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)
One Lincoln Street
Boston, Massachusetts 02111
(Address of principal executive offices)(Zip code)
Copy to:
| | |
| |
Joshua A. Weinberg, Esq. Managing Director and Managing Counsel SSGA Funds Management, Inc. One Lincoln Street Boston, Massachusetts 02111 (Name and Address of Agent for Service) | | 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, 2016
Item 1. Shareholder Report.
Annual Report
31 December 2016
State Street Master Funds
State Street Money Market Portfolio

The information contained in this report is intended for the general information of shareholders of the Portfolio and shareholders of any fund invested in the Portfolio. Interests in the Portfolio are offered solely to eligible investors in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the 1933 Act. This report is not authorized for distribution (i) to prospective investors in any fund invested in the Portfolio unless preceded or accompanied by a current offering document for such fund or (ii) to prospective eligible investors in the Portfolio unless preceded or accompanied by a current offering document of the Portfolio. Eligible investors in the Portfolio may obtain a current Portfolio offering document by calling 1-877-521-4083. Please read the offering document carefully before investing in the Portfolio.
State Street Master Funds
State Street Money Market Portfolio
Annual Report
December 31, 2016
Table of Contents
The information contained in this report is intended for the general information of shareholders of the Portfolio and shareholders of any fund invested in the Portfolio. Interests in the Portfolio are offered solely to eligible investors in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the 1933 Act. This report is not authorized for distribution (i) to prospective investors in any fund invested in the Portfolio unless preceded or accompanied by a current offering document for such fund or (ii) to prospective eligible investors in the Portfolio unless preceded or accompanied by a current offering document of the Portfolio. Eligible investors in the Portfolio may obtain a current Portfolio offering document by calling 1-877-521-4083. Please read the offering document carefully before investing in the Portfolio.
State Street Master Funds
State Street Money Market Portfolio
Portfolio Statistics (Unaudited)
| | | | |
Portfolio Composition* | | | December 31, 2016 | |
Certificates of Deposit | | | 34.9 | % |
Other Notes | | | 22.6 | |
Financial Company Commercial Paper | | | 19.5 | |
Asset Backed Commercial Paper | | | 8.6 | |
Government Agency Repurchase Agreements | | | 7.1 | |
Treasury Repurchase Agreements | | | 2.4 | |
Other Commercial Paper | | | 1.1 | |
Other Repurchase Agreements | | | 0.6 | |
Other Assets in Excess of Liabilities | | | 3.2 | |
Total | | | 100.0 | % |
| | | | |
Maturity Ladder* | | | December 31, 2016 | |
2 to 30 Days | | | 60.0 | % |
31 to 60 Days | | | 11.6 | |
61 to 90 Days | | | 14.9 | |
Over 90 Days | | | 10.3 | |
Total | | | 96.8 | % |
Average days to maturity | | | 23 | |
Weighted average life | | | 33 | |
* | 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.
1
State Street Master Funds
State Street Money Market Portfolio
Schedule of Investments
December 31, 2016
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
| | | | | | | | | | | | | | | | | | | | |
ASSET BACKED COMMERCIAL PAPER – 8.6% | |
Antalis SA(a) | | | 1.000 | % | | | 02/06/2017 | | | | 02/06/2017 | | | $ | 40,000,000 | | | $ | 39,970,149 | |
Atlantic Asset Securitization LLC(a) | | | 0.950 | % | | | 02/07/2017 | | | | 02/07/2017 | | | | 65,000,000 | | | | 64,942,963 | |
Bennington Stark Capital Co. LLC(a) | | | 0.720 | % | | | 01/05/2017 | | | | 01/05/2017 | | | | 75,000,000 | | | | 74,993,437 | |
Collateralized Commercial Paper Co. LLC(a) | | | 1.000 | % | | | 03/10/2017 | | | | 03/10/2017 | | | | 75,000,000 | | | | 74,876,480 | |
Collateralized Commercial Paper Co. LLC(a) | | | 1.050 | % | | | 03/01/2017 | | | | 03/01/2017 | | | | 70,000,000 | | | | 69,906,653 | |
Kells Funding LLC(a) | | | 0.860 | % | | | 02/07/2017 | | | | 02/07/2017 | | | | 25,000,000 | | | | 24,981,583 | |
Kells Funding LLC(a) | | | 0.980 | % | | | 03/08/2017 | | | | 03/08/2017 | | | | 75,000,000 | | | | 74,886,241 | |
Kells Funding LLC(a) | | | 0.980 | % | | | 03/10/2017 | | | | 03/10/2017 | | | | 75,000,000 | | | | 74,880,854 | |
Kells Funding LLC(a) | | | 0.980 | % | | | 03/15/2017 | | | | 03/15/2017 | | | | 50,000,000 | | | | 49,911,459 | |
LMA SA(a) | | | 1.030 | % | | | 03/07/2017 | | | | 03/07/2017 | | | | 75,000,000 | | | | 74,863,627 | |
Manhattan Asset Funding Company LLC(a) | | | 0.900 | % | | | 02/06/2017 | | | | 02/06/2017 | | | | 89,000,000 | | | | 88,933,581 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL ASSET BACKED COMMERCIAL PAPER | | | | 713,147,027 | |
| | | | | | | | | | | | | | | | | | | | |
CERTIFICATES OF DEPOSIT – 34.9% | |
Bank of Montreal(a) | | | 0.900 | % | | | 02/16/2017 | | | | 02/16/2017 | | | | 112,000,000 | | | | 112,008,511 | |
Bank of Montreal(b) | | | 0.963 | % | | | 01/03/2017 | | | | 06/01/2017 | | | | 100,000,000 | | | | 100,012,339 | |
Bank of Montreal(a) | | | 1.000 | % | | | 04/03/2017 | | | | 04/03/2017 | | | | 75,000,000 | | | | 74,982,064 | |
Bank of Montreal(b) | | | 1.074 | % | | | 01/17/2017 | | | | 05/15/2017 | | | | 50,000,000 | | | | 50,017,647 | |
Bank of Tokyo-Mitsubishi UFJ Ltd.(a) | | | 0.650 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 150,000,000 | | | | 150,003,349 | |
Bank of Tokyo-Mitsubishi UFJ Ltd.(a) | | | 0.720 | % | | | 01/30/2017 | | | | 01/30/2017 | | | | 100,000,000 | | | | 100,012,448 | |
Bank of Tokyo-Mitsubishi UFJ Ltd.(a) | | | 1.000 | % | | | 01/09/2017 | | | | 01/09/2017 | | | | 125,000,000 | | | | 125,018,105 | |
BNP Paribas(a) | | | 0.960 | % | | | 03/02/2017 | | | | 03/02/2017 | | | | 100,000,000 | | | | 100,016,796 | |
Canadian Imperial Bank of Commerce(a) | | | 1.205 | % | | | 01/23/2017 | | | | 01/23/2017 | | | | 100,000,000 | | | | 100,036,509 | |
Canadian Imperial Bank of Commerce(a) | | | 1.271 | % | | | 01/26/2017 | | | | 01/26/2017 | | | | 225,000,000 | | | | 225,100,867 | |
Citibank NA(a) | | | 0.980 | % | | | 03/20/2017 | | | | 03/20/2017 | | | | 75,000,000 | | | | 75,011,453 | |
ING Bank NV(a) | | | 1.050 | % | | | 04/03/2017 | | | | 04/03/2017 | | | | 115,000,000 | | | | 115,000,000 | |
KBC Bank NV(a) | | | 0.610 | % | | | 01/04/2017 | | | | 01/04/2017 | | | | 255,000,000 | | | | 254,996,529 | |
Norinchukin Bank(a) | | | 0.900 | % | | | 02/15/2017 | | | | 02/15/2017 | | | | 100,000,000 | | | | 100,013,186 | |
Norinchukin Bank(a) | | | 0.950 | % | | | 03/10/2017 | | | | 03/10/2017 | | | | 125,000,000 | | | | 125,010,265 | |
Skandinaviska Enskilda Banken AB(b) | | | 1.194 | % | | | 01/12/2017 | | | | 05/12/2017 | | | | 86,000,000 | | | | 86,082,760 | |
Sumitomo Mitsui Banking Corp.(a) | | | 0.880 | % | | | 02/02/2017 | | | | 02/02/2017 | | | | 126,000,000 | | | | 126,026,886 | |
Sumitomo Mitsui Banking Corp.(a) | | | 0.900 | % | | | 03/01/2017 | | | | 03/01/2017 | | | | 100,000,000 | | | | 100,025,801 | |
Svenska Handelsbanken AB(a) | | | 0.900 | % | | | 03/06/2017 | | | | 03/06/2017 | | | | 100,000,000 | | | | 100,024,448 | |
Toronto-Dominion Bank(a) | | | 0.610 | % | | | 01/13/2017 | | | | 01/13/2017 | | | | 125,000,000 | | | | 125,002,454 | |
Toronto-Dominion Bank(a) | | | 0.670 | % | | | 01/20/2017 | | | | 01/20/2017 | | | | 100,000,000 | | | | 100,003,874 | |
Toronto-Dominion Bank(a) | | | 0.900 | % | | | 03/03/2017 | | | | 03/03/2017 | | | | 50,000,000 | | | | 50,002,825 | |
UBS AG(b) | | | 1.102 | % | | | 01/09/2017 | | | | 05/08/2017 | | | | 65,000,000 | | | | 65,046,062 | |
Wells Fargo Bank NA(a) | | | 1.049 | % | | | 01/06/2017 | | | | 01/06/2017 | | | | 100,000,000 | | | | 100,008,722 | |
Wells Fargo Bank NA(a) | | | 1.064 | % | | | 01/10/2017 | | | | 01/10/2017 | | | | 150,000,000 | | | | 150,020,652 | |
Wells Fargo Bank NA(b) | | | 1.075 | % | | | 01/04/2017 | | | | 05/08/2017 | | | | 75,000,000 | | | | 75,024,210 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL CERTIFICATES OF DEPOSIT | | | | 2,884,508,762 | |
| | | | | | | | | | | | | | | | | | | | |
See accompanying notes to financial statements.
2
State Street Master Funds
State Street Money Market Portfolio
Schedule of Investments — (continued)
December 31, 2016
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
| | | | | | | | | | | | | | | | | | | | |
FINANCIAL COMPANY COMMERCIAL PAPER – 19.5% | |
Bank of Nova Scotia(a) | | | 1.306 | % | | | 01/26/2017 | | | | 01/26/2017 | | | $ | 177,000,000 | | | $ | 177,084,656 | |
BNP Paribas(a) | | | 0.690 | % | | | 01/04/2017 | | | | 01/04/2017 | | | | 175,000,000 | | | | 174,985,562 | |
BNP Paribas(a) | | | 0.920 | % | | | 03/03/2017 | | | | 03/03/2017 | | | | 130,000,000 | | | | 129,802,757 | |
Caisse des Depots et Consignations(a) | | | 0.650 | % | | | 01/06/2017 | | | | 01/06/2017 | | | | 60,000,000 | | | | 59,994,167 | |
Caisse des Depots et Consignations(a) | | | 0.855 | % | | | 02/02/2017 | | | | 02/02/2017 | | | | 100,000,000 | | | | 99,945,506 | |
DBS Bank Ltd(a) | | | 0.700 | % | | | 01/12/2017 | | | | 01/12/2017 | | | | 125,000,000 | | | | 124,976,257 | |
DBS Bank Ltd.(a) | | | 1.000 | % | | | 03/17/2017 | | | | 03/17/2017 | | | | 68,000,000 | | | | 67,873,464 | |
DnB Bank ASA(a) | | | 0.580 | % | | | 01/06/2017 | | | | 01/06/2017 | | | | 100,000,000 | | | | 99,990,919 | |
Erste Abwicklungsanstalt(b) | | | 0.964 | % | | | 01/03/2017 | | | | 04/03/2017 | | | | 125,000,000 | | | | 125,065,230 | |
Erste Abwicklungsanstalt(a) | | | 1.020 | % | | | 01/10/2017 | | | | 01/10/2017 | | | | 100,000,000 | | | | 99,985,119 | |
KFW International Finance, Inc.(a) | | | 0.900 | % | | | 03/07/2017 | | | | 03/07/2017 | | | | 112,000,000 | | | | 111,820,321 | |
NRW.BANK(a) | | | 0.700 | % | | | 01/17/2017 | | | | 01/17/2017 | | | | 100,000,000 | | | | 99,966,600 | |
NRW.BANK(a) | | | 0.840 | % | | | 02/02/2017 | | | | 02/02/2017 | | | | 120,000,000 | | | | 119,916,133 | |
Svenska Handelsbanken AB(a) | | | 0.880 | % | | | 03/02/2017 | | | | 03/02/2017 | | | | 125,000,000 | | | | 124,840,264 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL FINANCIAL COMPANY COMMERCIAL PAPER | | | | 1,616,246,955 | |
| | | | | | | | | | | | | | | | | | | | |
OTHER COMMERCIAL PAPER – 1.1% | |
General Electric Co.(a) | | | 0.600 | % | | | 01/05/2017 | | | | 01/05/2017 | | | | 90,000,000 | | | | 89,990,730 | |
| | | | | | | | | | | | | | | | | | | | |
OTHER NOTES – 22.6% | |
Bank of America NA(b) | | | 0.997 | % | | | 01/03/2017 | | | | 06/02/2017 | | | | 50,000,000 | | | | 49,997,949 | |
Bank of America NA(b) | | | 1.156 | % | | | 01/03/2017 | | | | 06/01/2017 | | | | 74,000,000 | | | | 73,996,986 | |
Bank of America NA(b) | | | 1.166 | % | | | 01/17/2017 | | | | 05/17/2017 | | | | 35,000,000 | | | | 34,998,716 | |
Canadian Imperial Bank of Commerce(a) | | | 0.520 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 50,000,000 | | | | 50,000,000 | |
Credit Agricole Corporate & Investment Bank (a) | | | 0.520 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 150,000,000 | | | | 150,000,000 | |
Lloyds Bank PLC(a) | | | 0.550 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 185,000,000 | | | | 185,000,000 | |
National Australia Bank Ltd(a) | | | 0.450 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 250,000,000 | | | | 250,000,000 | |
National Bank of Canada(a) | | | 0.650 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 225,000,000 | | | | 225,000,000 | |
Nordea Bank Finland PLC(a) | | | 0.500 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 375,000,000 | | | | 375,000,000 | |
Royal Bank of Canada(a) | | | 0.500 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 375,000,000 | | | | 375,000,000 | |
Skandinaviska Enskilda Banken AB(a) | | | 0.510 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 100,000,000 | | | | 100,000,000 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL OTHER NOTES | | | | 1,868,993,651 | |
| | | | | | | | | | | | | | | | | | | | |
GOVERNMENT AGENCY REPURCHASE AGREEMENTS – 7.1% | |
Agreement with Bank of America and Bank of New York Mellon (Tri-Party), dated 12/30/2016 (collateralized by a Government National Mortgage Association, 4.000% due 05/20/2046, valued at $105,060,001); expected proceeds $103,005,722 | | | 0.500 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 103,000,000 | | | | 103,000,000 | |
See accompanying notes to financial statements.
3
State Street Master Funds
State Street Money Market Portfolio
Schedule of Investments — (continued)
December 31, 2016
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
| | | | | | | | | | | | | | | | | | | | |
GOVERNMENT AGENCY REPURCHASE AGREEMENTS – (continued) | |
Agreement with Goldman Sachs & Co. and Bank of New York Mellon (Tri-Party), dated 12/30/2016 (collateralized by Government National Mortgage Associations, 3.000% – 4.000% due 09/20/2043 – 07/20/2046, valued at $87,720,001); expected proceeds $86,004,969 | | | 0.520 | % | | | 01/03/2017 | | | | 01/03/2017 | | | $ | 86,000,000 | | | $ | 86,000,000 | |
Agreement with TD Securities (USA) LLC and Bank of New York Mellon (Tri-Party), dated 12/30/2016 (collateralized by Federal Farm Credit Banks, 0.875% – 2.830% due 10/10/2017 – 12/19/2036, a Federal Home Loan Discount Note, 0.000% due 01/31/2017, Federal Home Loan Mortgage Corporations, 1.000% – 6.750% due 03/07/2018 – 07/15/2032, U.S. Treasury Inflation Index Bonds, 1.000% – 3.875% due 01/15/2027 – 02/15/2046, a U.S. Treasury Inflation Index Note, 0.125% due 07/15/2020, a U.S. Treasury Bond, 3.000% due 11/15/2044, and U.S. Treasury Notes, 0.875% – 2.000% due 04/15/2017 – 02/15/2025, valued at $408,023,598); expected proceeds $400,023,111 | | | 0.520 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 400,000,000 | | | | 400,000,000 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL GOVERNMENT AGENCY REPURCHASE AGREEMENTS | | | | 589,000,000 | |
| | | | | | | | | | | | | | | | | | | | |
OTHER REPURCHASE AGREEMENTS – 0.6% | |
Agreement with Bank of Nova Scotia and Bank of New York Mellon (Tri-Party), dated 12/30/2016 (collateralized by various Corporate Bonds, 1.000% – 9.400% due 01/11/2017 – 04/01/2047, valued at $53,095,751); expected proceeds $50,004,500 | | | 0.810 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 50,000,000 | | | | 50,000,000 | |
| | | | | | | | | | | | | | | | | | | | |
TREASURY REPURCHASE AGREEMENTS – 2.4% | |
Agreement with Citigroup Global Markets, Inc. and Bank of New York Mellon (Tri- Party), dated 12/30/2016 (collateralized by U.S. Treasury Notes, 0.625% – 2.250% due 09/30/2017 – 11/15/2025, valued at $99,960,046); expected proceeds $98,005,771 | | | 0.530 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 98,000,000 | | | | 98,000,000 | |
Agreement with Credit Agricole Corporate and Investment Bank and Bank of New York Mellon (Tri-Party), dated 12/30/2016 (collateralized by a U.S. Treasury Note, 2.375% due 08/15/2024, valued at $24,480,078); expected proceeds $24,001,387 | | | 0.520 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 24,000,000 | | | | 24,000,000 | |
Agreement with Credit Agricole Corporate and Investment Bank and Bank of New York Mellon (Tri-Party), dated 12/30/2016 (collateralized by U.S. Treasury Notes, 1.375% – 2.375% due 02/28/2019 – 08/15/2024, valued at $25,500,095); expected proceeds $25,001,417 | | | 0.510 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 25,000,000 | | | | 25,000,000 | |
See accompanying notes to financial statements.
4
State Street Master Funds
State Street Money Market Portfolio
Schedule of Investments — (continued)
December 31, 2016
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
| | | | | | | | | | | | | | | | | | | | |
TREASURY REPURCHASE AGREEMENTS – (continued) | |
Agreement with Societe Generale and Bank of New York Mellon (Tri-Party), dated 12/30/2016 (collateralized by U.S. Treasury Notes, 1.000% – 1.625% due 12/15/2017 – 07/31/2020, valued at $49,980,011); expected proceeds $49,002,831 | | | 0.520 | % | | | 01/03/2017 | | | | 01/03/2017 | | | $ | 49,000,000 | | | $ | 49,000,000 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL TREASURY REPURCHASE AGREEMENTS | | | | | | | | | | | | 196,000,000 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL INVESTMENTS – 96.8%(c) (Cost $8,007,086,474) | | | | | | | | | | | | | | | | | | | 8,007,887,125 | |
Other Assets in Excess of Liabilities – 3.2% | | | | | | | | | | | | | | | | | | | 264,765,499 | |
| | | | | | | | | | | | | | | | | | | | |
NET ASSETS – 100.0% | | | | | | | | | | | | | | | | | | $ | 8,272,652,624 | |
| | | | | | | | | | | | | | | | | | | | |
(a) | Rate represents annualized yield at date of purchase. |
(b) | Variable Rate Security – Interest rate shown is rate in effect at December 31, 2016. |
(c) | Also represents the cost for federal tax purposes. |
The following table summarizes the value of the Portfolio’s investments according to the fair value hierarchy as of December 31, 2016.
| | | | | | | | | | | | | | | | |
Description | | Level 1 – Quoted Prices | | | Level 2 – Other Significant Observable Inputs | | | Level 3 – Significant Unobservable Inputs | | | Total | |
Assets: | | | | | | | | | | | | | | | | |
Investments: | | | | | | | | | | | | | | | | |
Asset Backed Commercial Paper | | $ | – | | | $ | 713,147,027 | | | $ | – | | | $ | 713,147,027 | |
Certificates of Deposit | | | – | | | | 2,884,508,762 | | | | – | | | | 2,884,508,762 | |
Financial Company Commercial Paper | | | – | | | | 1,616,246,955 | | | | – | | | | 1,616,246,955 | |
Other Commercial Paper | | | – | | | | 89,990,730 | | | | – | | | | 89,990,730 | |
Other Notes | | | – | | | | 1,868,993,651 | | | | – | | | | 1,868,993,651 | |
Government Agency Repurchase Agreements | | | – | | | | 589,000,000 | | | | – | | | | 589,000,000 | |
Other Repurchase Agreements | | | – | | | | 50,000,000 | | | | – | | | | 50,000,000 | |
Treasury Repurchase Agreements | | | – | | | | 196,000,000 | | | | – | | | | 62,865 | |
| | | | | | | | | | | | | | | | |
Total Investments | | $ | – | | | $ | 8,007,887,125 | | | $ | – | | | $ | 8,007,887,125 | |
| | | | | | | | | | | | | | | | |
See accompanying notes to financial statements.
5
State Street Master Funds
State Street Money Market Portfolio
Statement of Assets and Liabilities
December 31, 2016
| | | | |
Assets | |
Investments in securities, at value (Note 2) | | $ | 7,172,887,125 | |
Repurchase agreements, at value | | | 835,000,000 | |
| | | | |
Total investments | | | 8,007,887,125 | |
Cash | | | 263,134,810 | |
Interest receivable (Note 2) | | | 2,702,056 | |
Prepaid expenses and other assets | | | 6,462 | |
| | | | |
Total assets | | | 8,273,730,453 | |
| | | | |
Liabilities | |
Advisory fee payable (Note 4) | | | 388,232 | |
Administration, custody and transfer agent fees payable (Note 4) | | | 182,270 | |
Trustees’ fees and expenses payable (Note 5) | | | 331,287 | |
Professional fees payable | | | 79,138 | |
Printing fees payable | | | 11,065 | |
Accrued expenses and other liabilities | | | 85,837 | |
| | | | |
Total liabilities | | | 1,077,829 | |
| | | | |
Net Assets | | $ | 8,272,652,624 | |
| | | | |
Cost of Investments: | | | | |
Investments in securities | | $ | 7,172,086,474 | |
Repurchase agreements | | | 835,000,000 | |
| | | | |
Total investments | | $ | 8,007,086,474 | |
| | | | |
See accompanying notes to financial statements.
6
State Street Master Funds
State Street Money Market Portfolio
Statement of Operations
For the Year Ended December 31, 2016
| | | | |
Investment Income | | | | |
Interest income | | $ | 200,528,198 | |
| | | | |
Expenses | |
Advisory fee (Note 4) | | | 18,170,434 | |
Administration, custodian and transfer agent fees (Note 4) | | | 4,308,774 | |
Trustees’ fees and expenses (Note 5) | | | 1,079,411 | |
Professional fees | | | 224,026 | |
Printing fees | | | 35,727 | |
Insurance expense | | | 51,462 | |
Miscellaneous expenses | | | 156,816 | |
| | | | |
Total expenses | | | 24,026,650 | |
| | | | |
Net Investment Income (Loss) | | | 176,501,548 | |
| | | | |
Realized Gain (Loss) | |
Net realized gain (loss) on: | | | | |
Investments | | | 313,218 | |
| | | | |
Net change in unrealized appreciation/depreciation on: | | | | |
Investments | | | 800,651 | |
| | | | |
Net realized and unrealized gain (loss) | | | 1,113,869 | |
| | | | |
Net Increase (Decrease) in Net Assets from Operations | | $ | 177,615,417 | |
| | | | |
See accompanying notes to financial statements.
7
State Street Master Funds
State Street Money Market Portfolio
Statement Of Changes In Net Assets
| | | | | | | | |
| | Year Ended 12/31/16 | | | Year Ended 12/31/15 | |
Increase (Decrease) in Net Assets From Operations: | | | | | | | | |
Net investment income (loss) | | $ | 176,501,548 | | | $ | 71,094,797 | |
Net realized gain (loss) | | | 313,218 | | | | 160,294 | |
Net change in unrealized appreciation/depreciation | | | 800,651 | | | | – | |
| | | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | 177,615,417 | | | | 71,255,091 | |
| | | | | | | | |
Capital Transactions: | | | | | | | | |
Contributions | | | 62,887,835,691 | | | | 85,345,364,590 | |
Proceeds in connection with Reorganization (Note 8) | | | 8,420,969,389 | | | | – | |
Withdrawals | | | (110,897,624,155 | ) | | | (78,437,231,019 | ) |
| | | | | | | | |
Net increase (decrease) in net assets from capital transactions | | | (39,588,819,075 | ) | | | 6,908,133,571 | |
| | | | | | | | |
Net Increase (Decrease) in Net Assets During the Period | | | (39,411,203,658 | ) | | | 6,979,388,662 | |
Net assets at beginning of period | | | 47,683,856,282 | | | | 40,704,467,620 | |
| | | | | | | | |
Net Assets at End of Period | | $ | 8,272,652,624 | | | $ | 47,683,856,282 | |
| | | | | | | | |
See accompanying notes to financial statements.
8
State Street Master Funds
State Street Money Market Portfolio
Financial Highlights
Selected data for a share outstanding throughout each period
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended 12/31/16 | | | Year Ended 12/31/15 | | | Year Ended 12/31/14 | | | Year Ended 12/31/13 | | | Year Ended 12/31/12 | |
Total return(a) | | | 0.51 | % | | | 0.17 | % | | | 0.13 | % | | | 0.15 | % | | | 0.26 | % |
Ratios and Supplemental Data: | |
Net assets, end of period (in 000s) | | $ | 8,272,653 | | | $ | 47,683,856 | | | $ | 40,704,468 | | | $ | 34,053,304 | | | $ | 27,508,762 | |
Ratios to average net assets: | |
Total expenses | | | 0.07 | % | | | 0.07 | % | | | 0.07 | % | | | 0.06 | % | | | 0.06 | % |
Net investment income (loss) | | | 0.49 | % | | | 0.17 | % | | | 0.13 | % | | | 0.15 | % | | | 0.25 | % |
(a) | Results represent past performance and are not indicative of future results. |
See accompanying notes to financial statements.
9
State Street Master Funds
State Street Money Market Portfolio
Notes to Financial Statements
December 31, 2016
State Street Master Funds (the “Trust”), a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (“1940 Act”), is an open-end management investment company.
As of December 31, 2016, the Trust consists of six (6) series each of which represents a separate series of beneficial interest in the Trust. State Street Money Market Portfolio (the “Portfolio”) is authorized to issue an unlimited number of shares of beneficial interest with no par value. The financial statements herein relate only to the Portfolio.
The Portfolio operates as an institutional money market fund. As an institutional money market fund, the Portfolio (1) will not be limited to institutional investors, but will continue to be available to retail investors; (2) will utilize current market-based prices (except as otherwise generally permitted to value individual portfolio securities with remaining maturities of 60 days or less at amortized cost in accordance with Securities and Exchange Commission (SEC) guidance) to value its portfolio securities; and (3) has adopted policies and procedures to impose liquidity fees on redemptions and/or temporary redemption gates in the event that the Portfolio’s weekly liquid assets were to fall below a designated threshold, if the Portfolio’s Board of Trustees of the Trust (the “Board”) determines such liquidity fees or redemption gates are in the best interest of the Portfolio.
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 would 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.
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 and 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 current sale and may not reflect an actual market price. The investments of the Portfolio are valued pursuant to policy and procedures developed by the Oversight Committee (the “Committee”) and approved by 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.
10
State Street Master Funds
State Street Money Market Portfolio
Notes to Financial Statements — (continued)
December 31, 2016
Valuation techniques used to value the Portfolio’s investments by major category are as follows:
| • | | Government and municipal fixed income securities are generally valued using quotations from independent pricing services or brokers. |
| • | | Debt obligations (including short term investments) are valued using quotations from independent pricing services or brokers or are generally valued at the last reported evaluated bid prices. |
| • | | Repurchase agreements are valued at the repurchase price as of valuation date. |
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.
Various inputs are used in determining the value of the Portfolio’s investments. The Portfolio values its assets and liabilities at fair value using a fair value hierarchy consisting of three broad levels that prioritize 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 asset or liability; |
| • | | 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, 2016.
11
State Street Master Funds
State Street Money Market Portfolio
Notes to Financial Statements — (continued)
December 31, 2016
Investment Transactions and Income Recognition
Investment transactions are accounted for on the trade date for financial reporting purposes. Realized gains and losses from the sale or disposition of investments are determined using the identified cost method. Interest income is recorded daily on an accrual basis. All premiums and discounts are amortized/accreted for financial reporting purposes.
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 series of the Trust, are applied to that series within the Trust. Other expenses which cannot be attributed to a specific series of the Trust 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 series within the Trust.
3. | | Securities and Other Investments |
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. During the term of a repurchase agreement, the value of the underlying securities held as collateral on behalf of the Portfolio including accrued interest, is required to exceed the value of the repurchase agreement, including accrued interest.
The Portfolio monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the Portfolio’s principal amount of the repurchase agreement (including accrued interest). The underlying securities are ordinarily United States Government or Government Agency securities, but may consist of other securities. The use of repurchase agreements involves certain risks including counterparty risks. In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which the value of the collateral may decline.
As of December 31, 2016, the Portfolio had invested in repurchase agreements with the gross values of $835,000,000 and associated collateral equal to $853,819,581.
4. | | Fees and Transactions with Affiliates |
Advisory Fee
The Trust has entered into an investment advisory agreement with SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), a subsidiary of State Street Corporation and an affiliate of State Street Bank and Trust Company (“State Street”), 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.
12
State Street Master Funds
State Street Money Market Portfolio
Notes to Financial Statements — (continued)
December 31, 2016
Administrator, Sub-Administrator, Custodian and Transfer Agent Fees
SSGA FM serves as administrator and State Street serves as custodian, sub-administrator and transfer agent. SSGA FM and State Street receive an annual fee for their services as administrator, custodian, sub-administrator and transfer agent, respectively. 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 portfolio 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.
Other Transactions with Affiliates
In December 2015, State Street, the Portolio’s custodian, announced a review of the manner in which it invoiced certain expenses to certain of its Investment Servicing clients, primarily in the United States, during an 18-year period going back to 1998 and its determination that it had incorrectly invoiced clients for certain expenses. State Street informed its clients that it will pay to them the expenses it concluded were incorrectly invoiced to them, plus interest.
The amounts in the table below represent the refunded expenses and interest credited to the Portfolio for the periods in question.
| | | | | | |
Refunded Custody Expense* | | Interest* | | Total | | % of Net Assets at 12/31/16 |
$2,608 | | $13 | | $2,621 | | 0.00%** |
* | Refunded Custody Expense and Interest appear on the Statement of Operations in Administration, Custody and Transfer Agent fees and Interest income, respectively. |
** | Amount is less than 0.005% of net assets. |
The fees and expenses of the Trust’s trustees who are not “interested persons” of the Trust, as defined in the 1940 Act (“Independent Trustees”), are paid directly by the Portfolio. The Independent Trustees are reimbursed for travel and other out-of-pocket expenses in connection with meeting attendance and industry seminars.
6. | | Income Tax Information |
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
13
State Street Master Funds
State Street Money Market Portfolio
Notes to Financial Statements — (continued)
December 31, 2016
of the Portfolio is 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 its tax liability based on its distributive share; therefore, no provision has been made for federal income taxes.
The Portfolio files federal and various state and local tax returns as required. No income tax returns are currently under examination. Generally, the federal returns are subject to examination by the Internal Revenue Service for a period of three years from date of filing, while the state returns may remain open for an additional year depending upon jurisdiction. SSGA FM has analyzed the Portfolio’s tax positions taken on tax returns for all open years and does not believe there are any uncertain tax positions that would require recognition of a tax liability.
At December 31, 2016, the cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes.
