | | 1999 to Present, Partner, Zenergy LLC (a technology company providing Computer Modeling and System Analysis to the General Electric Power Generation Division); Until December 2008, Independent Director, SSGA Cash Management Fund plc; Until December 2008, Independent Director, State Street Global Advisers Ireland, Ltd. (investment companies); and Until August 1994, President, Alonzo B. Reed, Inc., (a Boston architect-engineering firm). | | 75 | | |
Douglas T. Williams State Street Bank and Trust Company 100 Huntington Avenue, CPH 0326 Boston, MA 02116 YOB: 1940 | | Trustee and Co-Chairman of the Audit Committee | | Term: Indefinite Elected: 7/99 | | President, Oakmont Homeowners Association; President, Mariner Sands Chapel; Executive Vice President and member of Executive Committee, Chase Manhattan Bank (1987 – 1999); President, Boston Stock Exchange Depository Trust Company, 1981 – 1982; Treasurer, Nantucket Educational Trust, (2002 – 2007). | | 75 | | |
| |
Interested Trustee(1) | | |
James E. Ross SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1965 | | Trustee | | Term: Indefinite Elected Trustee: 2/07 | | Chairman and Director, SSGA Funds Management, Inc. (2012 – present); President, SSGA Funds Management, Inc. (2005 – 2012); Executive Vice President and Senior Managing Director, State Street Global Advisors (2006 – present); and Principal, State Street Global Advisors (2006 – present). | | 290 | | Trustee, SPDR Series Trust; Trustee, SPDR Index Shares Funds; Trustee, Select Sector SPDR Trust; Trustee, SSGA Active Trust; and Trustee, SSGA Master Trust. |
(1) | Mr. Ross is an Interested Trustee because of his employment by SSGA Funds Management, Inc., an affiliate of the Trust. |
| | | | | | |
Name, Address, and Year of Birth | | Position(s) Held With Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years |
Officers: | | | | | | |
Ellen M. Needham SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1967 | | President | | Term: Indefinite Elected: 10/12 | | President and Director, SSGA Funds Management, Inc. (June 2012 – present); Chief Operating Officer, SSGA Funds Management, Inc. (May 2010 – June 2012); Senior Managing Director, SSGA Funds Management, Inc. (1992 – 2012) and Senior Managing Director, State Street Global Advisors (1992 – present).* |
43
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Disclosure of Information about Fund Trustees and Officers — (continued)
December 31, 2015 (Unaudited)
| | | | | | |
Name, Address, and Year of Birth | | Position(s) Held With Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years |
Officers: (continued) | | | | | | |
Bruce S. Rosenberg SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1961 | | Treasurer | | Term: Indefinite Elected: 2/16 | | 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 Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1966 | | Vice President Deputy Treasurer | | Term: Indefinite Elected: 10/12 Term: Indefinite Elected: 2/16 | | Chief Operating Officer, SSGA Funds Management, Inc. (April 2014 – present); Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (2005 – present).* |
Chad C. Hallett SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1969 | | Deputy Treasurer | | Term: Indefinite Elected: 2/16 | | 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).* |
Sujata Upreti SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1974 | | Assistant Treasurer | | Term: Indefinite Elected: 2/16 | | Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (May 2015 – present); Assistant Director, Cambridge Associates, LLC (July 2014 – January 2015); Vice President, Bank of New York Mellon (July 2012 – August 2013); Manager, PricewaterhouseCoopers, LLP (September 2009 – July 2012). |
Daniel Foley SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1972 | | Assistant Treasurer | | Term: Indefinite Elected: 2/16 | | Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (April 2014 – present); Principal, State Street Global Advisors and SSGA Funds Management, Inc. (April 2007 – April 2014). |
Brian Harris SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1973 | | Chief Compliance Officer | | Term: Indefinite Elected: 11/13 | | Vice President, 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 (September 2010 to May 2013); Director of Compliance, AARP Financial Inc. (July 2008 to August 2010). |
Trevor Swanberg SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1979 | | Code of Ethics Compliance Officer | | Term: Indefinite Elected:8/15 | | Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (January 2015 – Present); Senior Manager – Mutual Fund Compliance, ICMA-Retirement Corporation (December 2011 – January 2015); Assistant Vice President, J.P. Morgan (September 2007 – December 2011). |