Concentration Risk
As a result of the Portfolio’s ability to invest a large percentage of its assets in obligations of issuers within the same country, state, region, currency or economic sector, an adverse economic, business or political development may affect the value of the Portfolio’s investments more than if the Portfolio were more broadly diversified.
Market, Credit and Counterparty Risk
In the normal course of business, the Portfolio trades securities and enters into financial transactions where risk of potential loss exists due to changes in global economic conditions and fluctuations of the market (market risk). Additionally, the Portfolio may also be exposed to counterparty risk in the event that an issuer or guarantor fails to perform or that an institution or entity with which the Portfolio has unsettled or open transactions defaults. 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).
Financial assets, which potentially expose the Portfolio to market, credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to market, 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.
8. | | Proceeds in Connection with Reorganization |
On August 29, 2016, State Street Institutional Liquid Reserves Fund (“Acquiring Fund”) acquired substantially all of the assets and assumed all of the liabilities of SSGA Prime Money Market Fund and SSGA Money Market Fund (“Acquired Funds”) in exchange for Trust Class shares and Administration Class shares, respectively, of the Acquiring Fund pursuant to an Agreement and Plan of Reorganization approved by the Board. Immediately following, the Fund transferred to the Portfolio all of the net assets
14
State Street Master Funds
State Street Money Market Portfolio
Notes to Financial Statements — (continued)
December 31, 2016
received from the Acquired Fund in exchange for an interest in the Portfolio, which is disclosed in the Statements of Changes in Net Assets.
Management has evaluated the impact of all subsequent events on the Portfolio through the date on which the financial statements were available to be issued and has determined that there were no subsequent events requiring adjustment or disclosure in the financial statement.
15
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, 2016, 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, 2016, by correspondence with the custodian, brokers and others or by other appropriate auditing procedures where replies from brokers 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, 2016, 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 27, 2017
16
State Street Master Funds
State Street Money Market Portfolio
Other Information
December 31, 2016 (Unaudited)
Expense Example
As a shareholder of a fund, you incur two types of costs: (1) transaction costs, including sales charges (loads), if applicable, on purchase payments, reinvested dividends, or other distributions and (2) ongoing costs, including advisory fees and to the extent applicable, distribution (12b-1) and/or service fees; and other Portfolio expenses. 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. 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, 2016 to December 31, 2016.
The table below illustrates your Portfolio’s cost in two ways:
| • | | Based on actual fund return – This section helps you to estimate the actual expenses that you paid over the period. The “Ending Account Value” shown is derived from each 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 Fund 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 U.S. Securities and Exchange Commission (the “SEC”) 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. |
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales load charges (loads). Therefore, the hypothetical 5% return section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.
| | | | | | | | | | | | | | | | | | | | |
| | | Actual | | | Hypothetical (assuming a 5% return before expenses) | |
| | Annualized Expense Ratio | | | Ending Account Value | | | Expenses Paid During Period(a) | | | Ending Account Value | | | Expenses Paid During Period(a) | |
State Street Money Market Portfolio | | | 0.07 | % | | $ | 1,002.30 | | | $ | 0.35 | | | $ | 1,024.80 | | | $ | 0.36 | |
(a) | Expenses are equal to the Portfolio’s annualized net expense ratio multiplied by the average account value of the period, multiplied by 184, then divided by 366. |
17
State Street Master Funds
State Street Money Market Portfolio
Other Information — (continued)
December 31, 2016 (Unaudited)
Proxy Voting Policies and Procedures and Records
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 SEC’s website at www.sec.gov, or (iii) at the SEC’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 SEC at www.sec.gov.
Quarterly Portfolio Schedule
The Portfolio will file their complete schedules of investments with the SEC 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 SEC’s website at www.sec.gov, or (iii) at the SEC’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 SEC on Form N-MFP. The Portfolio’s Form N-MFP is available (i) on the SEC’s website at www.sec.gov, or (ii) at the SEC’s public reference room.
18
State Street Master Funds
State Street Money Market Portfolio
Other Information — (continued)
December 31, 2016 (Unaudited)
Trustees and Officers Information
| | | | | | | | | | | | |
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 c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 YOB: 1944 | | Trustee and Co-Chairman of the Board | | Term: Indefinite Elected: 7/99 | | Chairman, Holland & Company L.L.C. (investment adviser) (1995 – present). | | | 72 | | | 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 Loans (and Real Estate) Funds. |
Patrick J. Riley c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 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. | | | 78 | | | Board Director and Chairman, SPDR Europe 1PLC Board (2011 – Present); Board Director and Chairman, SPDR Europe II, PLC (2013 – Present). |
William L. Boyan(1) c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 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. | | | 78 | | | 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. |
19
State Street Master Funds
State Street Money Market Portfolio
Other Information — (continued)
December 31, 2016 (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 c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 YOB: 1942 | | Trustee and Co-Chairman of the Audit Committee | | Term: Indefinite Elected: 1/14 | | July 2016 to Present, Chief Executive Officer and Chief Compliance Officer, The Marshall Financial Group, Inc.; 2015 to present, Board member, The Doylestown Health Foundation Board; April 2011 to June 2016, 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. | | 78 | | |
Richard D. Shirk c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 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; 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). | | 78 | | |
20
State Street Master Funds
State Street Money Market Portfolio
Other Information — (continued)
December 31, 2016 (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) |
Rina K. Spence c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 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); Honorary Consul for Monaco in Boston (2015 – present). | | 78 | | Trustee, Eastern Enterprise (utilities) (1988 – 2000); Director, Berkshire Life Insurance Company of America (1993 – 2009). |
Bruce D. Taber c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 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). | | 72 | | |
Douglas T. Williams c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 YOB: 1940 | | Trustee and Co-Chairman of the Audit Committee | | Term: Indefinite Elected: 7/99 | | Retired 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). | | 78 | | |
Michael A. Jessee c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 YOB: 1946 | | Trustee | | Term: Indefinite Appointed: 7/16 | | Retired; formerly, President and Chief Executive Officer of the Federal Home Loan Bank of Boston (1989 – 2009); Trustee, Randolph-Macon College (2004 – 2016). | | 78 | | |
21
State Street Master Funds
State Street Money Market Portfolio
Other Information — (continued)
December 31, 2016 (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 |
Interested Trustee(2) | | | | |
James E. Ross SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 YOB: 1965 | | Trustee | | Term: Indefinite Appointed: 2/07 | | Executive Vice President; State Street Global Advisors (2006 – present); Chairman and Director, SSGA Funds Management, Inc. (2012 – present); Principal, State Street Global Advisors (2006 – present); President, SSGA Funds Management, Inc. (2005 – 2012). | | 265 | | SSGA SPDR ETFs Europe I plc (Director) (November 2016 – present); SSGA SPDR ETFs Europe II plc (Director) (November 2016 – present). |
(1) | Mr. Boyan retired as a Trustee of the Trust effective February 16, 2017. |
(2) | Mr. Ross is an Interested Trustee because of his employment by SSGA Funds Management, Inc., an affiliate of the Trust. |
† | For the purpose of determining the number of portfolios overseen by the Trustees, “Fund Complex” comprises registered investment companies for which SSGA Funds Management, Inc. serves as investment adviser. |
The following lists the principal officers for the Trust, as well as their mailing addresses and ages, positions with the Trust and length of time served, and present and principal occupations:
| | | | | | |
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 02111-2900 YOB: 1967 | | President | | Term: Indefinite Elected: 10/12 | | President and Director, SSGA Funds Management, Inc. (2001 – present)*; 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 02111-2900 YOB: 1966 | | Vice President and Deputy Treasurer | | Term: Indefinite Elected: 10/12 Term: Indefinite Elected: 2/16 | | Chief Operating Officer, SSGA Funds Management, Inc. (2005 – present)*; Managing Director, State Street Global Advisors (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).* |
Darlene Anderson-Vasquez SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1968 | | Deputy Treasurer | | Term: Indefinite Elected: 11/16 | | Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (May 2016 – present); Senior Vice President, John Hancock Investments (September 2007 – May 2016). |
22
State Street Master Funds
State Street Money Market Portfolio
Other Information — (continued)
December 31, 2016 (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 2007 – present).* |
Brian Harris SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1973 | | Chief Compliance Officer and Code of Ethics Compliance Officer | | Term: Indefinite Elected: 11/13 Term: Indefinite Elected: 9/16 | | Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (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). |
Joshua A. Weinberg SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 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 (2005 – 2011). |
Jesse D. Hallee State Street Bank and Trust Company 100 Summer Street, 7th Floor Boston, MA 02111 YOB: 1976 | | Secretary | | Term: Indefinite Elected: 9/16 | | Vice President and Managing Counsel, State Street Bank and Trust Company (2013 – present); Vice President and Counsel, Brown Brothers Harriman & Co. (2007 – 2013). |
Khimmara Greer State Street Bank and Trust Company 100 Summer Street, 7th Floor Boston, MA 02111 YOB: 1983 | | Assistant Secretary | | Term: Indefinite Elected: 5/16 | | Vice President and Counsel, State Street Bank and Trust Company (2015- present); Regulatory Advisor, JPMorgan (2014 – 2015); Claims Case Manager, Liberty Mutual Insurance (2012 – 2014); Contract Attorney, Various Law Firms (2011 – 2012). |
* | Served in various capacities and/or with various affiliated entities during noted time period. |
Statement of Additional Information (SAI) includes additional information about the Portfolio’s directors and is available, without charge, upon request and by calling 1-877-521-4083.
23
Trustees
Michael F. Holland
William L. Marshall
Patrick J. Riley
James E. Ross
Richard D. Shirk
Rina K. Spence
Bruce D. Taber
Douglas T. Williams
Michael A. Jessee
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 | | STTMMAR1 |
The information contained in this report is intended for the general information of shareholders of the Portfolio and shareholders of any fund invested in the Portfolio. Interests in the Portfolio are offered solely to eligible investors in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the 1933 Act. This report is not authorized for distribution (i) to prospective investors in any fund invested in the Portfolio unless preceded or accompanied by a current offering document for such fund or (ii) to prospective eligible investors in the Portfolio unless preceded or accompanied by a current offering document of the Portfolio. Eligible investors in the Portfolio may obtain a current Portfolio offering document by calling 1-877-521-4083. Please read the offering document carefully before investing in the Portfolio.
Annual Report
31 December 2016
State Street Master Funds
State Street Treasury Money Market Portfolio

The information contained in this report is intended for the general information of shareholders of the Portfolio and shareholders of any fund invested in the Portfolio. Interests in the Portfolio are offered solely to eligible investors in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the 1933 Act. This report is not authorized for distribution (i) to prospective investors in any fund invested in the Portfolio unless preceded or accompanied by a current offering document for such fund or (ii) to prospective eligible investors in the Portfolio unless preceded or accompanied by a current offering document of the Portfolio. Eligible investors in the Portfolio may obtain a current Portfolio offering document by calling 1-877-521-4083. Please read the offering document carefully before investing in the Portfolio.
State Street Master Funds
State Street Treasury Money Market Portfolio
Annual Report
December 31, 2016
Table of Contents
The information contained in this report is intended for the general information of shareholders of the Portfolio and shareholders of any fund invested in the Portfolio. Interests in the Portfolio are offered solely to eligible investors in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the 1933 Act. This report is not authorized for distribution (i) to prospective investors in any fund invested in the Portfolio unless preceded or accompanied by a current offering document for such fund or (ii) to prospective eligible investors in the Portfolio unless preceded or accompanied by a current offering document of the Portfolio. Eligible investors in the Portfolio may obtain a current Portfolio offering document by calling 1-877-521-4083. Please read the offering document carefully before investing in the Portfolio.
State Street Master Funds
State Street Treasury Money Market Portfolio
Portfolio Statistics (Unaudited)
| | | | |
Portfolio Composition* | | | December 31, 2016 | |
Treasury Debt | | | 100.0 | % |
Other Assets in Excess of Liabilities | | | 0.0 | ** |
Total | | | 100.0 | % |
| | | | |
Maturity Ladder* | | | December 31, 2016 | |
2 to 30 Days | | | 39.1 | % |
31 to 60 Days | | | 12.6 | |
61 to 90 Days | | | 26.7 | |
Over 90 Days | | | 21.6 | |
Total | | | 100.0 | % |
Average days to maturity | | | 43 | |
Weighted average life | | | 87 | |
* | 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.
1
State Street Master Funds
State Street Treasury Money Market Portfolio
Schedule of Investments
December 31, 2016
| | | | | | | | | | | | | | | | | | | | |
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) | | | 0.370 | % | | | 01/05/2017 | | | | 01/05/2017 | | | $ | 1,351,740,000 | | | $ | 1,351,691,252 | |
U.S. Treasury Bill(a) | | | 0.400 | % | | | 01/12/2017 | | | | 01/12/2017 | | | | 1,888,000,000 | | | | 1,887,750,413 | |
U.S. Treasury Bill(a) | | | 0.420 | % | | | 01/19/2017 | | | | 01/19/2017 | | | | 1,559,735,000 | | | | 1,559,382,252 | |
U.S. Treasury Bill(a) | | | 0.430 | % | | | 01/26/2017 | | | | 01/26/2017 | | | | 575,000,000 | | | | 574,831,531 | |
U.S. Treasury Bill(a) | | | 0.430 | % | | | 02/02/2017 | | | | 02/02/2017 | | | | 126,500,000 | | | | 126,455,584 | |
U.S. Treasury Bill(a) | | | 0.450 | % | | | 02/09/2017 | | | | 02/09/2017 | | | | 100,000,000 | | | | 99,952,333 | |
U.S. Treasury Bill(a) | | | 0.450 | % | | | 02/16/2017 | | | | 02/16/2017 | | | | 175,000,000 | | | | 174,887,076 | |
U.S. Treasury Bill(a) | | | 0.480 | % | | | 02/23/2017 | | | | 02/23/2017 | | | | 375,000,000 | | | | 374,735,000 | |
U.S. Treasury Bill(a) | | | 0.490 | % | | | 03/02/2017 | | | | 03/02/2017 | | | | 301,000,000 | | | | 300,751,475 | |
U.S. Treasury Bill(a) | | | 0.490 | % | | | 03/09/2017 | | | | 03/09/2017 | | | | 751,000,000 | | | | 750,302,837 | |
U.S. Treasury Bill(a) | | | 0.510 | % | | | 03/16/2017 | | | | 03/16/2017 | | | | 808,000,000 | | | | 807,114,634 | |
U.S. Treasury Bill(a) | | | 0.510 | % | | | 03/23/2017 | | | | 03/23/2017 | | | | 949,000,000 | | | | 947,906,252 | |
U.S. Treasury Bill(a) | | | 0.510 | % | | | 03/30/2017 | | | | 03/30/2017 | | | | 924,000,000 | | | | 922,789,927 | |
U.S. Treasury Bill(a) | | | 0.530 | % | | | 04/06/2017 | | | | 04/06/2017 | | | | 100,000,000 | | | | 99,870,694 | |
U.S. Treasury Bill(a) | | | 0.550 | % | | | 04/13/2017 | | | | 04/13/2017 | | | | 177,000,000 | | | | 176,751,758 | |
U.S. Treasury Bill(a) | | | 0.550 | % | | | 04/20/2017 | | | | 04/20/2017 | | | | 175,000,000 | | | | 174,750,965 | |
U.S. Treasury Bill(a) | | | 0.560 | % | | | 04/27/2017 | | | | 04/27/2017 | | | | 100,000,000 | | | | 99,844,528 | |
U.S. Treasury Bill(a) | | | 0.620 | % | | | 05/18/2017 | | | | 05/18/2017 | | | | 150,000,000 | | | | 149,645,265 | |
U.S. Treasury Bill(a) | | | 0.620 | % | | | 05/25/2017 | | | | 05/25/2017 | | | | 150,000,000 | | | | 149,632,200 | |
U.S. Treasury Bill(a) | | | 0.620 | % | | | 06/15/2017 | | | | 06/15/2017 | | | | 102,000,000 | | | | 101,698,463 | |
U.S. Treasury Bill(a) | | | 0.630 | % | | | 06/01/2017 | | | | 06/01/2017 | | | | 153,000,000 | | | | 152,606,666 | |
U.S. Treasury Bill(a) | | | 0.630 | % | | | 06/08/2017 | | | | 06/08/2017 | | | | 100,000,000 | | | | 99,730,083 | |
U.S. Treasury Note(b) | | | 0.630 | % | | | 01/03/2017 | | | | 05/01/2017 | | | | 364,900,000 | | | | 364,929,272 | |
U.S. Treasury Note(b) | | | 0.633 | % | | | 01/03/2017 | | | | 07/31/2017 | | | | 358,500,000 | | | | 358,442,601 | |
U.S. Treasury Note(b) | | | 0.640 | % | | | 01/03/2017 | | | | 01/31/2017 | | | | 650,000,000 | | | | 650,008,368 | |
U.S. Treasury Note(b) | | | 0.724 | % | | | 01/03/2017 | | | | 10/31/2017 | | | | 180,500,000 | | | | 180,462,219 | |
U.S. Treasury Note(b) | | | 0.730 | % | | | 01/03/2017 | | | | 07/31/2018 | | | | 159,000,000 | | | | 159,072,477 | |
U.S. Treasury Note(b) | | | 0.746 | % | | | 01/04/2017 | | | | 04/30/2018 | | | | 423,820,000 | | | | 424,086,990 | |
U.S. Treasury Note(a) | | | 0.385 | % | | | 01/15/2017 | | | | 01/15/2017 | | | | 101,000,000 | | | | 101,013,979 | |
U.S. Treasury Note(b) | | | 0.828 | % | | | 01/03/2017 | | | | 01/31/2018 | | | | 333,000,000 | | | | 333,590,807 | |
U.S. Treasury Note(a) | | | 0.412 | % | | | 02/28/2017 | | | | 02/28/2017 | | | | 123,000,000 | | | | 123,500,520 | |
U.S. Treasury Note(a) | | | 0.465 | % | | | 01/31/2017 | | | | 01/31/2017 | | | | 219,500,000 | | | | 219,975,090 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL INVESTMENTS(c)(d) – 100.0% | | | | 13,998,163,511 | |
Other Assets in Excess of Liabilities – 0.0%(e) | | | | 6,137,728 | |
| | | | | | | | | | | | | | | | | | | | |
NET ASSETS – 100.0% | | | $ | 14,004,301,239 | |
| | | | | | | | | | | | | | | | | | | | |
(a) | The rate shown is the yield-to-maturity from date of acquisition. |
(b) | Variable Rate Security – Interest rate shown is rate in effect at December 31, 2016. |
(c) | Unless otherwise indicated, the values of the securities of the Fund are determined based on Level 2 inputs. (Note 2) |
(d) | Also represents the cost for federal tax purposes. |
(e) | Amount is less than 0.05% of net assets. |
See accompanying notes to financial statements.
2
State Street Master Funds
State Street Treasury Money Market Portfolio
Statement of Assets and Liabilities
December 31, 2016
| | | | |
Assets | |
Investments in securities, at value and cost (Note 2) | | $ | 13,998,163,511 | |
Cash | | | 695 | |
Interest receivable (Note 2) | | | 7,089,076 | |
Prepaid expenses and other assets | | | 1,691 | |
| | | | |
Total assets | | | 14,005,254,973 | |
| | | | |
Liabilities | | | | |
Advisory fee payable (Note 3) | | | 587,158 | |
Administration, custody and transfer agent fees payable (Note 3) | | | 185,315 | |
Trustees’ fees and expenses payable (Note 4) | | | 59,828 | |
Professional fees payable | | | 64,320 | |
Printing fees payable | | | 11,363 | |
Accrued expenses and other liabilities | | | 45,750 | |
| | | | |
Total liabilities | | | 953,734 | |
| | | | |
Net Assets | | $ | 14,004,301,239 | |
| | | | |
See accompanying notes to financial statements.
3
State Street Master Funds
State Street Treasury Money Market Portfolio
Statement of Operations
For the Year Ended December 31, 2016
| | | | |
Investment Income | |
Interest income | | $ | 39,633,440 | |
| | | | |
Expenses | | | | |
Advisory fee (Note 3) | | | 6,364,215 | |
Administration, custodian and transfer agent fees (Note 3) | | | 1,530,534 | |
Trustees’ fees and expenses (Note 4) | | | 273,329 | |
Professional fees | | | 171,777 | |
Printing fees | | | 16,138 | |
Insurance expense | | | 16,327 | |
Miscellaneous expenses | | | 60,616 | |
| | | | |
Total expenses | | | 8,432,936 | |
| | | | |
Net Investment Income (Loss) | | | 31,200,504 | |
| | | | |
Realized Gain (Loss) | | | | |
Net realized gain (loss) on: | | | | |
Investments | | | 309,711 | |
| | | | |
Net Increase (Decrease) in Net Assets from Operations | | $ | 31,510,215 | |
| | | | |
See accompanying notes to financial statements.
4
State Street Master Funds
State Street Treasury Money Market Portfolio
Statement of Changes in Net Assets
| | | | | | | | |
| | Year Ended 12/31/16 | | | Year Ended 12/31/15 | |
Increase (Decrease) in Net Assets from Operations: | | | | | | | | |
Net investment income (loss) | | $ | 31,200,504 | | | $ | (3,202,509 | ) |
Net realized gain (loss) | | | 309,711 | | | | 119,782 | |
| | | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | 31,510,215 | | | | (3,082,727 | ) |
| | | | | | | | |
Capital Transactions: | | | | | | | | |
Contributions | | | 24,797,217,848 | | | | 26,921,306,751 | |
Withdrawals | | | (22,661,554,484 | ) | | | (25,328,556,655 | ) |
| | | | | | | | |
Net increase (decrease) in net assets from capital transactions | | | 2,135,663,364 | | | | 1,592,750,096 | |
| | | | | | | | |
Net increase (decrease) in net assets during the period | | | 2,167,173,579 | | | | 1,589,667,369 | |
| | | | | | | | |
Net assets at beginning of period | | | 11,837,127,660 | | | | 10,247,460,291 | |
| | | | | | | | |
Net Assets at End of Period | | $ | 14,004,301,239 | | | $ | 11,837,127,660 | |
| | | | | | | | |
See accompanying notes to financial statements.
5
State Street Master Funds
State Street Treasury Money Market Portfolio
Financial Highlights
Selected data for a share outstanding throughout each period:
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended 12/31/16 | | | Year Ended 12/31/15 | | | Year Ended 12/31/14 | | | Year Ended 12/31/13 | | | Year Ended 12/31/12 | |
Total return(b) | | | 0.25 | % | | | (0.04 | )% | | | (0.02 | )% | | | 0.00 | %(a) | | | 0.02 | % |
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (in 000s) | | $ | 14,004,301 | | | $ | 11,837,128 | | | $ | 10,247,460 | | | $ | 14,558,022 | | | $ | 12,712,060 | |
Ratios to average net assets: | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 0.07 | % | | | 0.07 | % | | | 0.07 | % | | | 0.07 | % | | | 0.07 | % |
Net investment income (loss) | | | 0.25 | % | | | (0.03 | )% | | | (0.02 | )% | | | 0.00 | %(a) | | | 0.02 | % |
(a) | Amount is less than 0.005%. |
(b) | Results represent past performance and are not indicative of future results. |
See accompanying notes to financial statements.
6
State Street Master Funds
State Street Treasury Money Market Portfolio
Notes to Financial Statements
December 31, 2016
State Street Master Funds (the “Trust”), a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (“1940 Act”), is an open-end management investment company.
As of December 31, 2016, the Trust consists of six (6) series, each of which represents a separate series of beneficial interest in the Trust. State Street Treasury Money Market Portfolio (the “Portfolio”) is authorized to issue an unlimited number of shares of beneficial interest with no par value. The financial statements herein relate only to the Portfolio.
The Portfolio operates as a “government money market fund” within the meaning of Rule 2a-7 under the 1940 Act, to comply with the amendments to Rule 2a-7 that became effective October 14, 2016. The Portfolio is not currently subject to liquidity fees or temporary suspensions of redemptions due to declines in the Portfolio’s weekly liquid assets.
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.
Security Valuation
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.
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.
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.
7
State Street Master Funds
State Street Treasury Money Market Portfolio
Notes to Financial Statements – (continued)
December 31, 2016
Various inputs are used in determining the value of the Portfolio’s investments. The Portfolio values its assets and liabilities at fair value using a fair value hierarchy consisting of three broad levels that prioritize 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 period ended December 31, 2016.
Investment Transactions and Income Recognition
Investment transactions are accounted for on the trade date for financial reporting purposes. Realized gains and losses from the sale or disposition of investments are determined using the identified cost method. Interest income is recorded daily on an accrual basis. All premiums and discounts are amortized/accreted for financial reporting purposes.
All of the net investment income and realized 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 series of the Trust, are applied to that series within the Trust. Other expenses which cannot be attributed to a specific series of the Trust 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 series within the Trust.
8
State Street Master Funds
State Street Treasury Money Market Portfolio
Notes to Financial Statements – (continued)
December 31, 2016
3. | | Fees and Transactions with Affiliates |
Advisory Fee
The Trust has entered into an investment advisory agreement with SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), a subsidiary of State Street Corporation and an affiliate of State Street Bank and Trust Company (“State Street”), 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.
Administrator, Sub-Administrator, Custodian and Transfer Agent Fees
SSGA FM serves as administrator and State Street serves as custodian, sub-administrator and transfer agent. SSGA FM and State Street receive an annual fee for their services as administrator, custodian, sub-administrator and transfer agent, respectively. 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 portfolio 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.
Other Transactions with Affiliates
In December 2015, State Street, the Portfolio’s custodian, announced a review of the manner in which it invoiced certain expenses to certain of its Investment Servicing clients, primarily in the United States, during an 18-year period going back to 1998 and its determination that it had incorrectly invoiced clients for certain expenses. State Street informed its clients that it will pay to them the expenses it concluded were incorrectly invoiced to them, plus interest.
The amounts in the table below represent the refunded expenses and interest credited to the Portfolio for the periods in question.
| | | | | | | | | | | | |
Refunded Custody Expense* | | Interest* | | | Total | | | % of Net Assets at 12/31/16 | |
$2,142 | | $ | 11 | | | $ | 2,153 | | | | 0.00 | %** |
* | Refunded Custody Expense and Interest appear on the Statement of Operations in Administration, custody and transfer agent fees and Interest income, respectively. |
** | Amount is less than 0.005% of net assets. |
9
State Street Master Funds
State Street Treasury Money Market Portfolio
Notes to Financial Statements – (continued)
December 31, 2016
The fees and expenses of the Trust’s trustees who are not “interested persons” of the Trust, as defined in the 1940 Act (“Independent Trustees”), are paid directly by the Portfolio. The Independent Trustees are reimbursed for travel and other out-of-pocket expenses in connection with meeting attendance and industry seminars.
5. | | Income Tax Information |
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 is 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 its tax liability based on its distributive share; therefore, no provision has been made for federal income taxes.
The Portfolio files federal and various state and local tax returns as required. No income tax returns are currently under examination. Generally, the federal returns are subject to examination by the Internal Revenue Service for a period of three years from date of filing, while the state returns may remain open for an additional year depending upon jurisdiction. SSGA FM has analyzed the Portfolio’s tax positions taken on tax returns for all open years and does not believe there are any uncertain tax positions that would require recognition of a tax liability.
At December 31, 2016, the cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes.
Concentration Risk
As a result of the Portfolio’s ability to invest a large percentage of its assets in obligations of issuers within the same country, state, region, currency or economic sector, an adverse economic, business or political development may affect the value of the Portfolio’s investments more than if the Portfolio were more broadly diversified.
Market, Credit and Counterparty Risk
In the normal course of business, the Portfolio trades securities and enters into financial transactions where risk of potential loss exists due to changes in global economic conditions and fluctuations of the market (market risk). Additionally, the Portfolio may also be exposed to counterparty risk in the event that an issuer or guarantor fails to perform or that an institution or entity with which the Portfolio has unsettled or open transactions defaults. 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).
10
State Street Master Funds
State Street Treasury Money Market Portfolio
Notes to Financial Statements – (continued)
December 31, 2016
Financial assets, which potentially expose the Portfolio to market, credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to market, 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.
Management has evaluated the impact of all subsequent events on the Portfolio through the date on which the financial statements were available to be issued and has determined that there were no subsequent events requiring adjustment or disclosure in the financial statement.
11
State Street Treasury Money Market Portfolio
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, 2016, 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, 2016, by correspondence with the custodian, brokers and others or by other appropriate auditing procedures where replies from brokers 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, 2016, 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 27, 2017
12
State Street Master Funds
State Street Treasury Money Market Portfolio
Other Information
December 31, 2016 (Unaudited)
EXPENSE EXAMPLE
As a shareholder of a fund, you incur two types of costs: (1) transaction costs, including sales charges (loads), if applicable, on purchase payments, reinvested dividends, or other distributions and (2) ongoing costs, including advisory fees and to the extent applicable, distribution (12b-1) and/or service fees; and other Portfolio expenses. 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. 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, 2016 to December 31, 2016.
The table below illustrates your Portfolio’s cost in two ways:
| • | | Based on actual fund return – This section helps you to estimate the actual expenses that you paid over the period. The “Ending Account Value” shown is derived from each 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”. |
| • | | 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 U.S. Securities and Exchange Commission (the “SEC”) 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. |
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales load charges (loads). Therefore, the hypothetical 5% return section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.
| | | | | | | | | | | | | | | | | | | | |
| | | Actual | | | Hypothetical (assuming a 5% return before expenses) | |
| | Annualized Expense Ratio | | | Ending Account Value | | | Expenses Paid During Period(a) | | | Ending Account Value | | | Expenses Paid During Period(a) | |
State Street Treasury Money Market Portfolio | | | 0.07 | % | | $ | 1,001.40 | | | $ | 0.35 | | | $ | 1,024.80 | | | $ | 0.36 | |
(a) | Expenses are equal to the Portfolio’s annualized net expense ratio multiplied by the average account value of the period, multiplied by 184, then divided by 366. |
13
State Street Master Funds
State Street Treasury Money Market Portfolio
Other Information — (continued)
December 31, 2016 (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 SEC’s website at www.sec.gov, or (iii) at the SEC’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 SEC at www.sec.gov.
Quarterly Portfolio Schedule
The Portfolio will file their complete schedules of investments with the SEC 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 SEC’s website at www.sec.gov, or (iii) at the SEC’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 SEC on Form N-MFP. The Portfolio’s Form N-MFP is available (i) on the SEC’s website at www.sec.gov, or (ii) at the SEC’s public reference room.
14
State Street Master Funds
State Street Treasury Money Market Portfolio
Other Information — (continued)
December 31, 2016 (Unaudited)
Trustees and Officers Information
| | | | | | | | | | | | |
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 c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900
YOB: 1944 | | Trustee and Co-Chairman of the Board | | Term: Indefinite Elected: 7/99 | | Chairman, Holland & Company L.L.C. (investment adviser) (1995-present). | | | 72 | | | 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 Loans (and Real Estate) Funds. |
Patrick J. Riley c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900
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. | | | 78 | | | Board Director and Chairman, SPDR Europe 1PLC Board (2011-Present); Board Director and Chairman, SPDR Europe II, PLC (2013-Present). |
William L. Boyan(1) c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900
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. | | | 78 | | | 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. |
William L. Marshall c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900
YOB: 1942 | | Trustee and Co-Chairman of the Audit Committee | | Term: Indefinite Elected: 1/14 | | July 2016 to Present, Chief Executive Officer and Chief Compliance Officer, The Marshall Financial Group, Inc.; 2015 to present, Board member, The Doylestown Health Foundation Board; April 2011 to June 2016, 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. | | | 78 | | | — |
15
State Street Master Funds
State Street Treasury Money Market Portfolio
Other Information — (continued)
December 31, 2016 (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 c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900
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 healthcare); 1999 to 2013, Board Member and (since 2001) Investment Committee Member, Woodruff Arts Center; and 2003 to 2009, Trustee, Gettysburg College; Board member, AeroCare Holdings (privately held healthcare services company) (February 2003-Present); Board member, Regenesis Biomedical (health care services) (April 2012-present), Chairman, (January 2014-present). | | | 78 | | | — |
Rina K. Spence c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900
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); Honorary Consul for Monaco in Boston (2015-present). | | | 78 | | | Trustee, Eastern Enterprise (utilities) (1988-2000); Director, Berkshire Life Insurance Company of America (1993-2009). |
16
State Street Master Funds
State Street Treasury Money Market Portfolio
Other Information — (continued)
December 31, 2016 (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 c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900
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). | | | 72 | | | — |
Douglas T. Williams c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900
YOB: 1940 | | Trustee and Co-Chairman of the Audit Committee | | Term: Indefinite Elected: 7/99 | | Retired 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). | | | 78 | | | — |
Michael A. Jessee c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900
YOB: 1946 | | Trustee | | Term: Indefinite Appointed: 7/16 | | Retired; formerly, President and Chief Executive Officer of the Federal Home Loan Bank of Boston (1989-2009); Trustee, Randolph-Macon College (2004-2016). | | | 78 | | | — |
Interested Trustee(2) |
James E. Ross SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900
YOB: 1965 | | Trustee | | Term: Indefinite Appointed: 2/07 | | Executive Vice President; State Street Global Advisors (2006-present); Chairman and Director, SSGA Funds Management, Inc. (2012-present); Principal, State Street Global Advisors (2006-present); President, SSGA Funds Management, Inc. (2005-2012). | | | 265 | | | SSGA SPDR ETFs Europe I plc (Director) (November 2016-present); SSGA SPDR ETFs Europe II plc (Director) (November 2016-present). |
(1) | Mr. Boyan retired as a Trustee of the Trust effective February 16, 2017. |
(2) | Mr. Ross is an Interested Trustee because of his employment by SSGA Funds Management, Inc., an affiliate of the Trust. |
† | For the purpose of determining the number of portfolios overseen by the Trustees, “Fund Complex” comprises registered investment companies for which SSGA Funds Management, Inc. serves as investment adviser. |
17
State Street Master Funds
State Street Treasury Money Market Portfolio
Other Information — (continued)
December 31, 2016 (Unaudited)
The following lists the principal officers for the Trust, as well as their mailing addresses and ages, positions with the Trust and length of time served, and present and principal occupations:
| | | | | | |
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 02111-2900
YOB: 1967 | | President | | Term: Indefinite Elected: 10/12 | | President and Director, SSGA Funds Management, Inc. (2001-present)*; 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 02111-2900
YOB: 1966 | | Vice President and Deputy Treasurer | | Term: Indefinite Elected: 10/12 Term: Indefinite Elected: 2/16 | | Chief Operating Officer, SSGA Funds Management, Inc. (2005-present)*; Managing Director, State Street Global Advisors (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).* |
Darlene Anderson-Vasquez SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111
YOB: 1968 | | Deputy Treasurer | | Term: Indefinite Elected: 11/16 | | Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (May 2016-present); Senior Vice President, John Hancock Investments (September 2007-May 2016). |
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 2007-present).* |
18
State Street Master Funds
State Street Treasury Money Market Portfolio
Other Information — (continued)
December 31, 2016 (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) | | | | | | |
Brian Harris SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1973 | | Chief Compliance Officer and Code of Ethics Compliance Officer | | Term: Indefinite Elected: 11/13 Term: Indefinite Elected: 9/16 | | Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (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). |
Joshua A. Weinberg SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900
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 (2005-2011). |
Jesse D. Hallee State Street Bank and Trust Company 100 Summer Street, 7th Floor Boston, MA 02111
YOB: 1976 | | Secretary | | Term: Indefinite Elected: 9/16 | | Vice President and Managing Counsel, State Street Bank and Trust Company (2013-present); Vice President and Counsel, Brown Brothers Harriman & Co. (2007-2013). |
Khimmara Greer State Street Bank and Trust Company 100 Summer Street, 7th Floor Boston, MA 02111
YOB: 1983 | | Assistant Secretary | | Term: Indefinite Elected: 5/16 | | Vice President and Counsel, State Street Bank and Trust Company (2015-present); Regulatory Advisor, JPMorgan (2014-2015); Claims Case Manager, Liberty Mutual Insurance (2012-2014); Contract Attorney, Various Law Firms (2011-2012). |
* | Served in various capacities and/or with various affiliated entities during noted time period. |
Statement of Additional Information (SAI) includes additional information about the Portfolio’s directors and is available, without charge, upon request and by calling 1-877-521-4083.
19
Trustees
Michael F. Holland
Michael A. Jessee
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 | | SSTTRAR1 |
The information contained in this report is intended for the general information of shareholders of the Portfolio and shareholders of any fund invested in the Portfolio. Interests in the Portfolio are offered solely to eligible investors in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the 1933 Act. This report is not authorized for distribution (i) to prospective investors in any fund invested in the Portfolio unless preceded or accompanied by a current offering document for such fund or (ii) to prospective eligible investors in the Portfolio unless preceded or accompanied by a current offering document of the Portfolio. Eligible investors in the Portfolio may obtain a current Portfolio offering document by calling 1-877-521-4083. Please read the offering document carefully before investing in the Portfolio.
Annual Report
31 December 2016
State Street Master Funds
State Street Treasury Plus Money Market Portfolio

The information contained in this report is intended for the general information of shareholders of the Portfolio and shareholders of any fund invested in the Portfolio. Interests in the Portfolio are offered solely to eligible investors in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the 1933 Act. This report is not authorized for distribution (i) to prospective investors in any fund invested in the Portfolio unless preceded or accompanied by a current offering document for such fund or (ii) to prospective eligible investors in the Portfolio unless preceded or accompanied by a current offering document of the Portfolio. Eligible investors in the Portfolio may obtain a current Portfolio offering document by calling 1-877-521-4083. Please read the offering document carefully before investing in the Portfolio.
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Annual Report
December 31, 2016
Table of Contents
The information contained in this report is intended for the general information of shareholders of the Portfolio and shareholders of any fund invested in the Portfolio. Interests in the Portfolio are offered solely to eligible investors in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the 1933 Act. This report is not authorized for distribution (i) to prospective investors in any fund invested in the Portfolio unless preceded or accompanied by a current offering document for such fund or (ii) to prospective eligible investors in the Portfolio unless preceded or accompanied by a current offering document of the Portfolio. Eligible investors in the Portfolio may obtain a current Portfolio offering document by calling 1-877-521-4083. Please read the offering document carefully before investing in the Portfolio
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Portfolio Statistics (Unaudited)
| | | | |
Portfolio Composition* | | | December 31, 2016 | |
Treasury Debt | | | 55.9 | % |
Treasury Repurchase Agreements | | | 38.3 | |
Other Assets in Excess of Liabilities | | | 5.8 | |
Total | | | 100.0 | % |
| | | | |
Maturity Ladder* | | | December 31, 2016 | |
2 to 30 Days | | | 43.5 | % |
31 to 60 Days | | | 10.8 | |
61 to 90 Days | | | 19.7 | |
Over 90 Days | | | 20.2 | |
Total | | | 94.2 | % |
Average days to maturity | | | 30 | |
Weighted average life | | | 74 | |
* | 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.
1
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Schedule of Investments
December 31, 2016
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
TREASURY DEBT – 55.9% | | | | | | | | | | | | | | | |
U.S. Treasury Bill(a) | | | 0.390 | % | | | 01/12/2017 | | | | 01/12/2017 | | | $ | 285,000,000 | | | $ | 284,967,642 | |
U.S. Treasury Bill(a) | | | 0.395 | % | | | 02/02/2017 | | | | 02/02/2017 | | | | 95,000,000 | | | | 94,966,644 | |
U.S. Treasury Bill(a) | | | 0.400 | % | | | 02/16/2017 | | | | 02/16/2017 | | | | 135,000,000 | | | | 134,917,583 | |
U.S. Treasury Bill(a) | | | 0.420 | % | | | 03/30/2017 | | | | 03/30/2017 | | | | 600,000,000 | | | | 599,220,406 | |
U.S. Treasury Bill(a) | | | 0.423 | % | | | 01/19/2017 | | | | 01/19/2017 | | | | 250,000,000 | | | | 249,953,375 | |
U.S. Treasury Bill(a) | | | 0.425 | % | | | 01/26/2017 | | | | 01/26/2017 | | | | 110,000,000 | | | | 109,973,516 | |
U.S. Treasury Bill(a) | | | 0.440 | % | | | 02/09/2017 | | | | 02/09/2017 | | | | 85,000,000 | | | | 84,959,483 | |
U.S. Treasury Bill(a) | | | 0.470 | % | | | 04/20/2017 | | | | 04/20/2017 | | | | 75,000,000 | | | | 74,893,271 | |
U.S. Treasury Bill(a) | | | 0.480 | % | | | 02/23/2017 | | | | 02/23/2017 | | | | 50,000,000 | | | | 49,964,667 | |
U.S. Treasury Bill(a) | | | 0.483 | % | | | 04/27/2017 | | | | 04/27/2017 | | | | 75,000,000 | | | | 74,883,396 | |
U.S. Treasury Bill(a) | | | 0.490 | % | | | 03/09/2017 | | | | 03/09/2017 | | | | 225,000,000 | | | | 224,789,890 | |
U.S. Treasury Bill(a) | | | 0.490 | % | | | 04/06/2017 | | | | 04/06/2017 | | | | 75,000,000 | | | | 74,903,021 | |
U.S. Treasury Bill(a) | | | 0.495 | % | | | 04/13/2017 | | | | 04/13/2017 | | | | 75,000,000 | | | | 74,894,813 | |
U.S. Treasury Bill(a) | | | 0.503 | % | | | 03/02/2017 | | | | 03/02/2017 | | | | 200,000,000 | | | | 199,834,896 | |
U.S. Treasury Bill(a) | | | 0.518 | % | | | 03/23/2017 | | | | 03/23/2017 | | | | 450,000,000 | | | | 449,478,084 | |
U.S. Treasury Bill(a) | | | 0.545 | % | | | 03/16/2017 | | | | 03/16/2017 | | | | 460,000,000 | | | | 459,486,976 | |
U.S. Treasury Bill(a) | | | 0.615 | % | | | 05/25/2017 | | | | 05/25/2017 | | | | 75,000,000 | | | | 74,816,100 | |
U.S. Treasury Bill(a) | | | 0.615 | % | | | 06/08/2017 | | | | 06/08/2017 | | | | 75,000,000 | | | | 74,797,563 | |
U.S. Treasury Bill(a) | | | 0.620 | % | | | 06/01/2017 | | | | 06/01/2017 | | | | 100,000,000 | | | | 99,742,881 | |
U.S. Treasury Bill(a) | | | 0.625 | % | | | 05/18/2017 | | | | 05/18/2017 | | | | 100,000,000 | | | | 99,763,504 | |
U.S. Treasury Bill(a) | | | 0.645 | % | | | 06/15/2017 | | | | 06/15/2017 | | | | 75,000,000 | | | | 74,778,281 | |
U.S. Treasury Note(a) | | | 0.385 | % | | | 01/15/2017 | | | | 01/15/2017 | | | | 75,000,000 | | | | 75,010,380 | |
U.S. Treasury Note(a) | | | 0.412 | % | | | 02/28/2017 | | | | 02/28/2017 | | | | 77,500,000 | | | | 77,814,624 | |
U.S. Treasury Note(a) | | | 0.465 | % | | | 01/31/2017 | | | | 01/31/2017 | | | | 161,000,000 | | | | 161,348,472 | |
U.S. Treasury Note(b) | | | 0.630 | % | | | 01/03/2017 | | | | 04/30/2017 | | | | 279,930,000 | | | | 279,951,198 | |
U.S. Treasury Note(b) | | | 0.633 | % | | | 01/03/2017 | | | | 07/31/2017 | | | | 309,500,000 | | | | 309,457,508 | |
U.S. Treasury Note(b) | | | 0.640 | % | | | 01/03/2017 | | | | 01/31/2017 | | | | 535,800,000 | | | | 535,807,698 | |
U.S. Treasury Note(b) | | | 0.706 | % | | | 01/03/2017 | | | | 04/30/2018 | | | | 250,836,000 | | | | 250,944,441 | |
U.S. Treasury Note(b) | | | 0.724 | % | | | 01/03/2017 | | | | 10/31/2017 | | | | 254,500,000 | | | | 254,370,366 | |
U.S. Treasury Note(b) | | | 0.730 | % | | | 01/03/2017 | | | | 07/31/2018 | | | | 96,000,000 | | | | 96,054,974 | |
U.S. Treasury Note(b) | | | 0.828 | % | | | 01/03/2017 | | | | 01/31/2018 | | | | 238,000,000 | | | | 238,407,748 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL TREASURY DEBT | | | | | | | | | | | | | | | | | | | 5,945,153,401 | |
| | | | | | | | | | | | | | | | | | | | |
TREASURY REPURCHASE AGREEMENTS – 38.3% | |
Agreement with Bank of Nova Scotia and Bank of New York Mellon (Tri-Party), dated 12/30/2016 (collateralized by a U.S. Treasury Bond, 8.500% due 02/15/2020, U.S. Treasury Inflation Index Bond, 1.000% due 02/15/2046, and U.S. Treasury Notes, 0.875% – 2.000% due 11/30/2017 – 08/15/2025, valued at $74,464,181); expected proceeds $73,004,056 | | | 0.500 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 73,000,000 | | | | 73,000,000 | |
See accompanying notes to financial statements.
2
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Schedule of Investments — (continued)
December 31, 2016
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
TREASURY REPURCHASE AGREEMENTS – (continued) | |
Agreement with BNP Paribas Securities Corp. and Bank of New York Mellon (Tri-Party), dated 12/30/2016 (collateralized by U.S. Treasury Notes, 0.875% – 1.375% due 07/15/2017 – 01/31/2021, and U.S. Treasury Strip, 0.000% due 05/15/2026, valued at $52,020,100); expected proceeds $51,002,833 | | | 0.500 | % | | | 01/03/2017 | | | | 01/03/2017 | | | $ | 51,000,000 | | | $ | 51,000,000 | |
Agreement with Citigroup Global Markets, Inc. and Bank of New York Mellon (Tri-Party), dated 12/30/2016 (collateralized by a U.S. Treasury Note, 1.375% due 04/30/2020, valued at $22,440,047); expected proceeds $22,001,247 | | | 0.510 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 22,000,000 | | | | 22,000,000 | |
Agreement with Federal Reserve Bank of New York and Bank of New York Mellon (Tri-Party), dated 12/30/2016 (collateralized by U.S. Treasury Bonds, 3.125% – 3.875% due 08/15/2040 – 02/15/2043, and U.S. Treasury Note, 2.000% due 11/15/2021, valued at $3,550,197,321); expected proceeds $3,550,197,222 | | | 0.500 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 3,550,000,000 | | | | 3,550,000,000 | |
Agreement with Lloyds Bank PLC, dated 12/16/2016 (collateralized by a U.S. Treasury Note, 0.000% due 02/15/2026, valued at $180,838,592); expected proceeds $175,380,625(c) | | | 0.870 | % | | | 01/03/2017 | | | | 03/16/2017 | | | | 175,000,000 | | | | 175,000,000 | |
Agreement with TD Securities (USA) LLC and Bank of New York Mellon (Tri-Party), dated 12/30/2016 (collateralized by U.S. Treasury Bonds, 3.000% – 6.500% due 11/15/2026 – 05/15/2042, U.S. Treasury Inflation Index Note, 0.125% due 04/15/2019, and U.S. Treasury Notes, 0.625% – 1.625% due 06/30/2018 – 10/31/2023, valued at $204,011,589); expected proceeds $200,011,333 | | | 0.510 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 200,000,000 | | | | 200,000,000 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL TREASURY REPURCHASE AGREEMENTS | | | | | | | | | | | | 4,071,000,000 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL INVESTMENTS – 94.2%(d)(e) | | | | | | | | | | | | | | | | | | | 10,016,153,401 | |
Other Assets in Excess of Liabilities – 5.8% | | | | | | | | | | | | | | | | | | | 612,798,573 | |
| | | | | | | | | | | | | | | | | | | | |
NET ASSETS – 100.0% | | | | | | | | | | | | | | | | | | $ | 10,628,951,974 | |
| | | | | | | | | | | | | | | | | | | | |
(a) | Rate represents annualized yield at date of purchase. |
(b) | Variable Rate Security – Interest rate shown is rate in effect at December 31, 2016. |
(c) | Illiquid security. This security represents $175,000,000 or 1.7% of net assets as of December 31, 2016. |
(d) | Unless otherwise indicated, the values of the securities of the Portfolio are determined based on Level 2 inputs. (Note 2) |
(e) | Also represents the cost for federal tax purposes. |
See accompanying notes to financial statements.
3
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Statement of Assets and Liabilities
December 31, 2016
| | | | |
Assets | | | | |
Investments in securities, at value and cost (Note 2) | | $ | 5,945,153,401 | |
Repurchase agreements, at amortized cost | | | 4,071,000,000 | |
| | | | |
Total Investments | | | 10,016,153,401 | |
Cash | | | 608,049,969 | |
Interest receivable (Note 2) | | | 5,399,084 | |
Prepaid expenses and other assets | | | 254 | |
| | | | |
Total assets | | | 10,629,602,708 | |
Liabilities | |
Advisory fee payable (Note 4) | | | 443,567 | |
Administration, custodian and transfer agent fees payable (Note 4) | | | 74,047 | |
Trustees’ fees and expenses payable (Note 5) | | | 379 | |
Professional fees payable | | | 60,166 | |
Printing fees payable | | | 9,227 | |
Accrued expenses and other liabilities | | | 63,348 | |
| | | | |
Total liabilities | | | 650,734 | |
| | | | |
Net Assets | | $ | 10,628,951,974 | |
| | | | |
See accompanying notes to financial statements.
4
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Statement of Operations
For the Year Ended December 31, 2016
| | | | |
Investment Income | |
Interest income | | $ | 15,262,095 | |
| | | | |
Expenses | | | | |
Advisory fee (Note 4) | | | 2,228,424 | |
Administration, custodian and transfer agent fees (Note 4) | | | 564,714 | |
Trustees’ fees and expenses (Note 5) | | | 47,654 | |
Professional fees | | | 156,062 | |
Printing and postage fees | | | 3,736 | |
Insurance expense | | | 6,505 | |
Miscellaneous expenses | | | 81,584 | |
| | | | |
Total Expenses | | | 3,088,679 | |
| | | | |
Net Investment Income (Loss) | | | 12,173,416 | |
| | | | |
Realized Gain (Loss) | |
Net realized gain (loss) on: | | | | |
Investments | | | 21,479 | |
| | | | |
Net Increase (Decrease) in Net Assets from Operations | | $ | 12,194,895 | |
| | | | |
See accompanying notes to financial statements.
5
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Statement of Changes in Net Assets
| | | | | | | | |
| | Year Ended 12/31/16 | | | Year Ended 12/31/15 | |
Increase (Decrease) in Net Assets From Operations: | | | | | | | | |
Net investment income (loss) | | $ | 12,173,416 | | | $ | (248,077 | ) |
Net realized gain (loss) | | | 21,479 | | | | 695 | |
| | | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | 12,194,895 | | | | (247,382 | ) |
| | | | | | | | |
Capital Transactions: | | | | | | | | |
Contributions | | | 12,712,264,167 | | | | 8,379,100,091 | |
Proceeds in connection with Reorganization (Note 8) | | | 7,471,889,450 | | | | – | |
Withdrawals | | | (11,312,210,340 | ) | | | (9,399,568,878 | ) |
| | | | | | | | |
Net increase (decrease) in net assets from capital transactions | | | 8,871,943,277 | | | | (1,020,468,787 | ) |
| | | | | | | | |
Net Increase (Decrease) in Net Assets During the Period | | | 8,884,138,172 | | | | (1,020,716,169 | ) |
| | | | | | | | |
Net Assets at Beginning of Period | | | 1,744,813,802 | | | | 2,765,529,971 | |
| | | | | | | | |
Net Assets at End of Period | | $ | 10,628,951,974 | | | $ | 1,744,813,802 | |
| | | | | | | | |
See accompanying notes to financial statements.
6
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Financial Highlights
Selected data for a share outstanding throughout each period
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended 12/31/16 | | | Year Ended 12/31/15 | | | Year Ended 12/31/14 | | | Year Ended 12/31/13 | | | Year Ended 12/31/12 | |
Total return(a) | | | 0.23 | % | | | (0.01 | )% | | | (0.02 | )% | | | 0.00 | %(b) | | | 0.06 | % |
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (in 000s) | | $ | 10,628,952 | | | $ | 1,744,814 | | | $ | 2,765,530 | | | $ | 2,753,017 | | | $ | 2,298,541 | |
Ratios to average net assets: | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 0.07 | % | | | 0.07 | % | | | 0.07 | % | | | 0.07 | % | | | 0.08 | % |
Net investment income (loss) | | | 0.27 | % | | | (0.01 | )% | | | (0.02 | )% | | | 0.00 | %(b) | | | 0.06 | % |
(a) | Results represent past performance and are not indicative of future results. |
(b) | Amount is less than 0.005%. |
See accompanying notes to financial statements.
7
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Notes to Financial Statements
December 31, 2016
State Street Master Funds (the “Trust”), a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (“1940 Act”), is an open-end management investment company.
As of December 31, 2016, the Trust consists of six (6) series each of which represents a separate series of beneficial interest in the Trust. State Street Treasury Plus Money Market Portfolio (the “Portfolio”) is authorized to issue an unlimited number of shares of beneficial interest with no par value. The financial statements herein relate only to the Portfolio.
The Portfolio operates as a “government money market fund” within the meaning of Rule 2a-7 under the 1940 Act, to comply with the amendments to Rule 2a-7 that became effective October 14, 2016. The Portfolio is not currently subject to liquidity fees or temporary suspensions of redemptions due to declines in the Portfolio’s weekly liquid assets.
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 would 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.
Security Valuation
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.
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.
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.
8
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Notes to Financial Statements — (continued)
December 31, 2016
Various inputs are used in determining the value of the Portfolio’s investments. The Portfolio values its assets and liabilities at fair value using a fair value hierarchy consisting of three broad levels that prioritize 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 period ended December 31, 2016.
Investment Transactions and Income Recognition
Investment transactions are accounted for on the trade date for financial reporting purposes. Realized gains and losses from the sale or disposition of investments are determined using the identified cost method. Interest income is recorded daily on an accrual basis. All premiums and discounts are amortized/accreted for financial reporting purposes.
All of the net investment income and realized 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 series of the Trust, are applied to that series within the Trust. Other expenses which cannot be attributed to a specific series of the Trust 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 series within the Trust.
9
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Notes to Financial Statements — (continued)
December 31, 2016
3. | | Securities and Other Investments |
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. During the term of a repurchase agreement, the value of the underlying securities held as collateral on behalf of the Portfolio including accrued interest, is required to exceed the value of the repurchase agreement, including accrued interest.
The Portfolio monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the Portfolio’s principal amount of the repurchase agreement (including accrued interest). The underlying securities are ordinarily United States Government or Government Agency securities, but may consist of other securities. The use of repurchase agreements involves certain risks including counterparty risks. In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which the value of the collateral may decline.
As of December 31, 2016, the Portfolio had invested in repurchase agreements with the gross values of $4,071,000,000 and associated collateral equal to $4,083,971,830.
4. | | Fees and Transactions with Affiliates |
Advisory Fee
The Trust has entered into an investment advisory agreement with SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), a subsidiary of State Street Corporation and an affiliate of State Street Bank and Trust Company (“State Street”), 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.
Administrator, Sub-Administrator, Custodian and Transfer Agent Fees
SSGA FM serves as administrator and State Street serves as custodian, sub-administrator and transfer agent. SSGA FM and State Street receive an annual fee for their services as administrator, custodian, sub-administrator and transfer agent, respectively. 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 |
10
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Notes to Financial Statements — (continued)
December 31, 2016
The minimum fee will be calculated by multiplying the minimum per portfolio 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.
Other Transactions with Affiliates
In December 2015, State Street, the Portolio’s custodian, announced a review of the manner in which it invoiced certain expenses to certain of its Investment Servicing clients, primarily in the United States, during an 18-year period going back to 1998 and its determination that it had incorrectly invoiced clients for certain expenses. State Street informed its clients that it will pay to them the expenses it concluded were incorrectly invoiced to them, plus interest.
The amounts in the table below represent the refunded expenses and interest credited to the Portfolio for the periods in question.
| | | | | | | | | | | | |
Refunded Custody Expense* | | Interest* | | | Total | | | % of Net Assets at 12/31/16 | |
$2,142 | | $ | 11 | | | $ | 2,153 | | | | 0.00 | %** |
* | Refunded Custody Expense and Interest appear on the Statement of Operations in Administration, custody and transfer agent fees and Interest income, respectively. |
** | Amount is less than 0.005% of net assets. |
The fees and expenses of the Trust’s trustees who are not “interested persons” of the Trust, as defined in the 1940 Act (“Independent Trustees”), are paid directly by the Portfolio. The Independent Trustees are reimbursed for travel and other out-of-pocket expenses in connection with meeting attendance and industry seminars.
6. | | Income Tax Information |
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 is 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 its tax liability based on its distributive share; therefore, no provision has been made for federal income taxes.
The Portfolio files federal and various state and local tax returns as required. No income tax returns are currently under examination. Generally, the federal returns are subject to examination by the Internal Revenue Service for a period of three years from date of filing, while the state returns may remain open for an additional year depending upon jurisdiction. SSGA FM has analyzed the Portfolio’s tax positions taken on tax returns for all open years and does not believe there are any uncertain tax positions that would require recognition of a tax liability.
At December 31, 2016, the cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes.
11
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Notes to Financial Statements — (continued)
December 31, 2016
Concentration Risk
As a result of the Portfolio’s ability to invest a large percentage of its assets in obligations of issuers within the same country, state, region, currency or economic sector, an adverse economic, business or political development may affect the value of the Portfolio’s investments more than if the Portfolio were more broadly diversified.
Market, Credit and Counterparty Risk
In the normal course of business, the Portfolio trades securities and enters into financial transactions where risk of potential loss exists due to changes in global economic conditions and fluctuations of the market (market risk). Additionally, the Portfolio may also be exposed to counterparty risk in the event that an issuer or guarantor fails to perform or that an institution or entity with which the Portfolio has unsettled or open transactions defaults. 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).
Financial assets, which potentially expose the Portfolio to market, credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to market, 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.
8. Proceeds in Connection with Reorganization
On August 29, 2016, State Street Institutional Treasury Plus Money Market Fund (“Acquiring Fund”) acquired substantially all of the assets and assumed all of the liabilities of SSGA U.S. Treasury Money Market Fund (“Acquired Fund”) in exchange for Trust Class shares of the Acquiring Fund pursuant to an Agreement and Plan of Reorganization approved by the Board. Immediately following, the Fund transferred to the Portfolio all of the net assets received from the Acquired Fund in exchange for an interest in the Portfolio, which is disclosed in the Statements of Changes in Net Assets.
9. Subsequent Events
Management has evaluated the impact of all subsequent events on the Portfolio through the date on which the financial statements were available to be issued and has determined that there were no subsequent events requiring adjustment or disclosure in the financial statement.
12
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, 2016, 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, 2016, by correspondence with the custodian, brokers and others or by other appropriate auditing procedures where replies from brokers 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, 2016, 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 27, 2017
13
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Other Information
December 31, 2016 (Unaudited)
EXPENSE EXAMPLE
As a shareholder of a fund, you incur two types of costs: (1) transaction costs, including sales charges (loads), if applicable, on purchase payments, reinvested dividends, or other distributions and (2) ongoing costs, including advisory fees and to the extent applicable, distribution (12b-1) and/or service fees; and other Portfolio expenses. 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. 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, 2016 to December 31, 2016.
The table below illustrates your Portfolio’s cost in two ways:
| • | | Based on actual fund return – This section helps you to estimate the actual expenses that you paid over the period. The “Ending Account Value” shown is derived from each 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”. |
| • | | 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 U.S. Securities and Exchange Commission (the “SEC”) 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. |
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales load charges (loads). Therefore, the hypothetical 5% return section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.
| | | | | | | | | | | | | | | | | | | | |
| | | Actual | | | Hypothetical (assuming a 5% return before expenses) | |
| | Annualized Expense Ratio | | | Ending Account Value | | | Expenses Paid During Period(a) | | | Ending Account Value | | | Expenses Paid During Period(a) | |
State Street Treasury Plus Money Market Portfolio | | | 0.07 | % | | $ | 1,001.40 | | | $ | 0.35 | | | $ | 1,024.80 | | | $ | 0.36 | |
(a) | Expenses are equal to the Portfolio’s annualized net expense ratio multiplied by the average account value of the period, multiplied by 184, then divided by 366. |
14
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Other Information — (continued)
December 31, 2016 (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 SEC’s website at www.sec.gov, or (iii) at the SEC’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 SEC at www.sec.gov.
Quarterly Portfolio Schedule
The Portfolio will file their complete schedules of investments with the SEC 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 SEC’s website at www.sec.gov, or (iii) at the SEC’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 SEC on Form N-MFP. The Portfolio’s Form N-MFP is available (i) on the SEC’s website at www.sec.gov, or (ii) at the SEC’s public reference room.
15
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Other Information — (continued)
December 31, 2016 (Unaudited)
Trustees and Officers Information
| | | | | | | | | | |
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 c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 YOB: 1944 | | Trustee and Co-Chairman of the Board | | Term: Indefinite Elected: 7/99 | | Chairman, Holland & Company L.L.C. (investment adviser) (1995 – present). | | 72 | | 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 Loans (and Real Estate) Funds. |
Patrick J. Riley c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 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. | | 78 | | Board Director and Chairman, SPDR Europe 1PLC Board (2011 – Present); Board Director and Chairman, SPDR Europe II, PLC (2013 – Present). |
William L. Boyan(1) c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 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. | | 78 | | 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. |
16
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Other Information — (continued)
December 31, 2016 (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 c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 YOB: 1942 | | Trustee and Co-Chairman of the Audit Committee | | Term: Indefinite Elected: 1/14 | | July 2016 to Present, Chief Executive Officer and Chief Compliance Officer, The Marshall Financial Group, Inc.; 2015 to present, Board member, The Doylestown Health Foundation Board; April 2011 to June 2016, 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. | | 78 | | |
Richard D. Shirk c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 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; 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). | | 78 | | |
17
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Other Information — (continued)
December 31, 2016 (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) |
Rina K. Spence c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 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); Honorary Consul for Monaco in Boston (2015 – present). | | 78 | | Trustee, Eastern Enterprise (utilities) (1988 – 2000); Director, Berkshire Life Insurance Company of America (1993 – 2009). |
Bruce D. Taber c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 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). | | 72 | | |
Douglas T. Williams c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 YOB: 1940 | | Trustee and Co-Chairman of the Audit Committee | | Term: Indefinite Elected: 7/99 | | Retired 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). | | 78 | | |
Michael A. Jessee c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 YOB: 1946 | | Trustee | | Term: Indefinite Appointed: 7/16 | | Retired; formerly, President and Chief Executive Officer of the Federal Home Loan Bank of Boston (1989 – 2009); Trustee, Randolph-Macon College (2004 – 2016). | | 78 | | |
18
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Other Information — (continued)
December 31, 2016 (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 |
Interested Trustee(2) | | |
James E. Ross SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 YOB: 1965 | | Trustee | | Term: Indefinite Appointed: 2/07 | | Executive Vice President; State Street Global Advisors (2006 – present); Chairman and Director, SSGA Funds Management, Inc. (2012 – present); Principal, State Street Global Advisors (2006 – present); President, SSGA Funds Management, Inc. (2005 – 2012). | | 265 | | SSGA SPDR ETFs Europe I plc (Director) (November 2016 – present); SSGA SPDR ETFs Europe II plc (Director) (November 2016 – present). |
(1) | Mr. Boyan retired as a Trustee of the Trust effective February 16, 2017. |
(2) | Mr. Ross is an Interested Trustee because of his employment by SSGA Funds Management, Inc., an affiliate of the Trust. |
† | For the purpose of determining the number of portfolios overseen by the Trustees, “Fund Complex” comprises registered investment companies for which SSGA Funds Management, Inc. serves as investment adviser. |
The following lists the principal officers for the Trust, as well as their mailing addresses and ages, positions with the Trust and length of time served, and present and principal occupations:
| | | | | | |
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 02111-2900 YOB: 1967 | | President | | Term: Indefinite Elected: 10/12 | | President and Director, SSGA Funds Management, Inc. (2001 – present)*; 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 02111-2900 YOB: 1966 | | Vice President and Deputy Treasurer | | Term: Indefinite Elected: 10/12 Term: Indefinite Elected: 2/16 | | Chief Operating Officer, SSGA Funds Management, Inc. (2005 – present)*; Managing Director, State Street Global Advisors (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).* |
19
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Other Information — (continued)
December 31, 2016 (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) |
Darlene Anderson-Vasquez SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1968 | | Deputy Treasurer | | Term: Indefinite Elected: 11/16 | | Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (May 2016 – present); Senior Vice President, John Hancock Investments (September 2007 – May 2016). |
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 2007 – present).* |
Brian Harris SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1973 | | Chief Compliance Officer and Code of Ethics Compliance Officer | | Term: Indefinite Elected: 11/13 Term: Indefinite Elected: 9/16 | | Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (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). |
Joshua A. Weinberg SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 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 (2005 – 2011). |
Jesse D. Hallee State Street Bank and Trust Company 100 Summer Street, 7th Floor Boston, MA 02111 YOB: 1976 | | Secretary | | Term: Indefinite Elected: 9/16 | | Vice President and Managing Counsel, State Street Bank and Trust Company (2013 – present); Vice President and Counsel, Brown Brothers Harriman & Co. (2007 – 2013). |
Khimmara Greer State Street Bank and Trust Company 100 Summer Street, 7th Floor Boston, MA 02111 YOB: 1983 | | Assistant Secretary | | Term: Indefinite Elected: 5/16 | | Vice President and Counsel, State Street Bank and Trust Company (2015 – present); Regulatory Advisor, JPMorgan (2014 – 2015); Claims Case Manager, Liberty Mutual Insurance (2012 – 2014); Contract Attorney, Various Law Firms (2011 – 2012). |
* | Served in various capacities and/or with various affiliated entities during noted time period. |
Statement of Additional Information (SAI) includes additional information about the Portfolio’s directors and is available, without charge, upon request and by calling 1-877-521-4083.