Joshua A. Weinberg SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1978 | | Chief Legal Officer | | Term: Indefinite Elected: 2/15 | | Vice President and Managing Counsel, State Street Global Advisors (2011 – present); Clerk, SSGA Funds Management, Inc. (2013 – present); Associate, Financial Services Group, Dechert LLP (2006 – 2011). |
44
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Disclosure of Information about Fund Trustees and Officers — (continued)
December 31, 2015
| | | | | | |
Name, Address, and Year of Birth | | Position(s) Held With Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years |
Officers: (continued) | | | | | | |
David K. James State Street Bank and Trust Company 100 Huntington Avenue, 3rd Floor Boston, MA 02116 YOB: 1970 | | Secretary | | Term: Indefinite Elected: 4/13 | | Managing Director and Managing Counsel, State Street Bank and Trust Company (2009 – present); Vice President and Counsel, PNC Global Investment Servicing (US), Inc. (2006 – 2009). |
Kristin Schantz State Street Bank and Trust Company 100 Huntington Avenue, 3rd Floor Boston, MA 02116 YOB: 1979 | | Assistant Secretary | | Term: Indefinite Elected: 2/14 | | Vice President and Counsel, State Street Bank and Trust Company (2013 – present); Vice President, Citi Fund Services Ohio, Inc. (2008 – 2013). |
* | Served in various capacities and/or with various affiliated entities during noted time period. |
45
Trustees
William L. Boyan
Michael F. Holland
William L. Marshall
Patrick J. Riley
James E. Ross
Richard D. Shirk
Rina K. Spence
Bruce D. Taber
Douglas T. Williams
Investment Adviser and Administrator
SSGA Funds Management, Inc.
State Street Financial Center
One Lincoln Street
Boston, MA 02111
Custodian, Sub-Administrator and Transfer Agent
State Street Bank and Trust Company
State Street Financial Center
One Lincoln Street
Boston, MA 02111
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, MA 02116
Legal Counsel
Ropes & Gray LLP
800 Boylston Street
Boston, MA 02199
This report is for shareholder information. This is not a prospectus intended for use in the purchase or sale of shares of beneficial interest.
| | |
State Street Master Funds State Street Bank and Trust Company P.O. Box 5049 Boston, MA 02206 | | SSITINVAR IBG-18445 |
As of the end of the period covered by this report, State Street Master Funds (the “Trust” or “Registrant”) has adopted a code of ethics, as defined in Item 2(b) of Form N-CSR, that applies to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party (the “Code”). That Code comprises written standards that are reasonably designed to deter wrongdoing and to promote: (1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (2) full, fair, accurate, timely and understandable disclosure in reports and documents that a Registrant files with, or submits to, the U.S. Securities Exchange Commission (the “SEC”) and in other public communications made by a Registrant; (3) compliance with applicable laws and governmental rules and regulations; (4) the prompt internal reporting to an appropriate person or persons identified in the Code of violations of the Code; and (5) accountability for adherence to the Code. As of the end of the period covered by the report, the Code was combined with other mutual funds advised by SSGA Funds Management, Inc. (“SSGA FM”). The Registrant has not granted any waivers from any provisions of the Code during the covered period. A copy of the Registrant’s Code is filed as Exhibit 12(a)(1) to this Form N-CSR.
Item 3. | Audit Committee Financial Expert. |
The Trust’s Board of Trustees (the “Board”) has determined that the Trust has the following “audit committee financial experts” as defined in Item 3(b) of Form N-CSR serving on its Audit Committee: Messrs. Michael F. Holland, William L. Boyan and Mr. Richard D. Shirk. Each of the audit committee financial experts is “independent” as that term is defined in Item 3(a)(2) of Form N-CSR.
An “audit committee financial expert” is not an “expert” for any purpose, including for purposes of Section 11 of the Securities Act of 1933, as a result of being designated as an “audit committee financial expert.” Further, the designation of a person as an “audit committee financial expert” does not mean that the person has any greater duties, obligations, or liability than those imposed on the person without the “audit committee financial expert” designation. Similarly, the designation of a person as an “audit committee financial expert” does not affect the duties, obligations, or liability of any other member of the Audit Committee or Board of Trustees.
Item 4. | Principal Accountant Fees and Services. |
For the fiscal years ended December 31, 2015 and December 31, 2014, the aggregate audit fees billed for professional services rendered by Ernst & Young LLP (“E&Y”), the Trust’s principal accountant, for the audit of the Trust’s annual financial statements or services normally provided by E&Y in connection with the Trust’s statutory and regulatory filings and engagements were $177,600 and $177,600, respectively.