20
Trustees
Michael F. Holland
William L. Marshall
Patrick J. Riley
James E. Ross
Richard D. Shirk
Rina K. Spence
Bruce D. Taber
Douglas T. Williams
Michael A. Jessee
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 | | STTTPAR1 |
The information contained in this report is intended for the general information of shareholders of the Portfolio and shareholders of any fund invested in the Portfolio. Interests in the Portfolio are offered solely to eligible investors in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the 1933 Act. This report is not authorized for distribution (i) to prospective investors in any fund invested in the Portfolio unless preceded or accompanied by a current offering document for such fund or (ii) to prospective eligible investors in the Portfolio unless preceded or accompanied by a current offering document of the Portfolio. Eligible investors in the Portfolio may obtain a current Portfolio offering document by calling 1-877-521-4083. Please read the offering document carefully before investing in the Portfolio.
Annual Report
31 December 2016
State Street Master Funds
State Street U.S. Government Money Market Portfolio

The information contained in this report is intended for the general information of shareholders of the Portfolio and shareholders of any fund invested in the Portfolio. Interests in the Portfolio are offered solely to eligible investors in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the 1933 Act. This report is not authorized for distribution (i) to prospective investors in any fund invested in the Portfolio unless preceded or accompanied by a current offering document for such fund or (ii) to prospective eligible investors in the Portfolio unless preceded or accompanied by a current offering document of the Portfolio. Eligible investors in the Portfolio may obtain a current Portfolio offering document by calling 1-877-521-4083. Please read the offering document carefully before investing in the Portfolio.
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Annual Report
December 31, 2016
Table of Contents
The information contained in this report is intended for the general information of shareholders of the Portfolio and shareholders of any fund invested in the Portfolio. Interests in the Portfolio are offered solely to eligible investors in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the 1933 Act. This report is not authorized for distribution (i) to prospective investors in any fund invested in the Portfolio unless preceded or accompanied by a current offering document for such fund or (ii) to prospective eligible investors in the Portfolio unless preceded or accompanied by a current offering document of the Portfolio. Eligible investors in the Portfolio may obtain a current Portfolio offering document by calling 1-877-521-4083. Please read the offering document carefully before investing in the Portfolio.
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Portfolio Statistics (Unaudited)
| | | | |
Portfolio Composition* | | | December 31, 2016 | |
Treasury Repurchase Agreements | | | 38.9 | % |
Government Agency Debt | | | 35.4 | |
Treasury Debt | | | 16.4 | |
Government Agency Repurchase Agreements | | | 4.5 | |
Other Assets in Excess of Liabilities | | | 4.8 | |
Total | | | 100.0 | % |
| | | | |
Maturity Ladder* | | | December 31, 2016 | |
2 to 30 Days | | | 50.1 | % |
31 to 60 Days | | | 8.2 | |
61 to 90 Days | | | 7.7 | |
Over 90 Days | | | 29.2 | |
Total | | | 95.2 | % |
Average days to maturity | | | 27 | |
Weighted average life | | | 79 | |
* | 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.
1
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Schedule of Investments
December 31, 2016
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
| | | | | | | | | | | | | | | | | | | | |
GOVERNMENT AGENCY DEBT – 35.4% | | | | | | | | | | |
Federal Farm Credit Bank(a) | | | 0.515 | % | | | 01/03/2017 | | | | 10/03/2017 | | | $ | 98,200,000 | | | $ | 98,192,507 | |
Federal Farm Credit Bank(a) | | | 0.556 | % | | | 01/03/2017 | | | | 08/30/2017 | | | | 124,900,000 | | | | 124,891,650 | |
Federal Farm Credit Bank(a) | | | 0.566 | % | | | 01/03/2017 | | | | 11/30/2017 | | | | 150,000,000 | | | | 149,982,724 | |
Federal Farm Credit Bank(a) | | | 0.571 | % | | | 01/03/2017 | | | | 10/30/2017 | | | | 125,000,000 | | | | 124,996,861 | |
Federal Farm Credit Bank(a) | | | 0.717 | % | | | 01/07/2017 | | | | 11/07/2017 | | | | 150,000,000 | | | | 149,994,864 | |
Federal Farm Credit Bank(b) | | | 0.786 | % | | | 01/17/2017 | | | | 01/17/2017 | | | | 128,434,000 | | | | 128,444,926 | |
Federal Farm Credit Bank(a) | | | 0.709 | % | | | 01/15/2017 | | | | 05/15/2017 | | | | 158,750,000 | | | | 158,747,696 | |
Federal Farm Credit Bank(a) | | | 0.765 | % | | | 01/04/2017 | | | | 12/04/2017 | | | | 125,000,000 | | | | 125,164,643 | |
Federal Farm Credit Bank(a) | | | 0.796 | % | | | 01/27/2017 | | | | 04/27/2017 | | | | 119,600,000 | | | | 119,597,311 | |
Federal Home Loan Bank(b) | | | 0.330 | % | | | 01/05/2017 | | | | 01/05/2017 | | | | 149,000,000 | | | | 148,994,537 | |
Federal Home Loan Bank(b) | | | 0.374 | % | | | 01/11/2017 | | | | 01/11/2017 | | | | 250,000,000 | | | | 249,974,028 | |
Federal Home Loan Bank(b) | | | 0.429 | % | | | 01/04/2017 | | | | 01/04/2017 | | | | 734,000,000 | | | | 733,978,378 | |
Federal Home Loan Bank(b) | | | 0.435 | % | | | 01/06/2017 | | | | 01/06/2017 | | | | 697,000,000 | | | | 696,963,327 | |
Federal Home Loan Bank(b) | | | 0.450 | % | | | 01/13/2017 | | | | 01/13/2017 | | | | 199,000,000 | | | | 198,970,150 | |
Federal Home Loan Bank(b) | | | 0.460 | % | | | 03/29/2017 | | | | 03/29/2017 | | | | 200,000,000 | | | | 199,777,667 | |
Federal Home Loan Bank(b) | | | 0.465 | % | | | 01/18/2017 | | | | 01/18/2017 | | | | 99,000,000 | | | | 98,978,261 | |
Federal Home Loan Bank(b) | | | 0.475 | % | | | 01/20/2017 | | | | 01/20/2017 | | | | 100,000,000 | | | | 99,974,931 | |
Federal Home Loan Bank(a) | | | 0.480 | % | | | 01/17/2017 | | | | 07/17/2017 | | | | 135,700,000 | | | | 135,700,000 | |
Federal Home Loan Bank(b) | | | 0.485 | % | | | 01/25/2017 | | | | 01/25/2017 | | | | 100,000,000 | | | | 99,967,667 | |
Federal Home Loan Bank(b) | | | 0.489 | % | | | 04/07/2017 | | | | 04/07/2017 | | | | 100,000,000 | | | | 99,869,600 | |
Federal Home Loan Bank(b) | | | 0.500 | % | | | 02/23/2017 | | | | 02/23/2017 | | | | 187,000,000 | | | | 186,862,347 | |
Federal Home Loan Bank(b) | | | 0.500 | % | | | 04/12/2017 | | | | 04/12/2017 | | | | 105,000,000 | | | | 104,852,708 | |
Federal Home Loan Bank(b) | | | 0.510 | % | | | 03/22/2017 | | | | 03/22/2017 | | | | 397,600,000 | | | | 397,150,672 | |
Federal Home Loan Bank(b) | | | 0.520 | % | | | 02/22/2017 | | | | 02/22/2017 | | | | 200,000,000 | | | | 199,849,778 | |
Federal Home Loan Bank(b) | | | 0.524 | % | | | 03/08/2017 | | | | 03/08/2017 | | | | 600,000,000 | | | | 599,423,600 | |
Federal Home Loan Bank(b) | | | 0.540 | % | | | 02/14/2017 | | | | 02/14/2017 | | | | 248,000,000 | | | | 247,836,320 | |
Federal Home Loan Bank(b) | | | 0.550 | % | | | 03/24/2017 | | | | 03/24/2017 | | | | 45,000,000 | | | | 44,943,625 | |
Federal Home Loan Bank(a) | | | 0.556 | % | | | 01/03/2017 | | | | 10/03/2017 | | | | 73,900,000 | | | | 73,900,000 | |
Federal Home Loan Bank(b) | | | 0.560 | % | | | 03/15/2017 | | | | 03/15/2017 | | | | 249,000,000 | | | | 248,717,247 | |
Federal Home Loan Bank(b) | | | 0.570 | % | | | 03/09/2017 | | | | 03/09/2017 | | | | 50,000,000 | | | | 49,946,958 | |
Federal Home Loan Bank(b) | | | 0.570 | % | | | 03/13/2017 | | | | 03/13/2017 | | | | 200,000,000 | | | | 199,775,167 | |
Federal Home Loan Bank(a) | | | 0.741 | % | | | 01/18/2017 | | | | 05/18/2017 | | | | 148,600,000 | | | | 148,600,000 | |
Federal Home Loan Bank(a) | | | 0.781 | % | | | 01/20/2017 | | | | 04/20/2017 | | | | 146,800,000 | | | | 146,800,000 | |
Federal Home Loan Bank(b) | | | 0.831 | % | | | 01/11/2017 | | | | 01/11/2017 | | | | 152,600,000 | | | | 152,600,000 | |
Federal Home Loan Bank(a) | | | 0.838 | % | | | 02/08/2017 | | | | 08/08/2017 | | | | 250,000,000 | | | | 250,000,000 | |
Federal Home Loan Bank(a) | | | 0.863 | % | | | 03/08/2017 | | | | 09/08/2017 | | | | 275,000,000 | | | | 275,000,000 | |
Federal Home Loan Bank(a) | | | 0.887 | % | | | 03/20/2017 | | | | 06/20/2017 | | | | 28,200,000 | | | | 28,199,263 | |
Federal Home Loan Bank(a) | | | 0.897 | % | | | 03/29/2017 | | | | 06/29/2017 | | | | 368,350,000 | | | | 368,350,000 | |
Federal Home Loan Bank(a) | | | 0.561 | % | | | 01/19/2017 | | | | 04/19/2017 | | | | 68,700,000 | | | | 68,698,967 | |
Federal Home Loan Bank(a) | | | 0.416 | % | | | 01/11/2017 | | | | 04/11/2017 | | | | 400,000,000 | | | | 400,000,000 | |
See accompanying notes to financial statements.
2
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Schedule of Investments — (continued)
December 31, 2016
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
| | | | | | | | | | | | | | | | | | | | |
GOVERNMENT AGENCY DEBT – (continued) | | | | | | | | | | |
Federal Home Loan Bank(a) | | | 0.615 | % | | | 01/14/2017 | | | | 12/14/2017 | | | $ | 250,000,000 | | | $ | 250,000,000 | |
Federal Home Loan Bank(a) | | | 0.655 | % | | | 01/04/2017 | | | | 05/04/2017 | | | | 220,600,000 | | | | 220,600,000 | |
Federal Home Loan Bank(a) | | | 0.683 | % | | | 03/15/2017 | | | | 12/15/2017 | | | | 200,000,000 | | | | 200,000,000 | |
Federal Home Loan Bank(a) | | | 0.706 | % | | | 01/17/2017 | | | | 08/17/2017 | | | | 221,800,000 | | | | 221,800,000 | |
Federal Home Loan Bank(a) | | | 0.765 | % | | | 01/23/2017 | | | | 05/23/2017 | | | | 80,800,000 | | | | 80,800,000 | |
Federal Home Loan Bank(a) | | | 0.771 | % | | | 01/30/2017 | | | | 11/28/2017 | | | | 250,000,000 | | | | 249,988,487 | |
Federal Home Loan Bank(a) | | | 0.801 | % | | | 02/01/2017 | | | | 11/01/2017 | | | | 50,000,000 | | | | 50,000,000 | |
Federal Home Loan Bank(b) | | | 0.823 | % | | | 02/08/2017 | | | | 02/08/2017 | | | | 40,000,000 | | | | 39,999,792 | |
Federal Home Loan Bank(a) | | | 0.827 | % | | | 02/12/2017 | | | | 02/10/2017 | | | | 278,500,000 | | | | 278,498,470 | |
Federal Home Loan Bank(a) | | | 0.914 | % | | | 03/14/2017 | | | | 06/14/2017 | | | | 300,000,000 | | | | 300,000,000 | |
Federal Home Loan Bank(b) | | | 0.717 | % | | | 02/09/2017 | | | | 02/09/2017 | | | | 175,000,000 | | | | 175,000,000 | |
Federal Home Loan Bank(b) | | | 0.833 | % | | | 01/13/2017 | | | | 01/13/2017 | | | | 150,600,000 | | | | 150,600,000 | |
Federal Home Loan Bank(a) | | | 0.542 | % | | | 01/07/2017 | | | | 07/07/2017 | | | | 403,600,000 | | | | 403,600,000 | |
Federal Home Loan Bank(a) | | | 0.462 | % | | | 01/24/2017 | | | | 07/24/2017 | | | | 156,000,000 | | | | 156,000,000 | |
Federal Home Loan Bank(a) | | | 0.564 | % | | | 01/11/2017 | | | | 08/11/2017 | | | | 67,300,000 | | | | 67,300,000 | |
Federal Home Loan Bank(a) | | | 0.614 | % | | | 01/02/2017 | | | | 10/02/2017 | | | | 275,000,000 | | | | 275,000,000 | |
Federal Home Loan Bank(a) | | | 0.726 | % | | | 02/15/2017 | | | | 11/15/2017 | | | | 250,000,000 | | | | 250,000,000 | |
Federal Home Loan Bank(b) | | | 0.823 | % | | | 02/08/2017 | | | | 02/08/2017 | | | | 55,700,000 | | | | 55,699,711 | |
Federal Home Loan Bank(a) | | | 0.600 | % | | | 01/13/2017 | | | | 12/13/2017 | | | | 148,300,000 | | | | 148,300,000 | |
Federal Home Loan Bank(a) | | | 0.675 | % | | | 01/16/2017 | | | | 08/16/2017 | | | | 95,000,000 | | | | 95,000,000 | |
Federal Home Loan Bank(a) | | | 0.746 | % | | | 01/28/2017 | | | | 08/28/2017 | | | | 188,500,000 | | | | 188,500,000 | |
Federal Home Loan Bank(a) | | | 0.418 | % | | | 01/19/2017 | | | | 04/19/2017 | | | | 68,700,000 | | | | 68,700,000 | |
Federal Home Loan Bank(a) | | | 0.707 | % | | | 02/13/2017 | | | | 11/13/2017 | | | | 125,000,000 | | | | 125,000,000 | |
Federal Home Loan Bank(a) | | | 0.461 | % | | | 01/27/2017 | | | | 07/27/2017 | | | | 102,000,000 | | | | 101,936,259 | |
Federal Home Loan Bank(a) | | | 0.637 | % | | | 01/07/2017 | | | | 09/07/2017 | | | | 181,000,000 | | | | 181,000,000 | |
Federal Home Loan Bank(a) | | | 0.468 | % | | | 01/13/2017 | | | | 07/13/2017 | | | | 387,000,000 | | | | 387,000,000 | |
Federal Home Loan Bank(a) | | | 0.566 | % | | | 01/18/2017 | | | | 04/18/2017 | | | | 170,000,000 | | | | 170,000,000 | |
Federal Home Loan Bank(a) | | | 0.624 | % | | | 01/15/2017 | | | | 12/15/2017 | | | | 250,000,000 | | | | 250,000,000 | |
Federal Home Loan Bank(a) | | | 0.677 | % | | | 01/16/2017 | | | | 08/16/2017 | | | | 158,500,000 | | | | 158,500,000 | |
Federal Home Loan Bank(a) | | | 0.677 | % | | | 03/13/2017 | | | | 12/13/2017 | | | | 94,900,000 | | | | 94,900,000 | |
Federal Home Loan Bank(a) | | | 0.704 | % | | | 01/17/2017 | | | | 08/17/2017 | | | | 95,000,000 | | | | 95,000,000 | |
Federal Home Loan Bank(a) | | | 0.824 | % | | | 01/10/2017 | | | | 07/10/2017 | | | | 175,000,000 | | | | 174,997,751 | |
Federal Home Loan Bank(a) | | | 0.474 | % | | | 01/12/2017 | | | | 07/12/2017 | | | | 339,300,000 | | | | 339,300,000 | |
Federal Home Loan Bank(a) | | | 0.657 | % | | | 01/06/2017 | | | | 04/06/2018 | | | | 90,000,000 | | | | 89,999,814 | |
Federal Home Loan Mortgage Corp.(b) | | | 0.400 | % | | | 01/04/2017 | | | | 01/04/2017 | | | | 87,752,000 | | | | 87,749,075 | |
Federal Home Loan Mortgage Corp.(b) | | | 0.500 | % | | | 05/15/2017 | | | | 05/15/2017 | | | | 321,900,000 | | | | 321,300,908 | |
Federal Home Loan Mortgage Corp.(a) | | | 0.744 | % | | | 01/20/2017 | | | | 04/20/2017 | | | | 125,000,000 | | | | 124,994,291 | |
Federal Home Loan Mortgage Corp.(a) | | | 0.914 | % | | | 03/21/2017 | | | | 12/21/2017 | | | | 75,000,000 | | | | 75,000,000 | |
Federal Home Loan Mortgage Corp.(a) | | | 0.720 | % | | | 01/13/2017 | | | | 11/13/2017 | | | | 250,000,000 | | | | 250,000,000 | |
See accompanying notes to financial statements.
3
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Schedule of Investments — (continued)
December 31, 2016
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
| | | | | | | | | | | | | | | | | | | | |
GOVERNMENT AGENCY DEBT – (continued) | | | | | | | | | | |
Federal Home Loan Mortgage Corp.(a) | | | 0.526 | % | | | 01/17/2017 | | | | 04/17/2017 | | | $ | 333,400,000 | | | $ | 333,400,000 | |
Federal Home Loan Mortgage Corp.(b) | | | 0.410 | % | | | 01/19/2017 | | | | 01/19/2017 | | | | 29,100,000 | | | | 29,094,034 | |
Federal Home Loan Mortgage Corp.(b) | | | 0.500 | % | | | 04/25/2017 | | | | 04/25/2017 | | | | 369,500,000 | | | | 368,914,958 | |
Federal Home Loan Mortgage Corp.(b) | | | 0.520 | % | | | 05/09/2017 | | | | 05/09/2017 | | | | 369,400,000 | | | | 368,717,020 | |
Federal Home Loan Mortgage Corp.(b) | | | 0.550 | % | | | 05/18/2017 | | | | 05/18/2017 | | | | 184,500,000 | | | | 184,113,831 | |
Federal National Mortgage Assoc.(b) | | | 0.480 | % | | | 02/14/2017 | | | | 02/14/2017 | | | | 276,400,000 | | | | 276,237,845 | |
Federal National Mortgage Assoc.(b) | | | 0.510 | % | | | 02/01/2017 | | | | 02/01/2017 | | | | 11,000,000 | | | | 10,995,169 | |
Federal National Mortgage Assoc.(b) | | | 0.308 | % | | | 01/04/2017 | | | | 01/04/2017 | | | | 150,000,000 | | | | 149,996,150 | |
Federal National Mortgage Assoc.(b) | | | 0.400 | % | | | 01/17/2017 | | | | 01/17/2017 | | | | 201,000,000 | | | | 200,964,267 | |
Federal National Mortgage Assoc.(b) | | | 0.510 | % | | | 02/08/2017 | | | | 02/08/2017 | | | | 57,200,000 | | | | 57,169,207 | |
Federal National Mortgage Assoc.(a) | | | 0.645 | % | | | 01/05/2017 | | | | 10/05/2017 | | | | 75,000,000 | | | | 74,977,788 | |
Federal National Mortgage Assoc.(a) | | | 0.717 | % | | | 01/16/2017 | | | | 08/16/2017 | | | | 300,000,000 | | | | 299,981,197 | |
Federal National Mortgage Assoc.(a) | | | 0.846 | % | | | 01/11/2017 | | | | 01/11/2018 | | | | 125,000,000 | | | | 125,000,000 | |
Federal National Mortgage Assoc.(a) | | | 0.944 | % | | | 03/21/2017 | | | | 03/21/2018 | | | | 250,000,000 | | | | 250,517,740 | |
Federal National Mortgage Assoc.(a) | | | 0.659 | % | | | 01/08/2017 | | | | 09/08/2017 | | | | 220,000,000 | | | | 219,954,559 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL GOVERNMENT AGENCY DEBT | | | | | | | | | | | | 18,036,766,703 | |
| | | | | | | | | | | | | | | | | | | | |
TREASURY DEBT – 16.4% | | | | | | | | | | | | | | | |
U.S. Treasury Bill(b) | | | 0.340 | % | | | 01/19/2017 | | | | 01/19/2017 | | | | 250,000,000 | | | | 249,957,500 | |
U.S. Treasury Bill(b) | | | 0.360 | % | | | 01/12/2017 | | | | 01/12/2017 | | | | 400,000,000 | | | | 399,956,000 | |
U.S. Treasury Bill(b) | | | 0.400 | % | | | 02/16/2017 | | | | 02/16/2017 | | | | 565,000,000 | | | | 564,670,972 | |
U.S. Treasury Bill(b) | | | 0.420 | % | | | 03/30/2017 | | | | 03/30/2017 | | | | 600,000,000 | | | | 599,269,478 | |
U.S. Treasury Bill(b) | | | 0.425 | % | | | 01/26/2017 | | | | 01/26/2017 | | | | 450,000,000 | | | | 449,885,131 | |
U.S. Treasury Bill(b) | | | 0.470 | % | | | 04/20/2017 | | | | 04/20/2017 | | | | 199,000,000 | | | | 198,716,812 | |
U.S. Treasury Bill(b) | | | 0.480 | % | | | 02/23/2017 | | | | 02/23/2017 | | | | 100,000,000 | | | | 99,929,333 | |
U.S. Treasury Bill(b) | | | 0.483 | % | | | 04/27/2017 | | | | 04/27/2017 | | | | 300,000,000 | | | | 299,533,583 | |
U.S. Treasury Bill(b) | | | 0.490 | % | | | 03/09/2017 | | | | 03/09/2017 | | | | 250,000,000 | | | | 249,772,014 | |
U.S. Treasury Bill(b) | | | 0.495 | % | | | 03/23/2017 | | | | 03/23/2017 | | | | 550,000,000 | | | | 549,364,415 | |
U.S. Treasury Bill(b) | | | 0.495 | % | | | 04/13/2017 | | | | 04/13/2017 | | | | 400,000,000 | | | | 399,439,000 | |
U.S. Treasury Bill(b) | | | 0.503 | % | | | 03/02/2017 | | | | 03/02/2017 | | | | 250,000,000 | | | | 249,793,646 | |
U.S. Treasury Bill(b) | | | 0.545 | % | | | 03/16/2017 | | | | 03/16/2017 | | | | 460,000,000 | | | | 459,486,979 | |
U.S. Treasury Bill(b) | | | 0.490 | % | | | 04/06/2017 | | | | 04/06/2017 | | | | 302,000,000 | | | | 301,609,497 | |
U.S. Treasury Bill(b) | | | 0.615 | % | | | 05/25/2017 | | | | 05/25/2017 | | | | 100,000,000 | | | | 99,754,800 | |
U.S. Treasury Bill(b) | | | 0.615 | % | | | 06/08/2017 | | | | 06/08/2017 | | | | 248,500,000 | | | | 247,829,257 | |
U.S. Treasury Bill(b) | | | 0.620 | % | | | 06/01/2017 | | | | 06/01/2017 | | | | 305,000,000 | | | | 304,216,058 | |
U.S. Treasury Bill(b) | | | 0.625 | % | | | 05/18/2017 | | | | 05/18/2017 | | | | 300,000,000 | | | | 299,290,549 | |
U.S. Treasury Note(b) | | | 0.412 | % | | | 02/28/2017 | | | | 02/28/2017 | | | | 378,000,000 | | | | 379,532,048 | |
U.S. Treasury Note(b) | | | 0.441 | % | | | 02/28/2017 | | | | 02/28/2017 | | | | 193,000,000 | | | | 193,018,214 | |
U.S. Treasury Note(b) | | | 0.465 | % | | | 01/31/2017 | | | | 01/31/2017 | | | | 433,100,000 | | | | 434,037,411 | |
U.S. Treasury Note(a) | | | 0.630 | % | | | 01/03/2017 | | | | 04/30/2017 | | | | 176,500,000 | | | | 176,500,199 | |
U.S. Treasury Note(a) | | | 0.633 | % | | | 01/03/2017 | | | | 07/31/2017 | | | | 229,000,000 | | | | 228,962,140 | |
See accompanying notes to financial statements.
4
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Schedule of Investments — (continued)
December 31, 2016
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
| | | | | | | | | | | | | | | | | | | | |
TREASURY DEBT – (continued) | | | | | | | | | | | | | | | |
U.S. Treasury Note(a) | | | 0.640 | % | | | 01/03/2017 | | | | 01/31/2017 | | | $ | 55,500,000 | | | $ | 55,501,102 | |
U.S. Treasury Note(a) | | | 0.706 | % | | | 01/03/2017 | | | | 04/30/2018 | | | | 385,500,000 | | | | 385,890,349 | |
U.S. Treasury Note(a) | | | 0.724 | % | | | 01/03/2017 | | | | 10/31/2017 | | | | 150,000,000 | | | | 149,874,452 | |
U.S. Treasury Note(a) | | | 0.730 | % | | | 01/03/2017 | | | | 07/31/2018 | | | | 345,000,000 | | | | 345,296,149 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL TREASURY DEBT | | | | | | | | | | | | | | | | | | | 8,371,087,088 | |
| | | | | | | | | | | | | | | | | | | | |
GOVERNMENT AGENCY REPURCHASE AGREEMENTS – 4.5% | | | | | | | | | | |
Agreement with Citigroup Global Markets, Inc. and Bank of New York Mellon (Tri-Party), dated 12/30/2016 (collateralized by a Federal Farm Credit Bank, 0.687% due 03/06/2018, and a Federal National Mortgage Association, 0.649% due 03/08/2019, valued at $196,855,564); expected proceeds $193,006,151 | | | 0.520 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 192,995,000 | | | | 192,995,000 | |
Agreement with Goldman Sachs & Co. and Bank of New York Mellon (Tri-Party), dated 12/27/2016 (collateralized by Federal Farm Credit Banks, 0.730% – 3.300% due 10/13/2017 – 11/14/2036, Federal Home Loan Banks, 1.250% – 5.500% due 06/30/2020 – 07/15/2036, a Federal Home Loan Discount Note, 0.000% due 04/03/2017, a Federal Home Loan Mortgage Corporation, 0.971% due 03/08/2018, valued at $229,500,804); expected proceeds $225,024,063 | | | 0.550 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 225,000,000 | | | | 225,000,000 | |
Agreement with Goldman Sachs & Co. and Bank of New York Mellon (Tri-Party), dated 12/29/2016 (collateralized by Federal Farm Credit Banks, 0.781% – 3.190% due 07/24/2017 – 10/20/2036, Federal Home Loan Banks, 0.000% – 5.000% due 03/02/2017 – 11/13/2035, Federal Home Loan Discount Notes, 0.000% due 01/19/2017 – 03/31/2017, Federal Home Loan Mortgage Corporation, 0.000% – 0.971% due 03/08/2018 – 12/11/2025, Federal National Mortgage Association 0.000% – 2.500% due 06/01/2017 – 03/21/2018, valued at $255,000,015); expected proceeds $250,026,250 | | | 0.540 | % | | | 01/05/2017 | | | | 01/05/2017 | | | | 250,000,000 | | | | 250,000,000 | |
See accompanying notes to financial statements.
5
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Schedule of Investments — (continued)
December 31, 2016
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
| | | | | | | | | | | | | | | | | | | | |
GOVERNMENT AGENCY REPURCHASE AGREEMENTS – (continued) | | | | | | | |
Agreement with JP Morgan Securities, Inc. and JP Morgan Chase & Co. (Tri-Party), dated 12/30/2016 (collateralized by Federal Farm Credit Banks, 2.360% – 3.950% due 06/16/2025 – 08/06/2037, Federal Home Loan Banks, 2.000% – 4.000% due 04/11/2029 – 02/22/2041, Federal Home Loan Mortgage Corporations, 0.000% due 09/15/2025 – 08/22/2036, Federal National Mortgage Associations, 0.500% – 7.125% due 02/01/2019 – 01/15/2030, and Resolution Funding Strip, 8.875% due 04/15/2030, valued at $204,004,303); expected proceeds $200,011,556 | | | 0.520 | % | | | 01/03/2017 | | | | 01/03/2017 | | | $ | 200,000,000 | | | $ | 200,000,000 | |
Agreement with Societe Generale and Bank of New York Mellon (Tri-Party), dated 12/27/2016 (collateralized by a Federal Home Loan Mortgage Corporation, 0.750% due 08/28/2019, Federal National Mortgage Association, 1.125% due 09/06/2019, U.S. Treasury Bonds 3.625% – 8.125% due 05/15/2021 – 02/15/2044, U.S. Treasury Inflation Index Bonds 1.750% – 2.500% due 01/15/2028 – 01/15/2029, U.S. Treasury Inflation Index Notes 0.125% due 04/15/2020 – 07/15/2022 and U.S. Treasury Notes, 1.000% – 2.000% due 08/31/2019 – 02/15/2025, valued at $510,000,001); expected proceeds $500,051,528 | | | 0.530 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 500,000,000 | | | | 500,000,000 | |
Agreement with Societe Generale and Bank of New York Mellon (Tri-Party), dated 12/30/2016 (collateralized by a Federal Home Loan Discount Note, 0.000% due 01/17/2017, Federal Home Loan Mortgage Corporations, 0.500% – 0.750% due 01/27/2017 – 08/28/2019, a Federal National Mortgage Association, 0.875% due 05/21/2018, and a Government National Mortgage Association, 3.000% due 06/20/2046, valued at $150,960,000); expected proceeds $148,008,551 | | | 0.520 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 148,000,000 | | | | 148,000,000 | |
See accompanying notes to financial statements.