For the fiscal years ended December 31, 2015 and December 31, 2014, there were no fees for assurance and related services by E&Y reasonably related to the performance of the audit of the Trust’s financial statements that were not reported under paragraph (a) of this Item.
The aggregate tax fees billed for professional services rendered by E&Y for tax compliance, tax advice, and tax planning in the form of preparation of excise filings and income tax returns for the last two fiscal years ended December 31, 2015 and December 31, 2014 were $39,578 and $39,578, respectively.
For the fiscal years ended December 31, 2015 and December 31, 2014, there were no fees billed for professional services rendered by E&Y for products and services provided by E&Y to the Trust, other than the services reported in paragraphs (a) through (c).
For the fiscal years ended December 31, 2015 and December 31, 2014, the aggregate fees for professional services rendered by E&Y for products and services provided by E&Y to SSGA Funds Management, Inc. (the “Adviser”) and any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to the Trust that (i) relate directly to the operations and financial reporting of the Trust and (ii) were pre-approved by the Trust’s audit committee were approximately $8,024,882 and $7,886,395, respectively.
| (e)(1) | Audit Committee Pre-Approval Policies and Procedures |
The Trust’s Audit Committee Charter states the following with respect to pre-approval procedures:
The Audit Committee shall have the following duties and powers:
| • | | To pre-approve engagements by a Trust’s independent auditor for non-audit services to be rendered to the Fund’s investment adviser (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Fund, if the engagement relates directly to the operations and financial reporting of the Fund; |
| • | | To establish, if deemed necessary or appropriate as an alternative to Audit Committee pre-approval of services to be provided by the independent auditor as required by paragraph (b) above, policies and procedures to permit such services to be pre-approved by other means, such as by action of a designated member or members of the Audit Committee, subject to the requirement that the decision of any member to whom authority is delegated to pre-approve an activity shall be presented to the full Audit Committee at its next scheduled meeting; |
Alternate Pre-Approval Procedure:
| • | | The Chairperson, or a Co-Chairperson, of the Audit Committee is authorized to pre-approve any engagement involving the Trust’s independent auditors to the same extent as the Audit Committee. Any pre-approval decision by the Chairperson, or a Co-Chairperson, under the foregoing authority shall be presented to the Audit Committee at its next scheduled meeting. |
| (e)(2) | Percentages of Services |
None of the services described in paragraphs (b) through (d) of this Item were performed in reliance on paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X during the period of time for which such rule was effective.
| (g) | Total Fees Paid By Adviser and Certain Affiliates |
For the fiscal years ended December 31, 2015 and December 31, 2014, the aggregate non-audit fees billed by E&Y for services rendered to the Trust and the Adviser and any entity controlling, controlled by, or under common control with the Adviser that provided ongoing services to the Trust were approximately $26,000,000 and $22,200,000, respectively.
| (h) | E&Y notified the Trust’s Audit Committee of all non-audit services that were rendered by E&Y to the Adviser and any entity controlling, controlled by, or under common control with the Adviser that provides services to the Trust, which services were not required to be pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, allowing the Trust’s Audit Committee to consider whether such services were compatible with maintaining E&Y’s independence. |
Item 5. | Audit Committees of Listed Registrants. |
Not applicable to the Registrant.
Item 6. | Schedule of Investments. |
(a) Schedule of Investments is included as part of Item 1 of this Form N-CSR.
(b) Not applicable.
Item 7. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable to the Registrant.
Item 8. | Portfolio Managers of Closed-End Management Investment Companies. |
Not applicable to the Registrant.
Item 9. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
Not applicable to the Registrant.
Item 10. | Submission of Matters to a Vote of Security Holders. |
The Board of Trustees approved an Amended and Restated Nominating Committee Charter (the “Charter”) at their February 13, 2014 Board Meeting. The Charter contains procedures related to how shareholders are to submit recommendations for Trustee candidates to the Trusts. Those procedures are as follows:
Procedures for Shareholders to Submit Nominee Candidates
(As of February 13, 2014)
A shareholder of the Trust, or of any series thereof, if applicable, must follow the following procedures in order to submit properly a nominee recommendation for the Nominating Committee’s consideration.
| 1. | The shareholder must submit any such recommendation (a “Shareholder Recommendation”) in writing to the Trust, to the attention of the Trust’s Secretary, at the address of the principal executive offices of the Trust. |
| 2. | The Shareholder Recommendation must be delivered to, or mailed and received at, the principal executive offices of the Trust not less than sixty (60) calendar days nor more than ninety (90) calendar days prior to the date of the Board or shareholder meeting at which the nominee candidate would be considered for election. Shareholder Recommendations will be kept on file for two years after receipt of the Shareholder Recommendation. A Shareholder Recommendation considered by the Nominating Committee in connection with the Nominating Committee’s nomination of any candidate(s) for appointment or election as an independent Trustee need not be considered again by the Nominating Committee in connection with any subsequent nomination(s). |
| 3. | The Shareholder Recommendation must include: (i) a statement in writing setting forth (A) the name, age, date of birth, business address, residence address and nationality of the person recommended by the shareholder (the “candidate”), and the names and addresses of at least three professional references; (B) the number of all shares of the Trust (including the series and class, if applicable) owned of record or beneficially by the candidate, the date such shares were acquired and the investment intent of such acquisition(s), as reported to such shareholder by the candidate; (C) any other information regarding the candidate called for with respect to director nominees by paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), adopted by the Securities and Exchange Commission (or the corresponding provisions of any applicable regulation or rule subsequently adopted by the Securities and Exchange Commission or any successor agency with jurisdiction related to the Trust); (D) any other information regarding the candidate that would be required to be disclosed if the candidate were a nominee in a proxy statement or other filing required to be made in connection with solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder or any other applicable law or regulation; and (E) whether the recommending shareholder believes that the candidate is or will be an “interested person” of the Trust (as defined in the Investment Company Act of 1940, as amended) and, if not an “interested person,” information regarding the candidate that will be sufficient, in the discretion of the Board or the Nominating Committee, for the Trust to make such determination; (ii) the written and signed consent of the candidate to be named as a nominee and to serve as a Trustee if elected; (iii) the recommending shareholder’s name as it appears on the Trust’s books; (iv) the number of all shares of the Trust (including the series and class, if applicable) owned beneficially and of record by the recommending |
| shareholder; (v) a complete description of all arrangements or understandings between the recommending shareholder and the candidate and any other person or persons (including their names) pursuant to which the recommendation is being made by the recommending shareholder including, without limitation, all direct and indirect compensation and other material monetary agreements, arrangements and understandings between the candidate and recommending shareholder during the past three years, and (vi) a brief description of the candidate’s relevant background and experience for membership on the Board, such as qualification as an audit committee financial expert. |
| 4. | The Nominating Committee may require the recommending shareholder to furnish such other information as it may reasonably require or deem necessary to verify any information furnished pursuant to paragraph 3 above or to determine the eligibility of the candidate to serve as a Trustee of the Trust or to satisfy applicable law. If the recommending shareholder fails to provide such other information in writing within seven days of receipt of a written request from the Nominating Committee, the recommendation of such candidate as a nominee will be deemed not properly submitted for consideration, and the Nominating Committee will not be required to consider such candidate. |
Item 11. | Controls and Procedures. |
(a) The Trust’s principal executive officer and principal financial officer have concluded that the Trust’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective to provide reasonable assurance that information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized and reported as of a date within 90 days of the filing date of this report, that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934.
(b) There were no changes in the Trust’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the Trust’s second fiscal quarter of the period covered by this Form N-CSR filing that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.
(a)(1) Code of Ethics pursuant to Item 2 of Form N-CSR is attached hereto.
(a)(2) Certifications of principal executive officer and principal financial and accounting officer of the Trust as required by Rule 30a-2(a) under the 1940 Act are attached hereto.
(a)(3) Not applicable to the Registrant.
(b) Certifications of principal executive officer and principal financial and accounting officer of the Trust as required by Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | |
Registrant: | | STATE STREET MASTER FUNDS |
| | |
| |
By: | | /s/ Ellen M. Needham |
| | Ellen M. Needham |
| | President |
| |
Date: | | March 4, 2016 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| | |
By: | | /s/ Ellen M. Needham |
| | Ellen M. Needham |
| | President (Principal Executive Officer) |
| |
Date: | | March 4, 2016 |
| |
By: | | /s/ Bruce S. Rosenberg |
| | Bruce S. Rosenberg |
| | Treasurer (Principal Financial and Accounting Officer) |
| |
Date: | | March 4, 2016 |