6
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Schedule of Investments — (continued)
December 31, 2016
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
| | | | | | | | | | | | | | | | | | | | |
GOVERNMENT AGENCY REPURCHASE AGREEMENTS – (continued) | | | | | | | |
Agreement with TD Securities (USA) LLC and Bank of New York Mellon (Tri-Party), dated 12/30/2016 (collateralized by Federal Farm Credit Banks, 0.625% – 1.089% due 04/04/2017 – 01/22/2021, U.S. Treasury Bond, 2.875% due 05/15/2043, U.S. Treasury Inflation Index Bond, 1.375% due 02/15/2044 U.S. Treasury Inflation Index Notes, 0.125% – 0.625% due 07/15/2022 – 01/15/2024, and U.S. Treasury Note 2.000% due 02/15/2025, valued at $351,919,952); expected proceeds $345,019,550 | | | 0.510 | % | | | 01/03/2017 | | | | 01/03/2017 | | | $ | 345,000,000 | | | $ | 345,000,000 | |
Agreement with Wells Fargo Bank and Bank of New York Mellon (Tri-Party), dated 12/30/2016 (collateralized by a Federal National Mortgage Associations, 3.000% – 3.500% due 12/01/2046, valued at $408,022,668); expected proceeds $400,022,222 | | | 0.500 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 400,000,000 | | | | 400,000,000 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL GOVERNMENT AGENCY REPURCHASE AGREEMENTS | | | | | | | | 2,260,995,000 | |
| | | | | | | | | | | | | | | | | | | | |
TREASURY REPURCHASE AGREEMENTS – 38.9% | | | | | | | | | | |
Agreement with Bank of Nova Scotia and Bank of New York Mellon (Tri-Party), dated 12/30/2016 (collateralized by a U.S. Treasury Bond, 2.500% due 05/15/2046, and a U.S. Treasury Note, 1.375% due 05/31/2020 valued at $178,509,931); expected proceeds $175,009,722 | | | 0.500 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 175,000,000 | | | | 175,000,000 | |
Agreement with Bank of Nova Scotia and Bank of New York Mellon (Tri-Party), dated 12/30/2016 (collateralized by U.S. Treasury Notes, 1.750% due 12/31/2020 – 11/30/2021, valued at $206,051,540); expected proceeds $202,011,222 | | | 0.500 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 202,000,000 | | | | 202,000,000 | |
Agreement with Barclays Bank PLC and Bank of New York Mellon (Tri-Party), dated 12/30/2016 (collateralized by U.S. Treasury Bonds, 3.000% – 3.750% due 08/15/2041 – 11/15/2045, U.S. Treasury Inflation Index Note, 0.125% due 04/15/2019, and U.S. Treasury Notes, 1.375% – 2.250% due 09/30/2020 – 11/15/2024, valued at $2,058,360,073); expected proceeds $2,018,112,111 | | | 0.500 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 2,018,000,000 | | | | 2,018,000,000 | |
See accompanying notes to financial statements.
7
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Schedule of Investments — (continued)
December 31, 2016
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
| | | | | | | | | | | | | | | | | | | | |
TREASURY REPURCHASE AGREEMENTS – (continued) | | | | | | | | | | |
Agreement with BNP Paribas Securities Corp. and Bank of New York Mellon (Tri-Party), dated 12/30/2016 (collateralized by U.S. Treasury Bonds, 2.750% – 8.875% due 08/15/2017 – 08/15/2042, a U.S. Treasury Inflation Index Note, 2.125% due 01/15/2019, and U.S. Treasury Strips, 0.000% due 02/15/2018 – 08/15/2025, valued at $75,480,037); expected proceeds $74,004,111 | | | 0.500 | % | | | 01/03/2017 | | | | 01/03/2017 | | | $ | 74,000,000 | | | $ | 74,000,000 | |
Agreement with BNP Paribas Securities Corp. and Bank of New York Mellon (Tri-Party), dated 12/30/2016 (collateralized by U.S. Treasury Bond, 2.500% due 05/15/2046, U.S. Treasury Inflation Index Bonds, 0.625% – 0.750% due 02/15/2042 – 02/15/2043, U.S. Treasury Notes 0.625% – 2.500% due 05/15/2024 – 05/15/2026, and U.S. Treasury Strips, 0.000% due 08/15/2017 – 05/15/2026, valued at $286,620,026); expected proceeds $281,015,611 | | | 0.500 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 281,000,000 | | | | 281,000,000 | |
Agreement with Citigroup Global Markets, Inc. and Bank of New York Mellon (Tri-Party), dated 12/30/2016 (collateralized by a U.S. Treasury Note, 0.685% due 10/31/2018, valued at $255,000,054); expected proceeds $250,025,278 | | | 0.520 | % | | | 01/06/2017 | | | | 01/06/2017 | | | | 250,000,000 | | | | 250,000,000 | |
Agreement with Citigroup Global Markets, Inc. and Bank of New York Mellon (Tri-Party), dated 12/30/2016 (collateralized by U.S. Treasury Notes, 0.875% – 1.625% due 11/30/2017 – 10/31/2021, valued at $313,140,045); expected proceeds $307,018,079 | | | 0.530 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 307,000,000 | | | | 307,000,000 | |
Agreement with Credit Agricole Corporate and Investment Bank and Bank of New York Mellon (Tri-Party), dated 12/30/2016 (collateralized by a U.S. Treasury Bond, 2.875% due 11/15/2046, valued at $114,240,020); expected proceeds $112,006,347 | | | 0.510 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 112,000,000 | | | | 112,000,000 | |
Agreement with Credit Agricole Corporate and Investment Bank and Bank of New York Mellon (Tri-Party), dated 12/30/2016 (collateralized by U.S. Treasury Notes, 1.375% – 2.250% due 12/31/2018 – 11/15/2024, valued at $54,060,080); expected proceeds $53,003,062 | | | 0.520 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 53,000,000 | | | | 53,000,000 | |
See accompanying notes to financial statements.
8
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Schedule of Investments — (continued)
December 31, 2016
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
| | | | | | | | | | | | | | | | | | | | |
TREASURY REPURCHASE AGREEMENTS – (continued) | | | | | | | | | | |
Agreement with Federal Reserve Bank of New York and Bank of New York Mellon (Tri-Party), dated 12/30/2016 (collateralized by a U.S. Treasury Bond, 3.125% due 02/15/2042, and U.S. Treasury Notes, 1.500% – 3.625% due 02/15/2020 – 03/31/2023, valued at $12,215,678,712); expected proceeds $12,215,678,611 | | | 0.500 | % | | | 01/03/2017 | | | | 01/03/2017 | | | $ | 12,215,000,000 | | | $ | 12,215,000,000 | |
Agreement with Goldman Sachs & Co. and Bank of New York Mellon (Tri-Party), dated 12/30/2016 (collateralized by a U.S. Treasury Strip, 0.000% due 11/15/2023, valued at $11,220,000); expected proceeds $11,000,623 | | | 0.510 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 11,000,000 | | | | 11,000,000 | |
Agreement with Mitsubishi UFJ Securities, Inc. and Bank of New York Mellon (Tri-Party), dated 12/30/2016 (collateralized by U.S. Treasury Bills, 0.000% due 03/02/2017 – 10/12/2017, U.S. Treasury Bonds, 2.250% – 6.250% due 05/15/2030 – 11/15/2046, a U.S. Treasury Inflation Index Bond, 1.375% due 02/15/2044, U.S. Treasury Inflation Index Notes, 0.125% – 1.375% due 04/15/2018 – 07/15/2025, and U.S. Treasury Notes, 0.625% – 2.000% due 07/31/2017 – 03/31/2023, valued at $306,017,096); expected proceeds $300,016,667 | | | 0.500 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 300,000,000 | | | | 300,000,000 | |
Agreement with President and Fellows of Harvard College, dated 12/27/2016 (collateralized by a U.S. Treasury Inflation Index Note, 0.000% due 04/15/2017, and U.S. Treasury Notes 0.000% due 09/30/2020 – 01/31/2023, valued at $428,686,843); expected proceeds $427,143,167 | | | 0.580 | % | | | 01/03/2017 | | | | 01/03/2017 | | | | 427,095,000 | | | | 427,095,000 | |
Agreement with President and Fellows of Harvard College, dated 12/28/2016 (collateralized by U.S. Treasury Notes, 0.000% due 01/31/2021 – 05/15/2025, valued at $638,700,222); expected proceeds $634,076,432 | | | 0.620 | % | | | 01/04/2017 | | | | 01/04/2017 | | | | 634,000,000 | | | | 634,000,000 | |
Agreement with Lloyds Bank PLC, dated 11/07/2016 (collateralized by a U.S. Treasury Inflation Index Bond, 2.500% due 01/15/2029, and U.S. Treasury Notes, 2.125% – 6.000% due 08/15/2021 – 02/15/2026, valued at $510,889,649); expected proceeds $501,137,222(c) | | | 0.890 | % | | | 01/02/2017 | | | | 02/07/2017 | | | | 500,000,000 | | | | 500,000,000 | |
See accompanying notes to financial statements.
9
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Schedule of Investments — (continued)
December 31, 2016
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
| | | | | | | | | | | | | | | | | | | | |
TREASURY REPURCHASE AGREEMENTS – (continued) | | | | | | | | | | |
Agreement with Lloyds Bank PLC, dated 12/19/2016 (collateralized by a U.S. Treasury Inflation Index Note, 0.125% due 07/15/2024, and U.S. Treasury Notes, 3.500% – 8.000% due 05/15/2020 – 02/15/2026, valued at $511,667,685); expected proceeds $500,712,500(c) | | | 0.900 | % | | | 01/02/2017 | | | | 02/14/2017 | | | $ | 500,000,000 | | | $ | 500,000,000 | |
Agreement with Lloyds Bank PLC, dated 12/29/2016 (collateralized by a U.S. Treasury Inflation Index Note, 0.375% due 07/15/2025, and a U.S. Treasury Note, 7.500% due 11/15/2024, valued at $510,281,913); expected proceeds $500,052,500 | | | 0.540 | % | | | 01/05/2017 | | | | 01/05/2017 | | | | 500,000,000 | | | | 500,000,000 | |
Agreement with Lloyds Bank PLC, dated 12/30/2016 (collateralized by U.S. Treasury Notes, 1.000% – 7.500% due 11/15/2019 – 11/15/2024, valued at $510,223,196); expected proceeds $500,050,556 | | | 0.520 | % | | | 01/06/2017 | | | | 01/06/2017 | | | | 500,000,000 | | | | 500,000,000 | |
Agreement with MUFG Securities, dated 12/30/2016 (collateralized by a U.S. Treasury Bill, 0.000% due 03/02/2017, U.S. Treasury Bonds, 2.500% – 3.000% due 05/15/2045 – 05/15/2046, and U.S. Treasury Notes, 1.125% – 2.625% due 02/29/2020 – 08/15/2026, valued at $513,178,637); expected proceeds $500,531,250(c) | | | 0.750 | % | | | 01/25/2017 | | | | 01/25/2017 | | | | 500,000,000 | | | | 500,000,000 | |
Agreement with MUFG Securities, dated 12/30/2016 (collateralized by a U.S. Treasury Note, 2.215% due 05/15/2025, valued at $257,273,720); expected proceeds $250,192,708(c) | | | 0.750 | % | | | 01/18/2017 | | | | 01/18/2017 | | | | 250,000,000 | | | | 250,000,000 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL TREASURY REPURCHASE AGREEMENTS | | | | | | | | | | | | 19,809,095,000 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL INVESTMENTS – 95.2%(d)(e) | | | | | | | | | | | | | | | | 48,477,943,791 | |
Other Assets in Excess of Liabilities – 4.8% | | | | | | | | | | | | | | | | 2,447,283,634 | |
| | | | | | | | | | | | | | | | | | | | |
NET ASSETS – 100.0% | | | | | | | | | | | | | | | $ | 50,925,227,425 | |
| | | | | | | | | | | | | | | | | | | | |
(a) | Variable Rate Security – Interest rate shown is rate in effect at December 31, 2016. |
(b) | Rate represents annualized yield at date of purchase. |
(c) | Illiquid security. These securities represent $1,750,000,000 or 3.4% of net assets as of December 31, 2016. |
(d) | Also represents the cost for federal tax purposes. |
(e) | Unless otherwise indicated, the values of the securities of the Portfolio are determined based on Level 2 inputs. (Note 2) |
See accompanying notes to financial statements.
10
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Statement of Assets and Liabilities
December 31, 2016
| | | | |
Assets | | | | |
Investments in securities, at value and cost (Note 2) | | $ | 26,407,853,791 | |
Repurchase agreements, at amortized cost | | | 22,070,090,000 | |
| | | | |
Total Investments | | | 48,477,943,791 | |
Cash | | | 2,429,997,051 | |
Interest receivable (Note 2) | | | 20,168,188 | |
Prepaid expenses and other assets | | | 2,223 | |
| | | | |
Total assets | | | 50,928,111,253 | |
| | | | |
Liabilities | | | | |
Advisory fee payable (Note 3) | | | 2,140,957 | |
Administration, custody and transfer agent fees payable (Note 3) | | | 445,454 | |
Trustees’ fees and expenses payable (Note 5) | | | 56,216 | |
Professional fees payable | | | 65,609 | |
Printing fees payable | | | 40,913 | |
Accrued expenses and other liabilities | | | 134,679 | |
| | | | |
Total liabilities | | | 2,883,828 | |
| | | | |
Net Assets | | $ | 50,925,227,425 | |
| | | | |
See accompanying notes to financial statements.
11
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Statement of Operations
For the Year Ended December 31, 2016
| | | | |
Investment Income | | | | |
Interest income | | $ | 102,624,033 | |
| | | | |
Expenses | | | | |
Advisory fee (Note 4) | | | 13,277,045 | |
Administration, custody and transfer agent fees (Note 4) | | | 3,305,277 | |
Trustees’ fees and expenses (Note 5) | | | 356,147 | |
Professional fees | | | 176,275 | |
Printing fees | | | 48,579 | |
Insurance expense | | | 21,410 | |
Miscellaneous expenses | | | 179,732 | |
| | | | |
Total expenses | | | 17,364,465 | |
| | | | |
Net Investment Income (Loss) | | | 85,259,568 | |
| | | | |
Realized Gain (Loss) | | | | |
Net realized gain (loss) on: | | | | |
Investments | | | 79,284 | |
| | | | |
Net realized gain (loss) | | | 79,284 | |
| | | | |
Net Increase (Decrease) in Net Assets from Operations | | $ | 85,338,852 | |
| | | | |
See accompanying notes to financial statements.
12
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Statements of Changes in Net Assets
| | | | | | | | |
| | Year Ended 12/31/16 | | | Year Ended 12/31/15 | |
Increase (Decrease) in Net Assets from Operations: | | | | | | | | |
Net investment income (loss) | | $ | 85,259,568 | | | $ | 4,536,527 | |
Net realized gain (loss) | | | 79,284 | | | | 106,964 | |
| | | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | 85,338,852 | | | | 4,643,491 | |
| | | | | | | | |
Capital Transactions: | | | | | | | | |
Contributions | | | 97,658,772,208 | | | | 30,186,959,859 | |
Proceeds in connection with Reorganization (Note 8) | | | 2,551,626,959 | | | | – | |
Withdrawals | | | (65,394,001,185 | ) | | | (27,375,980,364 | ) |
| | | | | | | | |
Net increase (decrease) in net assets from capital transactions | | | 34,816,397,982 | | | | 2,810,979,495 | |
| | | | | | | | |
Net increase (decrease) in net assets during the period | | | 34,901,736,834 | | | | 2,815,622,986 | |
| | | | | | | | |
Net assets at beginning of period | | | 16,023,490,591 | | | | 13,207,867,605 | |
| | | | | | | | |
Net Assets at End of Period | | $ | 50,925,227,425 | | | $ | 16,023,490,591 | |
| | | | | | | | |
See accompanying notes to financial statements.
13
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Financial Highlights
Selected data for a share outstanding throughout each period
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended 12/31/16 | | | Year Ended 12/31/15 | | | Year Ended 12/31/14 | | | Year Ended 12/31/13 | | | Year Ended 12/31/12 | |
Total return(a) | | | 0.31 | % | | | 0.03 | % | | | 0.01 | % | | | 0.03 | % | | | 0.08 | % |
Ratios and Supplemental Data: | | | | | | | | | | | | |
Net assets, end of period (in 000s) | | $ | 50,925,227 | | | $ | 16,023,491 | | | $ | 13,207,868 | | | $ | 8,712,920 | | | $ | 8,621,186 | |
Ratios to average net assets: | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 0.07 | % | | | 0.07 | % | | | 0.07 | % | | | 0.07 | % | | | 0.07 | % |
Net investment income (loss) | | | 0.32 | % | | | 0.03 | % | | | 0.01 | % | | | 0.03 | % | | | 0.08 | % |
(a) | Results represent past performance and are not indicative of future results. |
See accompanying notes to financial statements.
14
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Notes to Financial Statements
December 31, 2016
State Street Master Funds (the “Trust”), a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (“1940 Act”), is an open-end management investment company.
As of December 31, 2016, the Trust consists of six (6) series each of which represents a separate series of beneficial interest in the Trust. State Street U.S. Government Money Market Portfolio (the “Portfolio”) is authorized to issue an unlimited number of shares of beneficial interest with no par value. The financial statements herein relate only to the Portfolio.
The Portfolio operates as a “government money market fund” within the meaning of Rule 2a-7 under the 1940 Act, to comply with the amendments to Rule 2a-7 that became effective October 14, 2016. The Portfolio is not currently subject to liquidity fees or temporary suspensions of redemptions due to declines in the Portfolio’s weekly liquid assets.
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 would 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.
Security Valuation
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.
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.
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.
15
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Notes to Financial Statements — (continued)
December 31, 2016
Various inputs are used in determining the value of the Portfolio’s investments. The Portfolio values its assets and liabilities at fair value using a fair value hierarchy consisting of three broad levels that prioritize 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 period ended December 31, 2016.
Investment Transactions and Income Recognition
Investment transactions are accounted for on the trade date for financial reporting purposes. Realized gains and losses from the sale or disposition of investments are determined using the identified cost method. Interest income is recorded daily on an accrual basis. All premiums and discounts are amortized/accreted for financial reporting purposes.
All of the net investment income and realized 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 series of the Trust, are applied to that series within the Trust. Other expenses which cannot be attributed to a specific series of the Trust 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 series within the Trust.
16
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Notes to Financial Statements — (continued)
December 31, 2016
3. | | Securities and Other Investments |
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. During the term of a repurchase agreement, the value of the underlying securities held as collateral on behalf of the Portfolio including accrued interest, is required to exceed the value of the repurchase agreement, including accrued interest.
The Portfolio monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the Portfolio’s principal amount of the repurchase agreement (including accrued interest). The underlying securities are ordinarily United States Government or Government Agency securities, but may consist of other securities. The use of repurchase agreements involves certain risks including counterparty risks. In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which the value of the collateral may decline.
As of December 31, 2016, the Portfolio had invested in repurchase agreements with the gross values of $22,070,090,000 and associated collateral equal to $22,261,542,786.
4. | | Fees and Transactions with Affiliates |
Advisory Fee
The Trust has entered into an investment advisory agreement with SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”), a subsidiary of State Street Corporation and an affiliate of State Street Bank and Trust Company (“State Street”), 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.
Administrator, Sub-Administrator, Custodian and Transfer Agent Fees
SSGA FM serves as administrator and State Street serves as custodian, sub-administrator and transfer agent. SSGA FM and State Street receive an annual fee for their services as administrator, custodian, sub-administrator and transfer agent, respectively. 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 portfolio 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
17
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Notes to Financial Statements — (continued)
December 31, 2016
minimum fee will be charged to the portfolios. SSGA FM and State Street each receive a portion of the fee.
Other Transactions with Affiliates
In December 2015, State Street, the Portfolio’s custodian, announced a review of the manner in which it invoiced certain expenses to certain of its Investment Servicing clients, primarily in the United States, during an 18-year period going back to 1998 and its determination that it had incorrectly invoiced clients for certain expenses. State Street informed its clients that it will pay to them the expenses it concluded were incorrectly invoiced to them, plus interest.
The amounts in the table below represent the refunded expenses and interest credited to the Portfolio for the periods in question.
| | | | | | | | | | |
Refunded Custody Expense* | | Interest* | | Total | | | % of Net Assets at 12/31/16 | |
$2,142 | | $11 | | $ | 2,153 | | | | 0.00 | %** |
* | Refunded Custody Expense and Interest appear on the Statement of Operations in Administration, custody and transfer agent fees and Interest income, respectively. |
** | Amount is less than 0.005% of net assets. |
The fees and expenses of the Trust’s trustees who are not “interested persons” of the Trust, as defined in the 1940 Act (“Independent Trustees”), are paid directly by the Portfolio. The Independent Trustees are reimbursed for travel and other out-of-pocket expenses in connection with meeting attendance and industry seminars.
6. | | Income Tax Information |
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 is 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 its tax liability based on its distributive share; therefore, no provision has been made for federal income taxes.
The Portfolio files federal and various state and local tax returns as required. No income tax returns are currently under examination. Generally, the federal returns are subject to examination by the Internal Revenue Service for a period of three years from date of filing, while the state returns may remain open for an additional year depending upon jurisdiction. SSGA FM has analyzed the Portfolio’s tax positions taken on tax returns for all open years and does not believe there are any uncertain tax positions that would require recognition of a tax liability.
At December 31, 2016, the cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes.
18
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Notes to Financial Statements — (continued)
December 31, 2016
Concentration Risk
As a result of the Portfolio’s ability to invest a large percentage of its assets in obligations of issuers within the same country, state, region, currency or economic sector, an adverse economic, business or political development may affect the value of the Portfolio’s investments more than if the Portfolio were more broadly diversified.
Market, Credit and Counterparty Risk
In the normal course of business, the Portfolio trades securities and enters into financial transactions where risk of potential loss exists due to changes in global economic conditions and fluctuations of the market (market risk). Additionally, the Portfolio may also be exposed to counterparty risk in the event that an issuer or guarantor fails to perform or that an institution or entity with which the Portfolio has unsettled or open transactions defaults. 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).
Financial assets, which potentially expose the Portfolio to market, credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Portfolio’s exposure to market, 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.
8. | | Proceeds in Connection with Reorganization |
On August 29, 2016, State Street Institutional U.S. Government Money Market Fund (“Acquiring Fund”) acquired substantially all of the assets and assumed all of the liabilities of SSGA U.S. Government Money Market Fund (“Acquired Fund”) in exchange for Administration Class shares of the Acquiring Fund pursuant to an Agreement and Plan of Reorganization approved by the Board. Immediately following, the Fund transferred to the Portfolio all of the net assets received from the Acquired Fund in exchange for an interest in the Portfolio, which is disclosed in the Statements of Changes in Net Assets.
Management has evaluated the impact of all subsequent events on the Portfolio through the date on which the financial statements were available to be issued and has determined that there were no subsequent events requiring adjustment or disclosure in the financial statement.
19
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, 2016, 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, 2016, by correspondence with the custodian, brokers and others or by other appropriate auditing procedures where replies from brokers 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, 2016, 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 27, 2017
20
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Other Information
December 31, 2016 (Unaudited)
EXPENSE EXAMPLE
As a shareholder of a fund, you incur two types of costs: (1) transaction costs, including sales charges (loads), if applicable, on purchase payments, reinvested dividends, or other distributions and (2) ongoing costs, including advisory fees and to the extent applicable, distribution (12b-1) and/or service fees; and other Portfolio expenses. 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. 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, 2016 to December 31, 2016.
The table below illustrates your Portfolio’s cost in two ways:
| • | | Based on actual fund return – This section helps you to estimate the actual expenses that you paid over the period. The “Ending Account Value” shown is derived from each 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”. |
| • | | 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 U.S. Securities and Exchange Commission (the “SEC”) 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. |
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales load charges (loads). Therefore, the hypothetical 5% return section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.
| | | | | | | | | | | | | | | | | | | | |
| | | Actual | | | Hypothetical (assuming a 5% return before expenses) | |
| | Annualized Expense Ratio | | | Ending Account Value | | | Expenses Paid During Period(a) | | | Ending Account Value | | | Expenses Paid During Period(a) | |
State Street U.S. Government Money Market Portfolio | | | 0.07 | % | | $ | 1,001.70 | | | $ | 0.35 | | | $ | 1,024.80 | | | $ | 0.36 | |
(a) | Expenses are equal to the Portfolio’s annualized net expense ratio multiplied by the average account value of the period, multiplied by 184, then divided by 366. |
21
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Other Information — (continued)
December 31, 2016 (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 SEC’s website at www.sec.gov, or (iii) at the SEC’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 SEC at www.sec.gov.
Quarterly Portfolio Schedule
The Portfolio will file their complete schedules of investments with the SEC 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 SEC’s website at www.sec.gov, or (iii) at the SEC’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 SEC on Form N-MFP. The Portfolio’s Form N-MFP is available (i) on the SEC’s website at www.sec.gov, or (ii) at the SEC’s public reference room.
22
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Other Information — (continued)
December 31, 2016 (Unaudited)
Trustees and Officers Information
| | | | | | | | | | |
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 c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 YOB: 1944 | | Trustee and Co-Chairman of the Board | | Term: Indefinite Elected: 7/99 | | Chairman, Holland & Company L.L.C. (investment adviser) (1995 – present). | | 72 | | 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 Loans (and Real Estate) Funds. |
Patrick J. Riley c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 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. | | 78 | | Board Director and Chairman, SPDR Europe 1PLC Board (2011 – Present); Board Director and Chairman, SPDR Europe II, PLC (2013 – Present). |
William L. Boyan(1) c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 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. | | 78 | | 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. |
23
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Other Information — (continued)
December 31, 2016 (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 c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 YOB: 1942 | | Trustee and Co-Chairman of the Audit Committee | | Term: Indefinite Elected: 1/14 | | July 2016 to Present, Chief Executive Officer and Chief Compliance Officer, The Marshall Financial Group, Inc.; 2015 to present, Board member, The Doylestown Health Foundation Board; April 2011 to June 2016, 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. | | 78 | | |
Richard D. Shirk c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 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; 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). | | 78 | | |
24
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Other Information — (continued)
December 31, 2016 (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) |
Rina K. Spence c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 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); Honorary Consul for Monaco in Boston (2015 – present). | | 78 | | Trustee, Eastern Enterprise (utilities) (1988 – 2000); Director, Berkshire Life Insurance Company of America (1993 – 2009). |
Bruce D. Taber c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 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). | | 72 | | |
Douglas T. Williams c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 YOB: 1940 | | Trustee and Co-Chairman of the Audit Committee | | Term: Indefinite Elected: 7/99 | | Retired 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). | | 78 |
Michael A. Jessee c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 YOB: 1946 | | Trustee | | Term: Indefinite Appointed: 7/16 | | Retired; formerly, President and Chief Executive Officer of the Federal Home Loan Bank of Boston (1989 – 2009); Trustee, Randolph-Macon College (2004 – 2016). | | 78 |
25
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Other Information — (continued)
December 31, 2016 (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 |
Interested Trustee(2) |
James E. Ross SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 YOB: 1965 | | Trustee | | Term: Indefinite Appointed: 2/07 | | Executive Vice President; State Street Global Advisors (2006 – present); Chairman and Director, SSGA Funds Management, Inc. (2012 – present); Principal, State Street Global Advisors (2006 – present); President, SSGA Funds Management, Inc. (2005 – 2012). | | 265 | | SSGA SPDR ETFs Europe I plc (Director) (November 2016 – present); SSGA SPDR ETFs Europe II plc (Director) (November 2016 – present). |
(1) | Mr. Boyan retired as a Trustee of the Trust effective February 16, 2017. |
(2) | Mr. Ross is an Interested Trustee because of his employment by SSGA Funds Management, Inc., an affiliate of the Trust. |
† | For the purpose of determining the number of portfolios overseen by the Trustees, “Fund Complex” comprises registered investment companies for which SSGA Funds Management, Inc. serves as investment adviser. |
The following lists the principal officers for the Trust, as well as their mailing addresses and ages, positions with the Trust and length of time served, and present and principal occupations:
| | | | | | |
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 02111-2900 YOB: 1967 | | President | | Term: Indefinite Elected: 10/12 | | President and Director, SSGA Funds Management, Inc. (2001 – present)*; 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 02111-2900 YOB: 1966 | | Vice President and Deputy Treasurer | | Term: Indefinite Elected: 10/12 Term: Indefinite Elected: 2/16 | | Chief Operating Officer, SSGA Funds Management, Inc. (2005 – present)*; Managing Director, State Street Global Advisors (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).* |
26
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Other Information — (continued)
December 31, 2016 (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) |
Darlene Anderson-Vasquez SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1968 | | Deputy Treasurer | | Term: Indefinite Elected: 11/16 | | Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (May 2016 – present); Senior Vice President, John Hancock Investments (September 2007 – May 2016). |
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 2007 – present).* |
Brian Harris SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1973 | | Chief Compliance Officer and Code of Ethics Compliance Officer | | Term: Indefinite Elected: 11/13 Term: Indefinite Elected: 9/16 | | Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (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). |
Joshua A. Weinberg SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 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 (2005 – 2011). |
Jesse D. Hallee State Street Bank and Trust Company 100 Summer Street, 7th Floor Boston, MA 02111 YOB: 1976 | | Secretary | | Term: Indefinite Elected: 9/16 | | Vice President and Managing Counsel, State Street Bank and Trust Company (2013 – present); Vice President and Counsel, Brown Brothers Harriman & Co. (2007-2013). |
Khimmara Greer State Street Bank and Trust Company 100 Summer Street, 7th Floor Boston, MA 02111 YOB: 1983 | | Assistant Secretary | | Term: Indefinite Elected: 5/16 | | Vice President and Counsel, State Street Bank and Trust Company (2015 – present); Regulatory Advisor, JPMorgan (2014 – 2015); Claims Case Manager, Liberty Mutual Insurance (2012 – 2014); Contract Attorney, Various Law Firms (2011 – 2012). |
* | Served in various capacities and/or with various affiliated entities during noted time period. |
Statement of Additional Information (SAI) includes additional information about the Portfolio’s directors and is available, without charge, upon request and by calling 1-877-521-4083.
27
Trustees
Michael F. Holland
Michael A. Jessee
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 | | STTUSGOVAR1 |
The information contained in this report is intended for the general information of shareholders of the Portfolio and shareholders of any fund invested in the Portfolio. Interests in the Portfolio are offered solely to eligible investors in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the 1933 Act. This report is not authorized for distribution (i) to prospective investors in any fund invested in the Portfolio unless preceded or accompanied by a current offering document for such fund or (ii) to prospective eligible investors in the Portfolio unless preceded or accompanied by a current offering document of the Portfolio. Eligible investors in the Portfolio may obtain a current Portfolio offering document by calling 1-877-521-4083. Please read the offering document carefully before investing in the Portfolio.
Annual Report
31 December 2016
State Street Master Funds
State Street Equity 500 Index Portfolio

The information contained in this report is intended for the general information of shareholders of the Portfolio and shareholders of any fund invested in the Portfolio. Interests in the Portfolio are offered solely to eligible investors in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the 1933 Act. This report is not authorized for distribution (i) to prospective investors in any fund invested in the Portfolio unless preceded or accompanied by a current offering document for such fund or (ii) to prospective eligible investors in the Portfolio unless preceded or accompanied by a current offering document of the Portfolio. Eligible investors in the Portfolio may obtain a current Portfolio offering document by calling 1-800-997-7327. Please read the offering document carefully before investing in the Portfolio.
State Street Master Funds
State Street Equity 500 Index Portfolio
Annual Report
December 31, 2016
Table of Contents
The information contained in this report is intended for the general information of shareholders of the Portfolio and shareholders of any fund invested in the Portfolio. Interests in the Portfolio are offered solely to eligible investors in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the 1933 Act. This report is not authorized for distribution (i) to prospective investors in any fund invested in the Portfolio unless preceded or accompanied by a current offering document for such fund or (ii) to prospective eligible investors in the Portfolio unless preceded or accompanied by a current offering document of the Portfolio. Eligible investors in the Portfolio may obtain a current Portfolio offering document by calling 1-800-997-7327. Please read the offering document carefully before investing in the Portfolio.
State Street Master Funds
State Street Equity 500 Index Portfolio
MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited)
The investment objective of the State Street Equity 500 Index Portfolio (the “Fund”) 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”).
For the Reporting Period, the total return for the Fund was 11.90%, and the total return for the Index was 11.96%. 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, cash drag and small security misweights compared to the Index contributed to the difference between the Fund’s performance and that of the Index.
The opening month of 2016 was anything but reassuring for global investors as growth assets sold off aggressively the first two weeks of the year on a mosaic of uncertainties persisting from 2015. Among the drivers of this selloff to open the New Year was a series of conflicting messages from China’s policy makers in both equity and currency markets. Looking at the year to date return for the Index at the end of the first quarter of 2016, performance of +1.4% could mistakenly indicate an uneventful time period in financial markets. That modest absolute outcome of course belies an aggressive selloff in global equities to open the year that took the Index down 6% during the first week of 2016, the worst opening week on record, and to an eventual decline of more than 10% for the year through February 11th. The Fund’s performance during the first quarter of 2016 was +1.33%.
As the second quarter of 2016 opened, the “reflation trade” that commenced in mid-February and closed out the end of the first quarter of 2016 continued apace in April with growth assets broadly posting positive returns, though with some signs of consolidation towards the end of the month. The second quarter posted a performance of +2.42% for the Fund.
Global markets entered the third quarter riding the tailwind of an aggressive snap back rally following the surprising June 23rd U.K. referendum vote in favor of leaving the European Union. After world markets declined in the two days following the referendum, they turned around and surpassed the drop through the end of July. The improved tone was enough to propel the Index to a new all-time high, surpassing the previous high set 14 months earlier in May of 2015. In contrast to August of 2015, when global equity markets witnessed their most volatile month since 2011, markets demonstrated an air of complacency in August 2016. In fact, the Index did not experience a daily price move of greater than 1%, up or down, between July 8th and September 8th. Using 30 day realized volatility as a measure, it was chronicled by the Wall Street Journal on August 23rd that the 30 preceding trading days had been the least volatile for the Index in over two decades. It was perhaps no coincidence that the relative stability markets exhibited in August occurred during a month in which the central banking calendar was relatively light. Following this, September was a relatively flat month and the Fund’s performance was +3.62% for the third quarter of 2016.
As the final quarter of 2016 commenced, October provided investors few places to avoid negative returns as both safe haven investments and riskier growth assets came under pressure during the month. In a year notable for unexpected challenges to the established political order, November 8th, 2016 delivered another entry to that ledger in the largely unanticipated victory of Donald Trump over Hillary Clinton to close out the highly contentious U.S. presidential election campaign. The initial reaction in overnight financial markets as the surprising election results were reported was a sharp risk off trade
1
State Street Master Funds
State Street Equity 500 Index Portfolio
MANAGEMENT DISCUSSION OF FUND PERFORMANCE (Unaudited) — (continued)
suggesting considerable concern among unwitting investors. To-wit, from 10:00 p.m. EST when the first hints of the unexpected election outcome began to resonate, to midnight when the election outcome was all but certain, futures on the Index declined nearly 6%, the 10 year U.S. Treasury Yield plunged nearly 20 basis points and the common risk haven gold surged 5%. About the time Donald Trump made what was broadly judged to be a conciliatory acceptance speech, all these markets performed an abrupt about face, sending the Index to a gain of more than 1%, gold prices lower and bond yields higher when all was said and done on November 9th . Far from a one day relief rally, the trading days following the election saw a persistent rise in growth assets, a sharp rise in U.S. Treasury yields and a thirteen year high in the broad U.S. dollar index reached in late November – a trend that would continue through the end of the year. For the fourth quarter of the 2016, the Fund performed up 3.84%.
On an individual security level, the top positive contributors to the Fund’s performance were: Exxon Mobil Corporation, AT&T, Inc. and JPMorgan Chase & Co. The top negative contributors to the Fund’s performance were: Alexion Pharmaceuticals, Inc., Gilead Sciences, Inc. and Allergan plc.
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
Performance Summary (Unaudited)
Growth of a $10,000 Investment (a)

Investment Performance (a)
For the Year Ended December 31, 2016
| | | | | | | | | | | | |
| | Total Return One Year Ended December 31, 2016 | | | Average Annual Total Return Five Years Ended December 31, 2016 | | | Average Annual Total Return Ten Years Ended December 31, 2016 | |
| | | |
State Street Equity 500 Index Portfolio | | | 11.90 | % | | | 14.62 | % | | | 6.92 | % |
| | | |
S&P 500® Index(b) | | | 11.96 | % | | | 14.66 | % | | | 6.95 | % |
(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. |
(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. |
| Line graph is based on cumulative total return. |
3
State Street Master Funds
State Street Equity 500 Index Portfolio
Portfolio Statistics (Unaudited)
| | | | |
Portfolio Composition* | | | December 31, 2016 | |
Common Stocks | | | 98.4 | % |
Short-Term Investments | | | 1.5 | |
Other Assets in Excess of Liabilities | | | 0.1 | |
Total | | | 100.0 | % |
| | | | |
Top Five Sectors (excluding short-term investments)* | | | December 31, 2016 | |
Information Technology | | | 20.4 | % |
Financials | | | 14.6 | |
Health Care | | | 13.4 | |
Consumer Discretionary | | | 11.8 | |
Industrials | | | 10.1 | |
Total | | | 70.3 | % |
* | As a percentage of net assets as of the date indicated. The Portfolio’s composition will vary over time. |
4
State Street Master Funds
State Street Equity 500 Index Portfolio
Schedule of Investments
December 31, 2016
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – 98.4% | |
Consumer Discretionary – 11.8% | |
Advance Auto Parts, Inc. | | | 5,500 | | | $ | 930,160 | |
Amazon.com, Inc.(a) | | | 30,602 | | | | 22,947,522 | |
AutoNation, Inc.(a) | | | 4,769 | | | | 232,012 | |
AutoZone, Inc.(a) | | | 2,288 | | | | 1,807,040 | |
Bed Bath & Beyond, Inc. | | | 11,530 | | | | 468,579 | |
Best Buy Co., Inc. | | | 22,313 | | | | 952,096 | |
BorgWarner, Inc. | | | 16,623 | | | | 655,611 | |
CarMax, Inc.(a) | | | 15,197 | | | | 978,535 | |
Carnival Corp. | | | 32,249 | | | | 1,678,883 | |
CBS Corp. Class B | | | 30,493 | | | | 1,939,965 | |
Charter Communications, Inc. Class A(a) | | | 16,800 | | | | 4,837,056 | |
Chipotle Mexican Grill, Inc.(a) | | | 2,214 | | | | 835,386 | |
Coach, Inc. | | | 22,500 | | | | 787,950 | |
Comcast Corp. Class A | | | 184,465 | | | | 12,737,308 | |
D.R. Horton, Inc. | | | 26,179 | | | | 715,472 | |
Darden Restaurants, Inc. | | | 9,917 | | | | 721,164 | |
Delphi Automotive PLC | | | 21,481 | | | | 1,446,745 | |
Discovery Communications, Inc. Class A(a) | | | 12,597 | | | | 345,284 | |
Discovery Communications, Inc. Class C(a) | | | 18,697 | | | | 500,706 | |
Dollar General Corp. | | | 19,287 | | | | 1,428,588 | |
Dollar Tree, Inc.(a) | | | 18,682 | | | | 1,441,877 | |
Expedia, Inc. | | | 9,323 | | | | 1,056,109 | |
Foot Locker, Inc. | | | 10,100 | | | | 715,989 | |
Ford Motor Co. | | | 306,860 | | | | 3,722,212 | |
Gap, Inc. | | | 19,364 | | | | 434,528 | |
Garmin, Ltd. | | | 9,160 | | | | 444,168 | |
General Motors Co. | | | 106,777 | | | | 3,720,111 | |
Genuine Parts Co. | | | 10,920 | | | | 1,043,297 | |
Goodyear Tire & Rubber Co. | | | 19,613 | | | | 605,453 | |
H&R Block, Inc. | | | 16,351 | | | | 375,910 | |
Hanesbrands, Inc. | | | 30,400 | | | | 655,728 | |
Harley-Davidson, Inc. | | | 14,785 | | | | 862,557 | |
Harman International Industries, Inc. | | | 5,105 | | | | 567,472 | |
Hasbro, Inc. | | | 9,128 | | | | 710,067 | |
Home Depot, Inc. | | | 94,710 | | | | 12,698,717 | |
Interpublic Group of Cos., Inc. | | | 31,928 | | | | 747,434 | |
Kohl’s Corp. | | | 12,388 | | | | 611,719 | |
L Brands, Inc. | | | 17,746 | | | | 1,168,397 | |
Leggett & Platt, Inc. | | | 9,844 | | | | 481,175 | |
Lennar Corp. Class A | | | 15,425 | | | | 662,195 | |
LKQ Corp.(a) | | | 25,000 | | | | 766,250 | |
Lowe’s Cos., Inc. | | | 67,212 | | | | 4,780,117 | |
Macy’s, Inc. | | | 24,361 | | | | 872,367 | |
Marriott International, Inc. Class A | | | 24,452 | | | | 2,021,691 | |
Mattel, Inc. | | | 27,743 | | | | 764,320 | |
McDonald’s Corp. | | | 64,515 | | | | 7,852,766 | |
Michael Kors Holdings, Ltd.(a) | | | 11,686 | | | | 502,264 | |
Mohawk Industries, Inc.(a) | | | 5,069 | | | | 1,012,178 | |
Netflix, Inc.(a) | | | 33,596 | | | | 4,159,185 | |
Newell Brands, Inc. | | | 37,350 | | | | 1,667,678 | |
News Corp. Class A | | | 28,814 | | | | 330,208 | |
News Corp. Class B | | | 7,500 | | | | 88,500 | |
NIKE, Inc. Class B | | | 103,102 | | | | 5,240,675 | |
Nordstrom, Inc. | | | 7,756 | | | | 371,745 | |
O’Reilly Automotive, Inc.(a) | | | 7,120 | | | | 1,982,279 | |
Omnicom Group, Inc. | | | 18,750 | | | | 1,595,813 | |
Priceline Group, Inc.(a) | | | 3,808 | | | | 5,582,757 | |
PulteGroup, Inc. | | | 22,543 | | | | 414,340 | |
PVH Corp. | | | 6,051 | | | | 546,042 | |
Ralph Lauren Corp. | | | 4,136 | | | | 373,564 | |
Ross Stores, Inc. | | | 29,844 | | | | 1,957,766 | |
Royal Caribbean Cruises, Ltd. | | | 12,800 | | | | 1,050,112 | |
Scripps Networks Interactive, Inc. Class A | | | 6,863 | | | | 489,812 | |
Signet Jewelers, Ltd. | | | 5,100 | | | | 480,726 | |
Staples, Inc. | | | 55,534 | | | | 502,583 | |
Starbucks Corp. | | | 113,092 | | | | 6,278,868 | |
Target Corp. | | | 43,844 | | | | 3,166,852 | |
TEGNA, Inc. | | | 15,252 | | | | 326,240 | |
Tiffany & Co. | | | 8,481 | | | | 656,684 | |
Time Warner, Inc. | | | 59,780 | | | | 5,770,563 | |
TJX Cos., Inc. | | | 50,675 | | | | 3,807,213 | |
Tractor Supply Co. | | | 9,774 | | | | 740,967 | |
TripAdvisor, Inc.(a) | | | 9,015 | | | | 418,026 | |
Twenty-First Century Fox, Inc. Class A | | | 81,709 | | | | 2,291,120 | |
Twenty-First Century Fox, Inc. Class B | | | 34,400 | | | | 937,400 | |
Ulta Salon Cosmetics & Fragrance, Inc.(a) | | | 4,400 | | | | 1,121,736 | |
Under Armour, Inc. Class A(a) | | | 14,376 | | | | 417,623 | |
Under Armour, Inc. Class C(a) | | | 14,478 | | | | 364,411 | |
Urban Outfitters, Inc.(a) | | | 5,439 | | | | 154,903 | |
VF Corp. | | | 26,428 | | | | 1,409,934 | |
Viacom, Inc. Class B | | | 27,641 | | | | 970,199 | |
Walt Disney Co. | | | 113,293 | | | | 11,807,396 | |
Whirlpool Corp. | | | 5,659 | | | | 1,028,636 | |
Wyndham Worldwide Corp. | | | 8,946 | | | | 683,206 | |
Wynn Resorts, Ltd. | | | 5,859 | | | | 506,862 | |
Yum! Brands, Inc. | | | 26,790 | | | | 1,696,611 | |
| | | | | | | | |
| | | | | | | 179,632,365 | |
| | | | | | | | |
Consumer Staples – 9.2% | |
Altria Group, Inc. | | | 151,370 | | | | 10,235,639 | |
Archer-Daniels-Midland Co. | | | 43,692 | | | | 1,994,540 | |
Brown-Forman Corp. Class B | | | 15,122 | | | | 679,280 | |
Campbell Soup Co. | | | 14,083 | | | | 851,599 | |
Church & Dwight Co., Inc. | | | 20,600 | | | | 910,314 | |
Clorox Co. | | | 10,379 | | | | 1,245,688 | |
Coca-Cola Co. | | | 301,422 | | | | 12,496,956 | |
Colgate-Palmolive Co. | | | 68,979 | | | | 4,513,986 | |
Conagra Brands, Inc. | | | 30,951 | | | | 1,224,112 | |
Constellation Brands, Inc. Class A | | | 14,076 | | | | 2,157,991 | |
Costco Wholesale Corp. | | | 33,934 | | | | 5,433,173 | |
Coty, Inc. Class A | | | 37,840 | | | | 692,850 | |
CVS Health Corp. | | | 82,427 | | | | 6,504,315 | |
Dr. Pepper Snapple Group, Inc. | | | 13,903 | | | | 1,260,585 | |
Estee Lauder Cos., Inc. Class A | | | 17,763 | | | | 1,358,692 | |
General Mills, Inc. | | | 45,422 | | | | 2,805,717 | |
Hershey Co. | | | 11,015 | | | | 1,139,281 | |
Hormel Foods Corp. | | | 21,098 | | | | 734,421 | |
J.M. Smucker Co. | | | 8,855 | | | | 1,133,971 | |
Kellogg Co. | | | 19,607 | | | | 1,445,232 | |
See accompanying notes to financial statements.
5
State Street Master Funds
State Street Equity 500 Index Portfolio
Schedule of Investments — (continued)
December 31, 2016
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – (continued) | �� |
Consumer Staples – (continued) | |
Kimberly-Clark Corp. | | | 27,473 | | | $ | 3,135,219 | |
Kraft Heinz Co. | | | 46,851 | | | | 4,091,029 | |
Kroger Co. | | | 74,710 | | | | 2,578,242 | |
McCormick & Co., Inc. | | | 9,561 | | | | 892,328 | |
Mead Johnson Nutrition Co. | | | 14,368 | | | | 1,016,680 | |
Molson Coors Brewing Co. Class B | | | 14,609 | | | | 1,421,602 | |
Mondelez International, Inc. Class A | | | 120,394 | | | | 5,337,066 | |
Monster Beverage Corp.(a) | | | 30,087 | | | | 1,334,058 | |
PepsiCo, Inc. | | | 111,638 | | | | 11,680,684 | |
Philip Morris International, Inc. | | | 120,287 | | | | 11,005,058 | |
Procter & Gamble Co. | | | 207,513 | | | | 17,447,693 | |
Reynolds American, Inc. | | | 64,992 | | | | 3,642,152 | |
Sysco Corp. | | | 38,435 | | | | 2,128,146 | |
Tyson Foods, Inc. Class A | | | 23,291 | | | | 1,436,589 | |
Wal-Mart Stores, Inc. | | | 117,199 | | | | 8,100,795 | |
Walgreens Boots Alliance, Inc. | | | 65,813 | | | | 5,446,684 | |
Whole Foods Market, Inc. | | | 26,187 | | | | 805,512 | |
| | | | | | | | |
| | | | | | | 140,317,879 | |
| | | | | | | | |
Energy – 7.4% | |
Anadarko Petroleum Corp. | | | 43,144 | | | | 3,008,431 | |
Apache Corp. | | | 29,270 | | | | 1,857,767 | |
Baker Hughes, Inc. | | | 32,794 | | | | 2,130,626 | |
Cabot Oil & Gas Corp. | | | 38,322 | | | | 895,202 | |
Chesapeake Energy Corp.(a) | | | 45,894 | | | | 322,176 | |
Chevron Corp. | | | 146,534 | | | | 17,247,052 | |
Cimarex Energy Co. | | | 7,742 | | | | 1,052,138 | |
Concho Resources, Inc.(a) | | | 10,300 | | | | 1,365,780 | |
ConocoPhillips | | | 95,503 | | | | 4,788,520 | |
Devon Energy Corp. | | | 40,850 | | | | 1,865,619 | |
EOG Resources, Inc. | | | 44,663 | | | | 4,515,429 | |
EQT Corp. | | | 14,343 | | | | 938,032 | |
Exxon Mobil Corp. | | | 321,372 | | | | 29,007,037 | |
FMC Technologies, Inc.(a) | | | 17,509 | | | | 622,095 | |
Halliburton Co. | | | 65,667 | | | | 3,551,928 | |
Helmerich & Payne, Inc. | | | 7,974 | | | | 617,188 | |
Hess Corp. | | | 20,244 | | | | 1,260,999 | |
Kinder Morgan, Inc. | | | 147,176 | | | | 3,048,015 | |
Marathon Oil Corp. | | | 65,189 | | | | 1,128,421 | |
Marathon Petroleum Corp. | | | 42,102 | | | | 2,119,836 | |
Murphy Oil Corp. | | | 11,662 | | | | 363,038 | |
National Oilwell Varco, Inc. | | | 29,941 | | | | 1,120,991 | |
Newfield Exploration Co.(a) | | | 15,685 | | | | 635,242 | |
Noble Energy, Inc. | | | 32,895 | | | | 1,251,984 | |
Occidental Petroleum Corp. | | | 59,035 | | | | 4,205,063 | |
ONEOK, Inc. | | | 15,804 | | | | 907,308 | |
Phillips 66 | | | 34,192 | | | | 2,954,531 | |
Pioneer Natural Resources Co. | | | 13,024 | | | | 2,345,232 | |
Range Resources Corp. | | | 14,541 | | | | 499,629 | |
Schlumberger, Ltd. | | | 107,693 | | | | 9,040,827 | |
Southwestern Energy Co.(a) | | | 37,344 | | | | 404,062 | |
Spectra Energy Corp. | | | 53,441 | | | | 2,195,891 | |
Tesoro Corp. | | | 8,749 | | | | 765,100 | |
Transocean, Ltd.(a) | | | 27,890 | | | | 411,099 | |
Valero Energy Corp. | | | 34,686 | | | | 2,369,747 | |
Williams Cos., Inc. | | | 52,710 | | | | 1,641,389 | |
| | | | | | | | |
| | | | | | | 112,453,424 | |
| | | | | | | | |
Financials – 14.6% | | | | | | | | |
Affiliated Managers Group, Inc.(a) | | | 4,276 | | | | 621,303 | |
Aflac, Inc. | | | 32,437 | | | | 2,257,615 | |
Allstate Corp. | | | 27,967 | | | | 2,072,914 | |
American Express Co. | | | 59,952 | | | | 4,441,244 | |
American International Group, Inc. | | | 75,632 | | | | 4,939,526 | |
Ameriprise Financial, Inc. | | | 12,763 | | | | 1,415,927 | |
Aon PLC | | | 20,782 | | | | 2,317,816 | |
Arthur J Gallagher & Co. | | | 14,500 | | | | 753,420 | |
Assurant, Inc. | | | 5,046 | | | | 468,572 | |
Bank of America Corp. | | | 786,366 | | | | 17,378,689 | |
Bank of New York Mellon Corp. | | | 82,491 | | | | 3,908,424 | |
BB&T Corp. | | | 62,639 | | | | 2,945,286 | |
Berkshire Hathaway, Inc. Class B(a) | | | 147,119 | | | | 23,977,455 | |
BlackRock, Inc. | | | 9,318 | | | | 3,545,872 | |
Capital One Financial Corp. | | | 37,268 | | | | 3,251,260 | |
Charles Schwab Corp. | | | 91,689 | | | | 3,618,965 | |
Chubb, Ltd. | | | 36,541 | | | | 4,827,797 | |
Cincinnati Financial Corp. | | | 11,705 | | | | 886,654 | |
Citigroup, Inc. | | | 221,593 | | | | 13,169,272 | |
Citizens Financial Group, Inc. | | | 38,900 | | | | 1,386,007 | |
CME Group, Inc. | | | 25,792 | | | | 2,975,107 | |
Comerica, Inc. | | | 13,017 | | | | 886,588 | |
Discover Financial Services | | | 30,177 | | | | 2,175,460 | |
E*TRADE Financial Corp.(a) | | | 20,489 | | | | 709,944 | |
Fifth Third Bancorp | | | 57,554 | | | | 1,552,231 | |
Franklin Resources, Inc. | | | 26,151 | | | | 1,035,057 | |
Goldman Sachs Group, Inc. | | | 28,588 | | | | 6,845,397 | |
Hartford Financial Services Group, Inc. | | | 30,330 | | | | 1,445,225 | |
Huntington Bancshares, Inc. | | | 86,565 | | | | 1,144,389 | |
Intercontinental Exchange, Inc. | | | 45,625 | | | | 2,574,162 | |
Invesco, Ltd. | | | 32,689 | | | | 991,784 | |
JPMorgan Chase & Co. | | | 277,272 | | | | 23,925,801 | |
KeyCorp | | | 82,179 | | | | 1,501,410 | |
Leucadia National Corp. | | | 23,809 | | | | 553,559 | |
Lincoln National Corp. | | | 16,710 | | | | 1,107,372 | |
Loews Corp. | | | 20,312 | | | | 951,211 | |
M&T Bank Corp. | | | 11,834 | | | | 1,851,193 | |
Marsh & McLennan Cos., Inc. | | | 39,334 | | | | 2,658,585 | |
MetLife, Inc. | | | 86,426 | | | | 4,657,497 | |
Moody’s Corp. | | | 13,434 | | | | 1,266,423 | |
Morgan Stanley | | | 112,655 | | | | 4,759,674 | |
Nasdaq, Inc. | | | 9,225 | | | | 619,182 | |
Navient Corp. | | | 26,641 | | | | 437,712 | |
Northern Trust Corp. | | | 16,510 | | | | 1,470,216 | |
People’s United Financial, Inc. | | | 22,434 | | | | 434,322 | |
PNC Financial Services Group, Inc. | | | 37,542 | | | | 4,390,912 | |
Principal Financial Group, Inc. | | | 20,726 | | | | 1,199,206 | |
Progressive Corp. | | | 44,152 | | | | 1,567,396 | |
Prudential Financial, Inc. | | | 33,237 | | | | 3,458,642 | |
Regions Financial Corp. | | | 96,243 | | | | 1,382,049 | |
S&P Global, Inc. | | | 19,998 | | | | 2,150,585 | |
State Street Corp.(b) | | | 27,747 | | | | 2,156,497 | |
SunTrust Banks, Inc. | | | 37,682 | | | | 2,066,858 | |
See accompanying notes to financial statements.
6
State Street Master Funds
State Street Equity 500 Index Portfolio
Schedule of Investments — (continued)
December 31, 2016
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – (continued) | |
Financials – (continued) | |
Synchrony Financial | | | 59,971 | | | $ | 2,175,148 | |
T Rowe Price Group, Inc. | | | 18,520 | | | | 1,393,815 | |
Torchmark Corp. | | | 8,384 | | | | 618,404 | |
Travelers Cos., Inc. | | | 21,798 | | | | 2,668,511 | |
Unum Group | | | 17,324 | | | | 761,043 | |
US Bancorp | | | 123,930 | | | | 6,366,284 | |
Wells Fargo & Co. | | | 350,146 | | | | 19,296,546 | |
Willis Towers Watson PLC | | | 10,379 | | | | 1,269,144 | |
XL Group, Ltd. | | | 20,520 | | | | 764,575 | |
Zions Bancorp | | | 15,258 | | | | 656,704 | |
| | | | | | | | |
| | | | | | | 221,055,838 | |
| | | | | | | | |
Health Care – 13.4% | | | | | | | | |
Abbott Laboratories | | | 113,759 | | | | 4,369,483 | |
AbbVie, Inc. | | | 126,263 | | | | 7,906,589 | |
Aetna, Inc. | | | 26,715 | | | | 3,312,927 | |
Agilent Technologies, Inc. | | | 25,275 | | | | 1,151,529 | |
Alexion Pharmaceuticals, Inc.(a) | | | 17,227 | | | | 2,107,724 | |
Allergan PLC(a) | | | 29,126 | | | | 6,116,751 | |
AmerisourceBergen Corp. | | | 12,552 | | | | 981,441 | |
Amgen, Inc. | | | 57,991 | | | | 8,478,864 | |
Anthem, Inc. | | | 20,219 | | | | 2,906,886 | |
Baxter International, Inc. | | | 38,970 | | | | 1,727,930 | |
Becton Dickinson and Co. | | | 16,404 | | | | 2,715,682 | |
Biogen, Inc.(a) | | | 16,947 | | | | 4,805,830 | |
Boston Scientific Corp.(a) | | | 108,077 | | | | 2,337,706 | |
Bristol-Myers Squibb Co. | | | 129,012 | | | | 7,539,461 | |
C.R. Bard, Inc. | | | 5,862 | | | | 1,316,957 | |
Cardinal Health, Inc. | | | 23,924 | | | | 1,721,810 | |
Celgene Corp.(a) | | | 59,765 | | | | 6,917,799 | |
Centene Corp.(a) | | | 13,500 | | | | 762,885 | |
Cerner Corp.(a) | | | 23,963 | | | | 1,135,127 | |
Cigna Corp. | | | 19,711 | | | | 2,629,250 | |
Cooper Cos., Inc. | | | 3,900 | | | | 682,227 | |
Danaher Corp. | | | 47,078 | | | | 3,664,552 | |
DaVita, Inc.(a) | | | 12,972 | | | | 832,802 | |
DENTSPLY SIRONA, Inc. | | | 17,366 | | | | 1,002,539 | |
Edwards Lifesciences Corp.(a) | | | 17,190 | | | | 1,610,703 | |
Eli Lilly & Co. | | | 74,957 | | | | 5,513,087 | |
Endo International PLC(a) | | | 14,000 | | | | 230,580 | |
Envision Healthcare Corp.(a) | | | 9,118 | | | | 577,078 | |
Express Scripts Holding Co.(a) | | | 47,647 | | | | 3,277,637 | |
Gilead Sciences, Inc. | | | 102,046 | | | | 7,307,514 | |
HCA Holdings, Inc.(a) | | | 22,200 | | | | 1,643,244 | |
Henry Schein, Inc.(a) | | | 6,300 | | | | 955,773 | |
Hologic, Inc.(a) | | | 22,100 | | | | 886,652 | |
Humana, Inc. | | | 11,417 | | | | 2,329,411 | |
Illumina, Inc.(a) | | | 11,800 | | | | 1,510,872 | |
Intuitive Surgical, Inc.(a) | | | 3,052 | | | | 1,935,487 | |
Johnson & Johnson | | | 210,741 | | | | 24,279,471 | |
Laboratory Corp. of America Holdings(a) | | | 7,447 | | | | 956,046 | |
Mallinckrodt PLC(a) | | | 8,200 | | | | 408,524 | |
McKesson Corp. | | | 17,731 | | | | 2,490,319 | |
Medtronic PLC | | | 107,004 | | | | 7,621,895 | |
Merck & Co., Inc. | | | 214,698 | | | | 12,639,271 | |
Mettler-Toledo International, Inc.(a) | | | 2,100 | | | | 878,976 | |
Mylan NV(a) | | | 36,607 | | | | 1,396,557 | |
Patterson Cos., Inc. | | | 6,459 | | | | 265,013 | |
PerkinElmer, Inc. | | | 9,732 | | | | 507,524 | |
Perrigo Co. PLC | | | 11,614 | | | | 966,633 | |
Pfizer, Inc. | | | 471,248 | | | | 15,306,135 | |
Quest Diagnostics, Inc. | | | 11,358 | | | | 1,043,800 | |
Regeneron Pharmaceuticals, Inc.(a) | | | 5,958 | | | | 2,187,122 | |
St. Jude Medical, Inc. | | | 22,153 | | | | 1,776,449 | |
Stryker Corp. | | | 23,595 | | | | 2,826,917 | |
Thermo Fisher Scientific, Inc. | | | 30,412 | | | | 4,291,133 | |
UnitedHealth Group, Inc. | | | 73,822 | | | | 11,814,473 | |
Universal Health Services, Inc. Class B | | | 6,800 | | | | 723,384 | |
Varian Medical Systems, Inc.(a) | | | 7,531 | | | | 676,133 | |
Vertex Pharmaceuticals, Inc.(a) | | | 19,748 | | | | 1,454,835 | |
Waters Corp.(a) | | | 6,215 | | | | 835,234 | |
Zimmer Biomet Holdings, Inc. | | | 15,927 | | | | 1,643,667 | |
Zoetis, Inc. | | | 39,428 | | | | 2,110,581 | |
| | | | | | | | |
| | | | | | | 204,002,881 | |
| | | | | | | | |
Industrials – 10.1% | | | | | | | | |
3M Co. | | | 46,743 | | | | 8,346,897 | |
Acuity Brands, Inc. | | | 3,600 | | | | 831,096 | |
Alaska Air Group, Inc. | | | 10,200 | | | | 905,046 | |
Allegion PLC | | | 7,537 | | | | 482,368 | |
American Airlines Group, Inc. | | | 41,000 | | | | 1,914,290 | |
AMETEK, Inc. | | | 18,401 | | | | 894,289 | |
Arconic, Inc. | | | 33,663 | | | | 624,112 | |
Boeing Co. | | | 44,724 | | | | 6,962,632 | |
C.H. Robinson Worldwide, Inc. | | | 11,382 | | | | 833,845 | |
Caterpillar, Inc. | | | 45,855 | | | | 4,252,593 | |
Cintas Corp. | | | 6,922 | | | | 799,906 | |
CSX Corp. | | | 71,559 | | | | 2,571,115 | |
Cummins, Inc. | | | 11,744 | | | | 1,605,052 | |
Deere & Co. | | | 21,754 | | | | 2,241,532 | |
Delta Air Lines, Inc. | | | 56,666 | | | | 2,787,401 | |
Dover Corp. | | | 12,345 | | | | 925,011 | |
Dun & Bradstreet Corp. | | | 2,845 | | | | 345,155 | |
Eaton Corp. PLC | | | 34,399 | | | | 2,307,829 | |
Emerson Electric Co. | | | 48,769 | | | | 2,718,872 | |
Equifax, Inc. | | | 9,495 | | | | 1,122,594 | |
Expeditors International of Washington, Inc. | | | 14,444 | | | | 764,954 | |
Fastenal Co. | | | 23,042 | | | | 1,082,513 | |
FedEx Corp. | | | 18,650 | | | | 3,472,630 | |
Flowserve Corp. | | | 9,555 | | | | 459,118 | |
Fluor Corp. | | | 10,956 | | | | 575,409 | |
Fortive Corp. | | | 24,239 | | | | 1,299,938 | |
Fortune Brands Home & Security, Inc. | | | 12,500 | | | | 668,250 | |
General Dynamics Corp. | | | 21,989 | | | | 3,796,621 | |
General Electric Co. | | | 685,349 | | | | 21,657,028 | |
Honeywell International, Inc. | | | 58,703 | | | | 6,800,743 | |
Illinois Tool Works, Inc. | | | 24,271 | | | | 2,972,227 | |
Ingersoll-Rand PLC | | | 19,016 | | | | 1,426,961 | |
Jacobs Engineering Group, Inc.(a) | | | 9,657 | | | | 550,449 | |
JB Hunt Transport Services, Inc. | | | 7,000 | | | | 679,490 | |
Johnson Controls International PLC | | | 71,993 | | | | 2,965,392 | |
See accompanying notes to financial statements.
7
State Street Master Funds
State Street Equity 500 Index Portfolio
Schedule of Investments — (continued)
December 31, 2016
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – (continued) | |
Industrials – (continued) | | | | | | | | |
Kansas City Southern | | | 8,604 | | | $ | 730,049 | |
L3 Technologies, Inc. | | | 6,165 | | | | 937,758 | |
Lockheed Martin Corp. | | | 19,390 | | | | 4,846,337 | |
Masco Corp. | | | 25,939 | | | | 820,191 | |
Nielsen Holdings PLC | | | 26,775 | | | | 1,123,211 | |
Norfolk Southern Corp. | | | 22,168 | | | | 2,395,696 | |
Northrop Grumman Corp. | | | 13,586 | | | | 3,159,832 | |
PACCAR, Inc. | | | 27,935 | | | | 1,785,046 | |
Parker-Hannifin Corp. | | | 10,114 | | | | 1,415,960 | |
Pentair PLC | | | 11,791 | | | | 661,121 | |
Pitney Bowes, Inc. | | | 18,021 | | | | 273,739 | |
Quanta Services, Inc.(a) | | | 11,593 | | | | 404,016 | |
Raytheon Co. | | | 22,736 | | | | 3,228,512 | |
Republic Services, Inc. | | | 18,214 | | | | 1,039,109 | |
Robert Half International, Inc. | | | 9,374 | | | | 457,264 | |
Rockwell Automation, Inc. | | | 10,379 | | | | 1,394,938 | |
Rockwell Collins, Inc. | | | 10,300 | | | | 955,428 | |
Roper Technologies, Inc. | | | 8,035 | | | | 1,471,048 | |
Ryder System, Inc. | | | 4,155 | | | | 309,298 | |
Snap-on, Inc. | | | 4,572 | | | | 783,046 | |
Southwest Airlines Co. | | | 46,627 | | | | 2,323,890 | |
Stanley Black & Decker, Inc. | | | 11,650 | | | | 1,336,138 | |
Stericycle, Inc.(a) | | | 6,604 | | | | 508,772 | |
Textron, Inc. | | | 20,506 | | | | 995,771 | |
TransDigm Group, Inc. | | | 4,000 | | | | 995,840 | |
Union Pacific Corp. | | | 64,238 | | | | 6,660,196 | |
United Continental Holdings, Inc.(a) | | | 22,000 | | | | 1,603,360 | |
United Parcel Service, Inc. Class B | | | 53,255 | | | | 6,105,153 | |
United Rentals, Inc.(a) | | | 7,100 | | | | 749,618 | |
United Technologies Corp. | | | 59,127 | | | | 6,481,502 | |
Verisk Analytics, Inc.(a) | | | 12,100 | | | | 982,157 | |
W.W. Grainger, Inc. | | | 4,012 | | | | 931,787 | |
Waste Management, Inc. | | | 30,604 | | | | 2,170,130 | |
Xylem, Inc. | | | 14,134 | | | | 699,916 | |
| | | | | | | | |
| | | | | | | 153,379,187 | |
| | | | | | | | |
Information Technology – 20.4% | |
Accenture PLC Class A | | | 47,982 | | | | 5,620,132 | |
Activision Blizzard, Inc. | | | 54,300 | | | �� | 1,960,773 | |
Adobe Systems, Inc.(a) | | | 38,313 | | | | 3,944,323 | |
Akamai Technologies, Inc.(a) | | | 14,034 | | | | 935,787 | |
Alliance Data Systems Corp. | | | 4,704 | | | | 1,074,864 | |
Alphabet, Inc. Class A(a) | | | 22,923 | | | | 18,165,331 | |
Alphabet, Inc. Class C(a) | | | 22,945 | | | | 17,709,410 | |
Amphenol Corp. Class A | | | 24,480 | | | | 1,645,056 | |
Analog Devices, Inc. | | | 23,518 | | | | 1,707,877 | |
Apple, Inc. | | | 413,364 | | | | 47,875,818 | |
Applied Materials, Inc. | | | 85,153 | | | | 2,747,887 | |
Autodesk, Inc.(a) | | | 15,570 | | | | 1,152,336 | |
Automatic Data Processing, Inc. | | | 34,665 | | | | 3,562,869 | |
Broadcom, Ltd. | | | 30,435 | | | | 5,379,995 | |
CA, Inc. | | | 24,759 | | | | 786,593 | |
Cisco Systems, Inc. | | | 390,229 | | | | 11,792,720 | |
Citrix Systems, Inc.(a) | | | 12,578 | | | | 1,123,341 | |
Cognizant Technology Solutions Corp. Class A(a) | | | 47,527 | | | | 2,662,938 | |
Corning, Inc. | | | 72,850 | | | | 1,768,070 | |
CSRA, Inc. | | | 9,732 | | | | 309,867 | |
eBay, Inc.(a) | | | 79,658 | | | | 2,365,046 | |
Electronic Arts, Inc.(a) | | | 23,521 | | | | 1,852,514 | |
F5 Networks, Inc.(a) | | | 5,059 | | | | 732,138 | |
Facebook, Inc. Class A(a) | | | 181,307 | | | | 20,859,370 | |
Fidelity National Information Services, Inc. | | | 26,086 | | | | 1,973,145 | |
First Solar, Inc.(a) | | | 6,849 | | | | 219,784 | |
Fiserv, Inc.(a) | | | 16,442 | | | | 1,747,456 | |
FLIR Systems, Inc. | | | 11,839 | | | | 428,453 | |
Global Payments, Inc. | | | 12,575 | | | | 872,831 | |
Harris Corp. | | | 9,898 | | | | 1,014,248 | |
Hewlett Packard Enterprise Co. | | | 130,463 | | | | 3,018,914 | |
HP, Inc. | | | 128,763 | | | | 1,910,843 | |
Intel Corp. | | | 367,320 | | | | 13,322,696 | |
International Business Machines Corp. | | | 67,447 | | | | 11,195,528 | |
Intuit, Inc. | | | 18,626 | | | | 2,134,726 | |
Juniper Networks, Inc. | | | 27,844 | | | | 786,871 | |
KLA-Tencor Corp. | | | 12,673 | | | | 997,112 | |
Lam Research Corp. | | | 12,681 | | | | 1,340,762 | |
Linear Technology Corp. | | | 18,321 | | | | 1,142,314 | |
MasterCard, Inc. Class A | | | 74,149 | | | | 7,655,884 | |
Microchip Technology, Inc. | | | 17,006 | | | | 1,090,935 | |
Micron Technology, Inc.(a) | | | 79,528 | | | | 1,743,254 | |
Microsoft Corp. | | | 602,677 | | | | 37,450,349 | |
Motorola Solutions, Inc. | | | 12,428 | | | | 1,030,157 | |
NetApp, Inc. | | | 22,643 | | | | 798,619 | |
NVIDIA Corp. | | | 41,012 | | | | 4,377,621 | |
Oracle Corp. | | | 232,970 | | | | 8,957,697 | |
Paychex, Inc. | | | 25,431 | | | | 1,548,239 | |
PayPal Holdings, Inc.(a) | | | 86,758 | | | | 3,424,338 | |
Qorvo, Inc.(a) | | | 9,800 | | | | 516,754 | |
QUALCOMM, Inc. | | | 113,885 | | | | 7,425,302 | |
Red Hat, Inc.(a) | | | 14,330 | | | | 998,801 | |
salesforce.com, Inc.(a) | | | 49,705 | | | | 3,402,804 | |
Seagate Technology PLC | | | 22,976 | | | | 876,994 | |
Skyworks Solutions, Inc. | | | 15,100 | | | | 1,127,366 | |
Symantec Corp. | | | 49,603 | | | | 1,185,016 | |
TE Connectivity, Ltd. | | | 27,749 | | | | 1,922,451 | |
Teradata Corp.(a) | | | 9,013 | | | | 244,883 | |
Texas Instruments, Inc. | | | 77,706 | | | | 5,670,207 | |
Total System Services, Inc. | | | 13,399 | | | | 656,953 | |
VeriSign, Inc.(a) | | | 6,920 | | | | 526,404 | |
Visa, Inc. Class A | | | 144,540 | | | | 11,277,011 | |
Western Digital Corp. | | | 21,706 | | | | 1,474,923 | |
Western Union Co. | | | 37,340 | | | | 811,025 | |
Xerox Corp. | | | 63,292 | | | | 552,539 | |
Xilinx, Inc. | | | 20,342 | | | | 1,228,047 | |
Yahoo!, Inc.(a) | | | 67,437 | | | | 2,607,789 | |
| | | | | | | | |
| | | | | | | 310,423,100 | |
| | | | | | | | |
Materials – 2.8% | | | | | | | | |
Air Products & Chemicals, Inc. | | | 17,207 | | | | 2,474,711 | |
Albemarle Corp. | | | 9,100 | | | | 783,328 | |
Avery Dennison Corp. | | | 6,518 | | | | 457,694 | |
Ball Corp. | | | 14,158 | | | | 1,062,841 | |
CF Industries Holdings, Inc. | | | 19,730 | | | | 621,100 | |
Dow Chemical Co. | | | 86,490 | | | | 4,948,958 | |
E.I. du Pont de Nemours & Co. | | | 67,694 | | | | 4,968,740 | |
Eastman Chemical Co. | | | 12,072 | | | | 907,935 | |
See accompanying notes to financial statements.
8
State Street Master Funds
State Street Equity 500 Index Portfolio
Schedule of Investments — (continued)
December 31, 2016
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – (continued) | |
Materials – (continued) | | | | | | | | |
Ecolab, Inc. | | | 19,865 | | | $ | 2,328,575 | |
FMC Corp. | | | 10,522 | | | | 595,124 | |
Freeport-McMoRan, Inc.(a) | | | 92,464 | | | | 1,219,600 | |
International Flavors & Fragrances, Inc. | | | 6,480 | | | | 763,538 | |
International Paper Co. | | | 32,508 | | | | 1,724,875 | |
LyondellBasell Industries NV Class A | | | 25,752 | | | | 2,209,007 | |
Martin Marietta Materials, Inc. | | | 4,855 | | | | 1,075,528 | |
Monsanto Co. | | | 34,394 | | | | 3,618,593 | |
Mosaic Co. | | | 27,716 | | | | 812,910 | |
Newmont Mining Corp. | | | 41,373 | | | | 1,409,578 | |
Nucor Corp. | | | 24,606 | | | | 1,464,549 | |
PPG Industries, Inc. | | | 20,388 | | | | 1,931,967 | |
Praxair, Inc. | | | 22,000 | | | | 2,578,180 | |
Sealed Air Corp. | | | 15,169 | | | | 687,762 | |
Sherwin-Williams Co. | | | 6,287 | | | | 1,689,568 | |
Vulcan Materials Co. | | | 10,490 | | | | 1,312,824 | |
WestRock Co. | | | 19,148 | | | | 972,144 | |
| | | | | | | | |
| | | | | | | 42,619,629 | |
| | | | | | | | |
Real Estate – 2.9% | |
American Tower Corp. REIT | | | 33,382 | | | | 3,527,810 | |
Apartment Investment & Management Co. Class A REIT | | | 11,865 | | | | 539,264 | |
AvalonBay Communities, Inc. REIT | | | 10,529 | | | | 1,865,212 | |
Boston Properties, Inc. REIT | | | 12,221 | | | | 1,537,157 | |
CBRE Group, Inc. Class A(a) | | | 25,008 | | | | 787,502 | |
Crown Castle International Corp. REIT | | | 26,842 | | | | 2,329,080 | |
Digital Realty Trust, Inc. REIT | | | 12,000 | | | | 1,179,120 | |
Equinix, Inc. REIT | | | 5,538 | | | | 1,979,337 | |
Equity Residential REIT | | | 29,338 | | | | 1,888,194 | |
Essex Property Trust, Inc. REIT | | | 5,055 | | | | 1,175,287 | |
Extra Space Storage, Inc. REIT | | | 9,500 | | | | 733,780 | |
Federal Realty Investment Trust REIT | | | 5,400 | | | | 767,394 | |
General Growth Properties, Inc. REIT | | | 46,542 | | | | 1,162,619 | |
HCP, Inc. REIT | | | 37,177 | | | | 1,104,900 | |
Host Hotels & Resorts, Inc. REIT | | | 59,959 | | | | 1,129,628 | |
Iron Mountain, Inc. REIT | | | 18,074 | | | | 587,044 | |
Kimco Realty Corp. REIT | | | 32,916 | | | | 828,167 | |
Macerich Co. REIT | | | 10,145 | | | | 718,672 | |
Mid-America Apartment Communities, Inc. | | | 8,800 | | | | 861,696 | |
Prologis, Inc. REIT | | | 41,947 | | | | 2,214,382 | |
Public Storage REIT | | | 11,852 | | | | 2,648,922 | |
Realty Income Corp. REIT | | | 19,800 | | | | 1,138,104 | |
Simon Property Group, Inc. REIT | | | 24,435 | | | | 4,341,366 | |
SL Green Realty Corp. REIT | | | 8,000 | | | | 860,400 | |
UDR, Inc. REIT | | | 20,100 | | | | 733,248 | |
Ventas, Inc. REIT | | | 26,803 | | | | 1,675,724 | |
Vornado Realty Trust REIT | | | 13,046 | | | | 1,361,611 | |
Welltower, Inc. REIT | | | 28,481 | | | | 1,906,233 | |
Weyerhaeuser Co. REIT | | | 59,998 | | | | 1,805,340 | |
| | | | | | | | |
| | | | | | | 43,387,193 | |
| | | | | | | | |
Telecommunication Services – 2.6% | |
AT&T, Inc. | | | 475,718 | | | | 20,232,287 | |
CenturyLink, Inc. | | | 43,173 | | | | 1,026,654 | |
Frontier Communications Corp. | | | 91,638 | | | | 309,736 | |
Level 3 Communications, Inc.(a) | | | 23,100 | | | | 1,301,916 | |
Verizon Communications, Inc. | | | 316,751 | | | | 16,908,168 | |
| | | | | | | | |
| | | | | | | 39,778,761 | |
| | | | | | | | |
Utilities – 3.2% | | | | | | | | |
AES Corp. | | | 49,859 | | | | 579,362 | |
Alliant Energy Corp. | | | 18,500 | | | | 700,965 | |
Ameren Corp. | | | 18,956 | | | | 994,432 | |
American Electric Power Co., Inc. | | | 37,843 | | | | 2,382,595 | |
American Water Works Co., Inc. | | | 14,200 | | | | 1,027,512 | |
CenterPoint Energy, Inc. | | | 33,235 | | | | 818,910 | |
CMS Energy Corp. | | | 22,101 | | | | 919,844 | |
Consolidated Edison, Inc. | | | 23,500 | | | | 1,731,480 | |
Dominion Resources, Inc. | | | 48,268 | | | | 3,696,846 | |
DTE Energy Co. | | | 14,239 | | | | 1,402,684 | |
Duke Energy Corp. | | | 53,091 | | | | 4,120,923 | |
Edison International | | | 26,005 | | | | 1,872,100 | |
Entergy Corp. | | | 14,200 | | | | 1,043,274 | |
Eversource Energy | | | 24,543 | | | | 1,355,510 | |
Exelon Corp. | | | 70,959 | | | | 2,518,335 | |
FirstEnergy Corp. | | | 32,229 | | | | 998,132 | |
NextEra Energy, Inc. | | | 36,457 | | | | 4,355,153 | |
NiSource, Inc. | | | 27,678 | | | | 612,791 | |
NRG Energy, Inc. | | | 22,498 | | | | 275,825 | |
PG&E Corp. | | | 39,612 | | | | 2,407,221 | |
Pinnacle West Capital Corp. | | | 8,756 | | | | 683,231 | |
PPL Corp. | | | 53,956 | | | | 1,837,202 | |
Public Service Enterprise Group, Inc. | | | 40,536 | | | | 1,778,720 | |
SCANA Corp. | | | 11,501 | | | | 842,793 | |
Sempra Energy | | | 18,924 | | | | 1,904,511 | |
Southern Co. | | | 75,384 | | | | 3,708,139 | |
WEC Energy Group, Inc. | | | 25,087 | | | | 1,471,353 | |
Xcel Energy, Inc. | | | 40,500 | | | | 1,648,350 | |
| | | | | | | | |
| | | | | | | 47,688,193 | |
| | | | | | | | |
TOTAL COMMON STOCKS (Cost $549,143,281) | | | | 1,494,738,450 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS – 1.5% | |
Money Market Fund – 1.2% | |
State Street Institutional U.S. Government Money Market Fund, Premier Class 0.42%(c)(d) | | | 18,425,570 | | | | 18,425,570 | |
| | | | | | | | |
See accompanying notes to financial statements.
9
State Street Master Funds
State Street Equity 500 Index Portfolio
Schedule of Investments — (continued)
December 31, 2016
| | | | | | | | |
Security Description | | Principal Amount | | | Value | |
SHORT-TERM INVESTMENTS – (continued) | |
U.S. Government Security – 0.3% | |
U.S. Treasury Bill 4.19% 3/2/17(e)(f) | | $ | 3,860,000 | | | $ | 3,856,989 | |
| | | | | | | | |
TOTAL SHORT-TERM INVESTMENTS (Cost $22,282,868) | | | | 22,282,559 | |
| | | | | | | | |
TOTAL INVESTMENTS – 99.9% (Cost $571,426,149) | | | | 1,517,021,009 | |
Other Assets in Excess of Liabilities – 0.1% | | | | 1,791,665 | |
| | | | | | | | |
NET ASSETS – 100.0% | | | $ | 1,518,812,674 | |
| | | | | | | | |
(a) | Non-income producing security. |
(b) | The Fund invested in an affiliated entity, State Street Corp. Amounts related to these transactions during the period ended December 31, 2016 are shown in the Affiliate Table below. |
(c) | The Fund invested in certain money market funds managed by SSGA Funds Management, Inc. Amounts related to these transactions during the period ended December 31, 2016 are shown in the Affiliate Table below. |
(d) | The rate shown is the annualized seven-day yield at December 31, 2016. |
(e) | All or part of this security has been designated as collateral for futures contracts. |
(f) | Rate represents annualized yield at date of purchase. |
REIT | Real Estate Investment Trust |
The following table summarizes the value of the Fund’s investments according to the fair value hierarchy as of December 31, 2016.
| | | | | | | | | | | | | | | | |
Description | | Level 1 – Quoted Prices | | | Level 2 – Other Significant Observable Inputs | | | Level 3 – Significant Unobservable Inputs | | | Total | |
Assets: | | | | | | | | | | | | | | | | |
Investments: | | | | | | | | | | | | | | | | |
Common Stocks | | | | | | | | | | | | | | | | |
Consumer Discretionary | | $ | 179,632,365 | | | $ | – | | | $ | – | | | $ | 179,632,365 | |
Consumer Staples | | | 140,317,879 | | | | – | | | | – | | | | 140,317,879 | |
Energy | | | 112,453,424 | | | | – | | | | – | | | | 112,453,424 | |
Financials | | | 221,055,838 | | | | – | | | | – | | | | 221,055,838 | |
Health Care | | | 204,002,881 | | | | – | | | | – | | | | 204,002,881 | |
Industrials | | | 153,379,187 | | | | – | | | | – | | | | 153,379,187 | |
Information Technology | | | 310,423,100 | | | | – | | | | – | | | | 310,423,100 | |
Materials | | | 42,619,629 | | | | – | | | | – | | | | 42,619,629 | |
Real Estate | | | 43,387,193 | | | | – | | | | – | | | | 43,387,193 | |
Telecommunication Services | | | 39,778,761 | | | | – | | | | – | | | | 39,778,761 | |
Utilities | | | 47,688,193 | | | | – | | | | – | | | | 47,688,193 | |
Short-Term Investments | | | | | | | | | | | | | | | | |
Money Market Fund | | | 18,425,570 | | | | – | | | | – | | | | 18,425,570 | |
U.S. Government Security | | | – | | | | 3,856,989 | | | | – | | | | 3,856,989 | |
| | | | | | | | | | | | | | | | |
Total Investments | | $ | 1,513,164,020 | | | $ | 3,856,989 | | | $ | – | | | $ | 1,517,021,009 | |
| | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | |
Other Financial Instruments: | | | | | | | | | | | | | | | | |
Futures Contracts(a) | | $ | (192,675 | ) | | $ | – | | | $ | – | | | $ | (192,675 | ) |
| | | | | | | | | | | | | | | | |
Total Investments and Other Financial Instruments | | $ | 1,512,971,345 | | | $ | 3,856,989 | | | $ | – | | | $ | 1,516,828,334 | |
| | | | | | | | | | | | | | | | |
(a) | Futures Contracts are valued at unrealized appreciation (depreciation). Only unsettled receivable/payable for variation margin is reported within Statement of Assets and Liabilities. |
At December 31, 2016, open futures contracts purchased were as follows:
| | | | | | | | | | | | | | | | |
Futures Contracts | | Expiration Date | | | Number of Contracts | | | Notional Value | | | Unrealized Depreciation | |
E-Mini S&P 500 Index (long) | | | 03/17/2017 | | | | 210 | | | $ | 23,480,100 | | | $ | (192,675 | ) |
See accompanying notes to financial statements.
10
State Street Master Funds
State Street Equity 500 Index Portfolio
Schedule of Investments — (continued)
December 31, 2016
During the period ended December 31, 2016, average notional value related to futures contracts was $31,324,571 or 2% of net assets.
Affiliate Table
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Number of shares held at 12/31/15 | | | Value at 12/31/15 | | | Shares purchased | | | Shares sold | | | Number of shares held at 12/31/16 | | | Value at 12/31/16 | | | Dividend income | | | Realized gain (loss) | |
State Street Corp. | | | 34,247 | | | $ | 2,272,631 | | | | 2,400 | | | | 8,900 | | | | 27,747 | | | $ | 2,156,497 | | | $ | 45,010 | | | $ | 137,149 | |
State Street Institutional Liquid Reserves Fund, Premier Class | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | | | | 264 | | | | – | |
State Street Institutional U.S. Government Money Market Fund, Premier Class | | | 32,967,587 | | | | 32,967,587 | | | | 243,542,651 | | | | 258,084,668 | | | | 18,425,570 | | | | 18,425,570 | | | | 57,930 | | | | – | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL | | | | | | $ | 35,240,218 | | | | | | | | | | | | | | | $ | 20,582,067 | | | $ | 103,204 | | | $ | 137,149 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
See accompanying notes to financial statements.
11
State Street Master Funds
State Street Equity 500 Index Portfolio
Statement of Assets and Liabilities
December 31, 2016
| | | | |
Assets | |
Investments in unaffiliated issuers, at value (Note 2) | | $ | 1,496,438,942 | |
Investments in affiliated issuers, at value (Note 2) | | | 20,582,067 | |
| | | | |
Total Investments | | | 1,517,021,009 | |
Cash | | | 37,841 | |
Dividends receivable – unaffiliated issuers (Note 2) | | | 1,885,549 | |
Dividends receivable – affiliated issuers (Note 2) | | | 14,499 | |
Receivable from Adviser (Note 4) | | | 3,701 | |
| | | | |
Total assets | | | 1,518,962,599 | |
| | | | |
Liabilities | |
Payable to broker – variation margin on open futures contracts | | | 93,452 | |
Advisory fee payable (Note 4) | | | 56,473 | |
| | | | |
Total liabilities | | | 149,925 | |
| | | | |
Net Assets | | $ | 1,518,812,674 | |
| | | | |
Cost of Investments: | |
Investments in unaffiliated issuers | | $ | 552,155,679 | |
Investments in affiliated issuers | | | 19,270,470 | |
| | | | |
Total cost of investments | | $ | 571,426,149 | |
| | | | |
See accompanying notes to financial statements.
12
State Street Master Funds
State Street Equity 500 Index Portfolio
Statement of Operations
For the Year Ended December 31, 2016
| | | | |
Investment Income | |
Interest income – unaffiliated issuers (Note 2) | | $ | 14,697 | |
Dividend income – unaffiliated issuers (Note 2) | | | 33,907,540 | |
Dividend income – affiliated issuers (Note 2) | | | 103,204 | |
Foreign taxes withheld | | | (113,540 | ) |
| | | | |
Total Investment Income (Loss) | | | 33,911,901 | |
| | | | |
Expenses | |
Advisory fee (Note 4) | | | 694,126 | |
Miscellaneous expenses | | | 282 | |
| | | | |
Total Expenses | | | 694,408 | |
| | | | |
Expenses waived/reimbursed by the Adviser (Note 4) | | | (34,127 | ) |
| | | | |
Net Expenses | | | 660,281 | |
| | | | |
Net Investment Income (Loss) | | | 33,251,620 | |
| | | | |
Realized and Unrealized Gain (Loss) | |
Net realized gain (loss) on: | | | | |
Investment – unaffiliated issuers | | | 101,427,862 | |
Investment – affiliated issuers | | | 137,149 | |
Futures contracts | | | 4,398,097 | |
| | | | |
Net realized gain (loss) | | | 105,963,108 | |
| | | | |
Net change in unrealized appreciation/depreciation on: | | | | |
Investment – unaffiliated issuers | | | 34,394,354 | |
Investment – affiliated issuers | | | 200,241 | |
Futures contracts | | | (542,910 | ) |
| | | | |
Net change in unrealized appreciation/depreciation | | | 34,051,685 | |
| | | | |
Net realized and unrealized gain (loss) | | | 140,014,793 | |
| | | | |
Net Increase (Decrease) in Net Assets from Operations | | $ | 173,266,413 | |
| | | | |
See accompanying notes to financial statements.
13
State Street Master Funds
State Street Equity 500 Index Portfolio
Statements of Changes in Net Assets
| | | | | | | | |
| | Year Ended 12/31/16 | | | Year Ended 12/31/15 | |
Increase (Decrease) in Net Assets From Operations: | | | | | | | | |
Net investment income (loss) | | $ | 33,251,620 | | | $ | 54,312,342 | |
Net realized gain (loss) | | | 105,963,108 | | | | 587,220,571 | |
Net change in unrealized appreciation/depreciation | | | 34,051,685 | | | | (590,185,467 | ) |
| | | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | 173,266,413 | | | | 51,347,446 | |
| | | | | | | | |
Capital Transactions: | | | | | | | | |
Contributions | | | 116,324,014 | | | | 240,295,137 | |
Withdrawals | | | (372,376,185 | ) | | | (369,462,446 | ) |
In-kind redemptions (Note 6) | | | – | | | | (1,189,904,577 | ) |
| | | | | | | | |
Net increase (decrease) in net assets from capital transactions | | | (256,052,171 | ) | | | (1,319,071,886 | ) |
| | | | | | | | |
Net Increase (Decrease) in Net Assets During the Period | | | (82,785,758 | ) | | | (1,267,724,440 | ) |
| | | | | | | | |
Net Assets at Beginning of Period | | | 1,601,598,432 | | | | 2,869,322,872 | |
| | | | | | | | |
Net Assets at End of Period | | $ | 1,518,812,674 | | | $ | 1,601,598,432 | |
| | | | | | | | |
See accompanying notes to financial statements.
14
State Street Master Funds
State Street Equity 500 Index Portfolio
Financial Highlights
The following table includes selected supplemental data and ratios to average net assets:
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended 12/31/16 | | | Year Ended 12/31/15 | | | Year Ended 12/31/14 | | | Year Ended 12/31/13 | | | Year Ended 12/31/12 | |
Total return(a) | | | 11.90 | % | | | 1.41 | % | | | 13.62 | % | | | 32.30 | % | | | 15.97 | % |
Ratios and Supplemental Data: | |
Net assets, end of period (in 000s) | | $ | 1,518,813 | | | $ | 1,601,598 | | | $ | 2,869,323 | | | $ | 2,739,594 | | | $ | 2,055,241 | |
Ratios to average net assets: | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 0.05 | % | | | 0.05 | % | | | 0.05 | % | | | 0.05 | % | | | 0.05 | % |
Net expenses | | | 0.04 | % | | | 0.05 | % | | | 0.05 | % | | | 0.05 | % | | | 0.05 | % |
Net investment income (loss) | | | 2.18 | % | | | 2.00 | % | | | 1.98 | % | | | 2.05 | % | | | 2.26 | % |
Portfolio turnover rate | | | 5 | % | | | 7 | %(b) | | | 2 | %(b) | | | 4 | %(b) | | | 9 | %(b) |
(a) | Results represent past performance and are not indicative of future results. |
(b) | The portfolio turnover rate excludes in-kind security transactions (Note 6). |
See accompanying notes to financial statements.
15
State Street Master Funds
State Street Equity 500 Index Portfolio
Notes to Financial Statements
December 31, 2016
State Street Master Funds (the “Trust”) a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (“1940 Act”), is an open-end management investment company.
As of December 31, 2016 the Trust consists of six (6) series (and corresponding classes, each of which have the same rights and privileges, including voting rights), each of which represents a separate series of beneficial interest in the Trust. The State Street Equity 500 Index Portfolio (the “Portfolio”) is authorized to issue unlimited number of non transferable beneficial interest. The financial statements herein relate only to:
| | | | |
Fund | | Commencement of Operations | | Diversification Classification |
State Street Equity 500 Index Portfolio | | March 1, 2000 | | Diversified |
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 would 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.
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 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.
16
State Street Master Funds
State Street Equity 500 Index Portfolio
Notes to Financial Statements — (continued)
December 31, 2016
Valuation techniques used to value the Portfolio’s investments by major category are as follows:
| • | | Equity investments 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. |
| • | | Government and municipal fixed income securities are generally valued using quotations from independent pricing services or brokers. Certain government inflation-indexed securities may require a calculated fair valuation as the cumulative inflation is contained within the price provided by the pricing service or broker. For these securities, the inflation component of the price is “cleaned” from the pricing service or broker price utilizing the published inflation factors in order to ensure proper accrual of income. |
| • | | 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.
Various inputs are used in determining the value of the Portfolio’s investments.
The Portfolio values its assets and liabilities at fair value using a fair value hierarchy consisting of three broad levels that prioritize 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 asset or liability; |
| • | | 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 |
17
State Street Master Funds
State Street Equity 500 Index Portfolio
Notes to Financial Statements — (continued)
December 31, 2016
| 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 period ended December 31, 2016.
Investment Transactions and Income Recognition
Investment transactions are accounted for on trade date for financial reporting purposes. Realized gains and losses from the sale or disposition of investments are determined using the identified cost method. Dividend income and capital gain distributions, if any, are recognized daily on the ex-dividend date, net of any foreign taxes withheld at source, if any. Interest income is recorded daily on an accrual basis. All premiums and discounts are amortized/accreted for financial reporting purposes. Non-cash dividends received in the form of stock 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.
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.
3. | | Derivative Financial Instruments |
Futures Contracts
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. Subsequent payments are made or received by the Portfolio equal to the daily change in the contract value and are recorded as variation margin receivable or payable with a corresponding offset to unrealized gains or losses. The Portfolio recognizes a realized gain or loss when the contract is closed.
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
18
State Street Master Funds
State Street Equity 500 Index Portfolio
Notes to Financial Statements — (continued)
December 31, 2016
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 period ended December 31, 2016, the Portfolio entered into futures contracts for cash equitization, return enhancement and facilitate daily liquidity.
The following tables summarize the value of the Portfolio’s derivative instruments as of December 31, 2016 and the related location in the accompanying Statement of Assets and Liabilities and Statement of Operations, presented by primary underlying risk exposure:
Liability Derivatives
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Interest Rate Contracts Risk | | | Foreign Exchange Contracts Risk | | | Credit Contracts Risk | | | Equity Contracts Risk | | | Commodity Contracts Risk | | | Total | |
State Street Equity 500 Index Portfolio | | | | | | | | | | | | | | | | | | | | | | | | |
Futures Contracts(a) | | | $– | | | $ | – | | | $ | – | | | $ | (192,675 | ) | | $ | – | | | $ | (192,675 | ) |
(a) | Unrealized appreciation on open futures contracts. The Statements of Assets and Liabilities only reflects the current day’s net variation margin. |
Net Realized Gain (Loss)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Interest Rate Contracts Risk | | | Foreign Exchange Contracts Risk | | | Credit Contracts Risk | | | Equity Contracts Risk | | | Commodity Contracts Risk | | | Total | |
State Street Equity 500 Index Portfolio | | | | | | | | | | | | | | | | | | | | | | | | |
Futures Contracts | | | $– | | | $ | – | | | $ | – | | | $ | 4,398,097 | | | $ | – | | | $ | 4,398,097 | |
Net Change in Unrealized Appreciation (Depreciation)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Interest Rate Contracts Risk | | | Foreign Exchange Contracts Risk | | | Credit Contracts Risk | | | Equity Contracts Risk | | | Commodity Contracts Risk | | | Total | |
State Street Equity 500 Index Portfolio | | | | | | | | | | | | | | | | | | | | | | | | |
Futures Contracts | | | $– | | | $ | – | | | $ | – | | | $ | (542,910 | ) | | $ | – | | | $ | (542,910 | ) |
4. Fees and Transactions with Affiliates
Advisory Fees
The Portfolio has entered into an Investment Advisory Agreement with SSGA Funds Management, Inc. (The “Adviser” or “SSGA FM”), a subsidiary of State Street Corporation and an affiliate of State Street
19
State Street Master Funds
State Street Equity 500 Index Portfolio
Notes to Financial Statements — (continued)
December 31, 2016
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 period ended December 31, 2016 SSGA FM voluntarily agreed to waive fees of $34,127.
Administrator, Custodian, Sub-Administrator and Transfer Agent Fees
SSGA FM serves as administrator and State Street, an affiliate of the Adviser, serves as custodian, sub-administrator and transfer agent to the Portfolio. In compensation for SSGA FM’s services as investment adviser and administrator and for State Street’s services as custodian, sub-administrator 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 0.05% of the Portfolio’s average daily net assets.
Other Transactions with Affiliates
The Portfolio may invest in affiliated entities, including securities issued by State Street Corporation, affiliated funds, or entities deemed to be affiliates as a result of the Portfolio owning more than five percent of the entity’s voting securities or outstanding shares. Amounts relating to these transactions during the period ended December 31, 2016 are disclosed in the Schedule of Investments.
In December 2015, State Street, the Portfolio’s custodian, announced a review of the manner in which it invoiced certain expenses to certain of its Investment Servicing clients, primarily in the United States, during an 18-year period going back to 1998 and its determination that it had incorrectly invoiced clients for certain expenses. State Street informed its clients that it will pay to them the expenses it concluded were incorrectly invoiced to them, plus interest.
The Portfolio was impacted by this matter. During all or part of the 18-year review period, the Portfolio had expense limitation agreements in place whereby the Adviser waived its fee and/or reimbursed operating expenses in order to maintain a stated total expense ratio. The net asset value (NAV) of the Portfolio with such expense limitation agreements would not have been impacted by the overcharging since the Adviser would have waived its fee or reimbursed the Portfolio for any additional operating expense above the limitation. Management analyzed the revised invoicing information, by year, to determine which amounts, including interest, should be retained by the Portfolio and which amounts represented additional expenses for which the Adviser waived its fee or reimbursed the Portfolio. The amounts in the table below represent the refunded expenses and interest retained by the Portfolio for the periods in question.
| | | | | | | | | | | | | | |
Refunded Custody Expense* | | | Interest* | | | Total | | | % of Net Assets at December 31, 2016 | |
| $65,550 | | | $ | 385 | | | $ | 65,935 | | | | 0.0 | %** |
* | Refunded Custody and Interest appear on the Statements of Operations in Advisory fee – Net and Interest income, respectively. |
** | Amount is less than 0.05% |
20
State Street Master Funds
State Street Equity 500 Index Portfolio
Notes to Financial Statements — (continued)
December 31, 2016
5. Trustees’ Fees
The fees and expenses of the Trust’s trustees who are not “interested persons” of the Trust, as defined in the 1940 Act (“Independent Trustees”), are paid directly by the Portfolio. The Independent Trustees are reimbursed for travel and other out-of-pocket expenses in connection with meeting attendance and industry seminars.
6. Investment Transactions
Purchases and sales of investments (excluding short term investments) for the period ended December 31, 2016, were as follows:
| | | | | | | | |
Name of Fund | | Purchases | | | Sales | |
State Street Equity 500 Index Portfolio | | $ | 73,809,246 | | | $ | 278,153,542 | |
In-Kind Redemption
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 Statements of Changes in Net Assets.
7. Income Tax Information
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.
The Portfolio files federal and various state and local tax returns as required. No income tax returns are currently under examination. The federal returns are subject to examination by the Internal Revenue Service for a period of three years from date of filing, while the state returns may remain open for an additional year depending upon jurisdiction. SSGA FM has analyzed the Portfolio’s tax positions taken on tax returns for all open years and does not believe there are any uncertain tax positions that would require recognition of a tax liability.
At December 31, 2016, gross unrealized appreciation and gross unrealized depreciation of investments based on cost for federal income tax purposes were as follows:
| | | | | | | | | | | | | | | | |
| | Tax Cost | | | Gross Unrealized Appreciation | | | Gross Unrealized Depreciation | | | Net Unrealized Appreciation (Depreciation) | |
State Street Equity 500 Index Portfolio | | $ | 571,426,149 | | | $ | 960,797,885 | | | $ | 15,203,025 | | | $ | 945,594,860 | |
21
State Street Master Funds
State Street Equity 500 Index Portfolio
Notes to Financial Statements — (continued)
December 31, 2016
8. Line of Credit
The Portfolio and other affiliated funds (each a “Participant” and, collectively, the “Participants”) participate in a $360 million revolving credit facility provided by a syndication of banks under which the Participants may borrow to fund shareholder redemptions. This agreement expires in October 2017 unless extended or renewed. Prior to October 13, 2016, the Participants could borrow up to $360 million at any time outstanding, subject to asset coverage and other limitations as specified in agreements.
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. 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 1% plus the greater of the New York Fed Bank Rate and 1-month LIBOR rate. Prior to October 13, 2016, interest was calculated at a rate per annum equal to the sum of the New York Fed Bank Rate plus 1%.
The Portfolio had no outstanding loans during the period ended December 31, 2016.
9. Risks
Concentration Risk
As a result of the Portfolio’s ability to invest a large percentage of its assets in obligations of issuers within the same country, state, region, currency or economic sector, an adverse economic, business or political development may affect the value of the Portfolio’s investments more than if the Portfolio were more broadly diversified.
Market and Credit Risk
In the normal course of business, the Portfolio trades financial instruments and enters into transactions where risk of potential loss exists due to changes in the general economic conditions and fluctuations of the market (market risk). Additionally, the Portfolio may also be exposed to credit risk in the event that an issuer or guarantor fails to perform or that an institution or entity with which the Portfolio has unsettled or open transactions defaults.
10. Subsequent Events
Management has evaluated the impact of all subsequent events on the Portfolio through the date on which 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.
22
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, 2016, 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, 2016, by correspondence with the custodian, brokers and others or by other appropriate auditing procedures where replies from brokers 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, 2016, 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 27, 2017
23
State Street Master Funds
State Street Equity 500 Index Portfolio
Other Information (Unaudited)
December 31, 2016
EXPENSE EXAMPLE
As a shareholder of a Portfolio, you incur two types of costs (1) transaction costs, including sales charges (loads), if applicable, on purchase payments, reinvested dividends, or other distributions and (2) ongoing costs, including advisory fees and to the extent applicable, distribution (12b-1) and/or service fees; and other Portfolio expenses. 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. 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, 2016 to December 31, 2016.
The table below illustrates your Portfolio’s cost in two ways:
| • | | Based on actual fund return – This section helps you to estimate the actual expenses that you paid over the period. The “Ending Account Value” shown is derived from each 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”. |
| • | | 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 U.S. Securities and Exchange Commission (the “SEC”) 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. |
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales load charges (loads). Therefore, the hypothetical 5% return section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.
| | | | | | | | | | | | | | | | | | | | |
| | | Actual | | | Hypothetical (assuming a 5% return before expenses) | |
| | Annualized Expense Ratio | | | Ending Account Value | | | Expenses Paid During Period(a) | | | Ending Account Value | | | Expenses Paid During Period(a) | |
State Street Equity 500 Index Portfolio | | | 0.05 | % | | $ | 1,078.20 | | | $ | 0.26 | | | $ | 1,024.90 | | | $ | 0.25 | |
(a) | Expenses are equal to the Portfolio’s annualized net expense ratio multiplied by the average account value of the period, multiplied by 184, then divided by 366. |
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Other Information — (continued)
December 31, 2016 (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 1-800-997-7327, (ii) on the SEC’s website at www.sec.gov, or (iii) at the SEC’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 1-800-997-7327 (toll free), or (2) on the website of the SEC at www.sec.gov.
Quarterly Portfolio Schedule
The Portfolio will file their complete schedules of investments with the SEC 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 1-800-997-7327, (ii) on the SEC’s website at www.sec.gov, or (iii) at the SEC’s public reference room. Information on the operation of the public reference room may be obtained by calling 1-800-SEC-0330.
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Other Information — (continued)
December 31, 2016 (Unaudited)
Trustee Considerations in Approving Continuation of
Investment Advisory Agreements1
Overview of the Contract Review Process
Under the Investment Company Act of 1940, an investment advisory agreement between a mutual fund and its investment adviser may continue in effect from year to year only if its continuance is approved at least annually by the fund’s board of trustees, including by a vote of a majority of those trustees who are not “interested persons” of the fund (commonly referred to as, the “Independent Trustees”) cast in person at a meeting called for the purpose of considering such approval.
Consistent with these requirements, the Board of Trustees (the “Board”) of the State Street Master Funds and State Street Institutional Investment Trust (each a “Trust” and together, the “Trusts”), met on April 14-15, 2016 and May 19-20, 2016, including in Executive Sessions attended by the Independent Trustees, to consider a proposal to approve, with respect to each portfolio series of each Trust (each, a “Fund” and collectively, the “Funds”), the continuation of the investment advisory agreement (the “Advisory Agreement”) with SSGA Funds Management, Inc. (“SSGA FM” or the “Adviser”). Prior to voting on the proposal, the Independent Trustees, as well as the Trustees who are “interested persons” of the Adviser, reviewed information furnished by the Adviser and others reasonably necessary to permit the Board to evaluate the proposal fully.2 The Independent Trustees were separately represented by co-counsel who are independent of the Adviser in connection with their consideration of approval of the Advisory Agreements. Following the April 14-15, 2016 meeting, the Independent Trustees submitted questions and requests for additional information to management, and considered management’s responses thereto prior to and at the May 19-20, 2016 meeting. The Independent Trustees considered, among other things, the following:
Information about Performance, Expenses and Fees
| • | | A report prepared by an independent third-party provider of investment company data, which includes for each Fund: |
| • | | Comparisons of the Fund’s performance over the past one-, three-, five- and ten-year periods ended December 31, 2015, as applicable, to the performance of an appropriate benchmark for the Fund and a universe of other mutual funds with similar investment objectives and policies; |
1 | Over the course of more than 15 years, the Independent Trustees have identified numerous relevant issues, factors and concerns (“issues, factors and concerns”) that they consider each year in connection with the proposed continuation of the advisory agreements, the administration agreement, the distribution plans, the distribution agreement and various related-party service agreements (the “annual review process”). The statement of issues, factors and concerns and the related conclusions of the Independent Trustees may not change substantially from year to year. However, the information requested by, and provided to, the Independent Trustees with respect to the issues, factors and concerns and on which their conclusions are based is updated annually and, in some cases, may differ substantially from the previous year. The Independent Trustees schedule annually a separate in-person meeting that is dedicated to the annual review process (the “special meeting”). At the special meeting and throughout the annual review process, the Independent Trustees take a fresh look at each of the issues, factors and concerns in light of the latest available information and each year present one or more sets of comments and questions to management with respect to specific issues, factors and concerns. Management responds to such comments and questions to the satisfaction of the Independent Trustees before the annual review process is completed and prior to the Independent Trustees voting on proposals to approve continuation of the agreements and plans. |
2 | Certain Funds had either recently commenced operations or had yet to commence operations, and as such, the Advisory Agreement was not up for renewal with respect to such Funds. |
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Other Information — (continued)
December 31, 2016 (Unaudited)
| • | | Comparisons of the Fund’s expense ratio (with detail of component expenses) to the expense ratios of a group of comparable mutual funds selected by the independent third-party data provider; |
| • | | A chart showing the Fund’s historical average net assets relative to its total expenses, management fees, and non-management expenses over the past five years, as applicable; and |
| • | | Comparisons of the Fund’s contractual management fee to the contractual management fees of comparable mutual funds at different asset levels. |
| • | | Comparative information concerning fees charged by the Adviser for managing institutional accounts using investment strategies and techniques similar to those used in managing the Funds, as applicable; and |
| • | | Profitability analyses for (a) the Adviser with respect to each Fund and (b) affiliates of the Adviser that provide services to the Funds (“Affiliated Service Providers”). |
Information about Portfolio Management
| • | | Descriptions of the investment management services provided by the Adviser, including its investment strategies and processes; |
| • | | Information concerning the allocation of brokerage; and |
| • | | Information regarding the procedures and processes used to value the assets of the Funds. |
Information about the Adviser
| • | | Reports detailing the financial results and condition of the Adviser and its affiliates; |
| • | | Descriptions of the qualifications, education and experience of the individual investment professionals responsible for managing the portfolios of the Funds; |
| • | | Information relating to compliance with and the administration of each Code of Ethics adopted by the Adviser; |
| • | | A copy of the Adviser’s proxy voting policies and procedures; |
| • | | Information concerning the resources devoted by the Adviser to overseeing compliance by the Funds and their service providers, including the Adviser’s record of compliance with investment policies and restrictions and other operating policies of the Funds; and |
| • | | A description of the business continuity and disaster recovery plans of the Adviser; and |
| • | | Information regarding the Adviser’s risk management processes. |
Other Relevant Information
| • | | Information concerning the nature, quality and cost of services provided to the Funds by SSGA FM in its capacity as the Fund’s Administrator; |
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Other Information — (continued)
December 31, 2016 (Unaudited)
| • | | Information concerning the nature, quality and cost of various non-investment management services provided to the Funds by affiliates of the Adviser, including the custodian, sub-administrator, fund accountant, transfer agent and securities lending agent of the Funds, and the role of the Adviser in managing the Funds’ relationship with these service providers; |
| • | | Draft responses to a letter from Joseph P. Barri, LLC, co-counsel along with the law firm of Sullivan & Worcester LLP (together, “Independent Counsel”) to the Independent Trustees, reviewed prior to such date by Independent Counsel, requesting specific information from each of: |
| • | | SSGA FM, in its capacity as the Funds’ Adviser and Administrator, with respect to its operations relating to the Funds and its approximate profit margins before taxes from such operations for the Funds’ last fiscal year; and the relevant operations of other affiliated service providers to the Funds, together with their approximate profit margins from such relevant operations for the Funds’ last fiscal year; |
| • | | State Street Bank and Trust Company (“State Street”), the sub-administrator, custodian, transfer agent, securities lending agent, and shareholder services for the Funds, with respect to its operations relating to the Funds; and |
| • | | State Street Global Markets, LLC, the principal underwriter and distributor of the shares of the Funds (the “Distributor”), with respect to its operations relating to the Funds, together with the Funds’ related distribution plans and arrangements under SEC Rule 12b-1; |
| • | | Information from SSGA FM, State Street and the Distributor with respect to State Street Master Funds and State Street Institutional Investment Trust providing any material changes to the previous information supplied in response to the letter from Joseph P. Barri, LLC prior to the Executive Sessions of the Board on May 19-20, 2016; |
| • | | Materials provided by Broadridge Financial Solutions, Inc., the successor by acquisition to the producer of Lipper materials used in previous years (“Broadridge”), circulated to the Independent Trustees and to Independent Counsel, with respect to the Funds for which such materials were then available; and |
| • | | A summary of the foregoing materials prepared by Independent Counsel. |
In addition to the information identified above, the Board considered information provided from time to time by the Adviser, and other service providers of the Funds throughout the year at meetings of the Board and its committees. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of the Adviser relating to the performance of the Funds and the investment strategies used in pursuing each Fund’s investment objective.
The Independent Trustees were assisted throughout the contract review process by their Independent Counsel. The Independent Trustees relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating the Advisory Agreement, and the weight to be given to each such factor. The conclusions reached with respect to the Advisory Agreement were based on a comprehensive evaluation of all the information provided and not any single
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Other Information — (continued)
December 31, 2016 (Unaudited)
factor. Moreover, each Trustee may have placed varying emphasis on particular factors in reaching conclusions with respect to each Fund.
Results of the Process
Based on a consideration of the foregoing and such other information as deemed relevant, including the factors and conclusions described below, on May 19-20, 2016 the Board, including a majority of the Independent Trustees, voted to approve the adoption of, as applicable, and the continuation of the Advisory Agreements effective June 1, 2016, for an additional year with respect to all Funds.
Nature, Extent and Quality of Services
In considering whether to approve the Advisory Agreements, the Board evaluated the nature, extent and quality of services provided to each Fund by the Adviser.
The Board considered the Adviser’s management capabilities and investment process with respect to the types of investments held by each Fund, including the education, experience and number of investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Fund. The Board evaluated, where relevant, the abilities and experience of such investment personnel in analyzing particular markets, industries and specific issuers of securities in these markets and industries. The Board also considered the substantial expertise of the Adviser in developing and applying proprietary quantitative models for managing various Funds that invest primarily in equity securities. With respect to those Funds that invest primarily in fixed-income securities, the Board considered the extensive experience and resources committed by the Adviser to the evaluation of credit, interest-rate and currency risks.
The Board reviewed the compliance programs of SSGA FM and various affiliated service providers. Among other things, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity, the allocation of investment opportunities and the voting of proxies. The Board also considered the role of the Adviser in monitoring each Fund’s securities lending activities.
On the basis of the foregoing and other relevant information, the Board concluded that the Adviser can be expected to continue to provide high quality investment management and related services for the Funds.
Fund Performance
The Board compared each Fund’s investment performance to the performance of an appropriate benchmark and universe of comparable mutual funds for various time periods ended December 31, 2015 by evaluating the performance of the Funds’ feeder fund.
On the basis of the foregoing and other relevant information, the Board concluded that the performance of each operational Fund is satisfactory or better (a) by comparison to the performance of its peer group funds or (b) after considering steps taken by management to improve the performance of certain Funds.
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Other Information — (continued)
December 31, 2016 (Unaudited)
Management Fees and Expenses
The Board reviewed the contractual investment advisory fee rates payable by each Fund and actual fees paid by each Fund, net of waivers. As part of its review, the Board considered each Fund’s management fee, including the portion attributable to administrative services provided by SSGA FM, and total expense ratio (both before and after giving effect to any expense caps), as compared to its “Expense Group” and “Expense Universe,” as constructed by Broadridge, and the related Broadridge analysis for each of the Funds. The Board also considered the comparability of the fees charged and the services provided to each Fund by the Adviser to the fees charged and services provided to other clients of the Adviser, including institutional accounts. In addition, the Board considered the willingness of the Adviser to provide undertakings from time to time to waive fees or pay expenses of various Funds to limit the total expenses borne by shareholders of such Funds.
On the basis of the foregoing and other relevant information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the fees and the expense ratio of each Fund compare favorably to the fees and expenses of similar mutual funds and are reasonable in relation to the services provided.
Profitability
The Board reviewed the level of profits realized by the Adviser and its affiliates in providing investment advisory and other services to each Fund and to all Funds as a group. The Board considered other direct and indirect benefits received by SSGA FM and Affiliated Service Providers, together with the ranges of profitability of each of the Affiliated Service Providers with respect to their services to the Funds. The Board noted that the Adviser does not currently have “soft dollar” arrangements in effect for trading the Funds’ investments.
The Board concluded that the profitability of the Adviser with respect to each of the Funds, and the profitability range of each of the Affiliated Service Providers with respect to its services to the Funds, were reasonable in relation to the services provided.
Economies of Scale
In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and each Fund and all Funds as a group, on the other hand, can expect to realize benefits from economies of scale as the assets of the Funds increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific Fund or the Funds taken as a whole. The Board concluded that, in light of the current size of each Fund and all Funds as a group, the level of profitability of the Adviser and its affiliates with respect to each Fund and all Funds as a group over various time periods, and the comparatively low management fee and expense ratio of each Fund during these periods, it does not appear that the Adviser or its affiliates has realized benefits from economies of scale in managing the assets of the Funds to such an extent that previously agreed advisory fees should be reduced or that breakpoints in such fees should be implemented for any Fund at this time.
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Other Information — (continued)
December 31, 2016 (Unaudited)
Conclusions
In reaching its decision to approve the Advisory Agreement, the Board did not identify any single factor as being controlling, but based its recommendation on each of the factors it considered. Each Trustee may have contributed different weight to the various factors. Based upon the materials reviewed, the representations made and the considerations described above, and as part of their deliberations, the Board, including the Independent Trustees, concluded that the Adviser possesses the capability and resources to perform the duties required of it under the respective Advisory Agreement.
Further, based upon its review of the Advisory Agreement, the materials provided, and the considerations described above, the Board, including the Independent Trustees, concluded that (1) the terms of the Advisory Agreement are reasonable, fair, and in the best interests of each Fund and its respective shareholders, and (2) the rates payable under the Advisory Agreement are fair and reasonable in light of the usual and customary charges made for services of the same nature and quality.
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Other Information — (continued)
December 31, 2016 (Unaudited)
Trustees and Officers Information
| | | | | | | | | | | | |
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 c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 YOB: 1944 | | Trustee and Co-Chairman of the Board | | Term: Indefinite Elected: 7/99 | | Chairman, Holland & Company L.L.C. (investment adviser) (1995 – present). | | | 72 | | | 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 Loans (and Real Estate) Funds. |
Patrick J. Riley c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 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. | | | 78 | | | Board Director and Chairman, SPDR Europe 1PLC Board (2011 – Present); Board Director and Chairman, SPDR Europe II, PLC (2013 – Present). |
William L. Boyan(1) c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 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. | | | 78 | | | 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. |
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Other Information — (continued)
December 31, 2016 (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 c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 YOB: 1942 | | Trustee and Co-Chairman of the Audit Committee | | Term: Indefinite Elected: 1/14 | | July 2016 to Present, Chief Executive Officer and Chief Compliance Officer, The Marshall Financial Group, Inc.; 2015 to present, Board member, The Doylestown Health Foundation Board; April 2011 to June 2016, 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. | | | 78 | | | |
Richard D. Shirk c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 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; 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). | | | 78 | | | |
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Other Information — (continued)
December 31, 2016 (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) | | | | | | |
Rina K. Spence c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 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); Honorary Consul for Monaco in Boston (2015 – present). | | | 78 | | | Trustee, Eastern Enterprise (utilities) (1988 – 2000); Director, Berkshire Life Insurance Company of America (1993 – 2009). |
Bruce D. Taber c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 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). | | | 72 | | | |
Douglas T. Williams c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 YOB: 1940 | | Trustee and Co-Chairman of the Audit Committee | | Term: Indefinite Elected: 7/99 | | Retired 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). | | | 78 | | | |
Michael A. Jessee c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 YOB: 1946 | | Trustee | | Term: Indefinite Appointed: 7/16 | | Retired; formerly, President and Chief Executive Officer of the Federal Home Loan Bank of Boston (1989 – 2009); Trustee, Randolph-Macon College (2004 – 2016). | | | 78 | | | |
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Other Information — (continued)
December 31, 2016 (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 |
Interested Trustee(2) | | | | | | |
James E. Ross SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 YOB: 1965 | | Trustee | | Term: Indefinite Appointed: 2/07 | | Executive Vice President; State Street Global Advisors (2006 – present); Chairman and Director, SSGA Funds Management, Inc. (2012 – present); Principal, State Street Global Advisors (2006 – present); President, SSGA Funds Management, Inc. (2005 – 2012). | | | 265 | | | SSGA SPDR ETFs Europe I plc (Director) (November 2016 – present); SSGA SPDR ETFs Europe II plc (Director) (November 2016 – present). |
(1) | Mr. Boyan retired as a Trustee of the Trust effective February 16, 2017. |
(2) | Mr. Ross is an Interested Trustee because of his employment by SSGA Funds Management, Inc., an affiliate of the Trust. |
† | For the purpose of determining the number of portfolios overseen by the Trustees, “Fund Complex” comprises registered investment companies for which SSGA Funds Management, Inc. serves as investment adviser. |
The following lists the principal officers for the Trust, as well as their mailing addresses and ages, positions with the Trust and length of time served, and present and principal occupations:
| | | | | | |
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 02111-2900 YOB: 1967 | | President | | Term: Indefinite Elected: 10/12 | | President and Director, SSGA Funds Management, Inc. (2001 – present)*; 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 02111-2900 YOB: 1966 | | Vice President and Deputy Treasurer | | Term: Indefinite Elected: 10/12 Term: Indefinite Elected: 2/16 | | Chief Operating Officer, SSGA Funds Management, Inc. (2005 – present)*; Managing Director, State Street Global Advisors (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).* |
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Other Information — (continued)
December 31, 2016 (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) | | | | | | |
Darlene Anderson-Vasquez SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1968 | | Deputy Treasurer | | Term: Indefinite Elected: 11/16 | | Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (May 2016 – present); Senior Vice President, John Hancock Investments (September 2007 – May 2016). |
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 2007 – present).* |
Brian Harris SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1973 | | Chief Compliance Officer and Code of Ethics Compliance Officer | | Term: Indefinite Elected: 11/13 Term: Indefinite Elected: 9/16 | | Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (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). |
Joshua A. Weinberg SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 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 (2005 – 2011). |
Jesse D. Hallee State Street Bank and Trust Company 100 Summer Street, 7th Floor Boston, MA 02111 YOB: 1976 | | Secretary | | Term: Indefinite Elected: 9/16 | | Vice President and Managing Counsel, State Street Bank and Trust Company (2013 – present); Vice President and Counsel, Brown Brothers Harriman & Co. (2007 – 2013). |
Khimmara Greer State Street Bank and Trust Company 100 Summer Street, 7th Floor Boston, MA 02111 YOB: 1983 | | Assistant Secretary | | Term: Indefinite Elected: 5/16 | | Vice President and Counsel, State Street Bank and Trust Company (2015 – present); Regulatory Advisor, JPMorgan (2014 – 2015); Claims Case Manager, Liberty Mutual Insurance (2012 – 2014); Contract Attorney, Various Law Firms (2011 – 2012). |
* | Served in various capacities and/or with various affiliated entities during noted time period. |
Statement of Additional Information (SAI) includes additional information about Portfolio’s directors and is available, without charge, upon request and by calling 1-877-521-4083.
36
Trustees
Michael F. Holland
Michael A Jessee
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 Equity 500 Index Portfolio State Street Bank and Trust Company P.O. Box 5049 Boston, MA 02206 | | SSIITEQ5002AR IBG-22811 |
The information contained in this report is intended for the general information of shareholders of the Portfolio and shareholders of any fund invested in the Portfolio. Interests in the Portfolio are offered solely to eligible investors in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the 1933 Act. This report is not authorized for distribution (i) to prospective investors in any fund invested in the Portfolio unless preceded or accompanied by a current offering document for such fund or (ii) to prospective eligible investors in the Portfolio unless preceded or accompanied by a current offering document of the Portfolio. Eligible investors in the Portfolio may obtain a current Portfolio offering document by calling 1-800-997-7327. Please read the offering document carefully before investing in the Portfolio.
Annual Report
31 December 2016
State Street Master Funds
State Street International Developed Equity Index Portfolio

The information contained in this report is intended for the general information of shareholders of the Portfolio and shareholders of any fund invested in the Portfolio. Interests in the Portfolio are offered solely to eligible investors in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the 1933 Act. This report is not authorized for distribution (i) to prospective investors in any fund invested in the Portfolio unless preceded or accompanied by a current offering document for such fund or (ii) to prospective eligible investors in the Portfolio unless preceded or accompanied by a current offering document of the Portfolio. Eligible investors in the Portfolio may obtain a current Portfolio offering document by calling 1-877-521-4083. Please read the offering document carefully before investing in the Portfolio.
State Street Master Funds
State Street International Developed Equity Index Portfolio
Annual Report
December 31, 2016
Table of Contents
The information contained in this report is intended for the general information of shareholders of the Portfolio and shareholders of any fund invested in the Portfolio. Interests in the Portfolio are offered solely to eligible investors in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the 1933 Act. This report is not authorized for distribution (i) to prospective investors in any fund invested in the Portfolio unless preceded or accompanied by a current offering document for such fund or (ii) to prospective eligible investors in the Portfolio unless preceded or accompanied by a current offering document of the Portfolio. Eligible investors in the Portfolio may obtain a current Portfolio offering document by calling 1-877-521-4083. Please read the offering document carefully before investing in the Portfolio.
State Street Master Funds
State Street International Developed Equity Index Portfolio
MANAGEMENT DISCUSSION OF FUND PERFORMANCE
The State Street International Developed Equity Index Portfolio (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of a broad-based developed market (ex-U.S. and Canada) large and mid-capitalization equity index over the long term. The Fund’s benchmark is the MSCI EAFE (Europe, Australasia, Far East) Index (the “Index”).
For the period from April 29, 2016 (inception) through December 31, 2016 (the “Reporting Period”), the total return for the Fund was 1.00%, and the Index was 1.20% (Net). The Fund and Index returns reflect the reinvestment of dividends and other income. The Fund’s performance reflects the expenses of managing the Fund, including brokerage and advisory expenses. The Index is unmanaged and Index returns do not reflect fees and expenses, which would have a negative impact on returns. The cumulative effect of small weighting differences between the securities and currencies in the Fund and the Index contributed to the difference between the Fund’s performance and that of the Index.
The Fund’s performance from inception through the end of the second quarter of 2016 was -3.50%. Positive performance in April and May was offset by negative performance in June and the overall strength of the U.S. dollar versus other currencies. Recovering oil prices, dovish comments from central bankers and earnings data helped performance but was offset by the surprise British referendum vote supporting the withdrawal of the United Kingdom’s membership from the European Union. During the third quarter of 2016, the Fund’s performance was +5.91%. Accommodative monetary policy and a strong earnings season were key drivers of Fund performance during the quarter. Despite multiple terrorist attacks in France and Germany, the Fund had positive performance on the back of a lack of a U.S. interest rate hike, additional fiscal and monetary stimulus in Japan and a rate cut by the Bank of England. The Fund’s performance during the fourth quarter of 2016 was -1.17%. The strong dollar, geopolitical developments and global macroeconomic data were chief factors affecting Fund performance during the quarter. The Fund’s performance was helped by the unexpected results of the Presidential election in the U.S. and the ensuing market optimism regarding President-elect Trump’s expected policy initiatives. The resignation of Italian Prime Minister Matteo Renzi and macroeconomic data like Euro-zone retail sales, UK services and Germany factory orders also helped the Fund’s performance in the quarter. However, the Fund’s performance was negatively impacted by the strength of the U.S. dollar versus other major currencies.
The Fund used MSCI EAFE Index futures contracts in order to gain exposure to the Index during the Reporting Period. The Fund’s use of index futures helped the fund track the Index.
On an individual security level, the top positive contributors to the Fund’s performance were Royal Dutch Shell Plc Class B, Royal Dutch Shell Plc Class A, and BP p.l.c. The top negative contributors to the Fund’s performance were Roche Holding Ltd Genusssch., Teva Pharmaceutical Industries Limited, and Novo Nordisk A/S Class B.
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.
1
State Street Master Funds
State Street International Developed Equity Index Portfolio
Portfolio Statistics (Unaudited)
Top Five Holdings
As of December 31, 2016
| | | | | | | | |
Description | |
| Market Value | | |
| % Of Net Assets | |
Nestle SA | | $ | 35,294,359 | | | | 1.8 | |
Novartis AG | | | 25,709,532 | | | | 1.3 | |
HSBC Holdings PLC | | | 25,497,257 | | | | 1.3 | |
Roche Holding AG | | | 25,391,127 | | | | 1.3 | |
Toyota Motor Corp. | | | 24,867,772 | | | | 1.3 | |
(The five largest holdings are subject to change, and there are no guarantees the Portfolio will continue to remain invested in any particular security.)
| | | | |
Top Five Sectors (excluding short-term investments)* | | | December 31, 2016 | |
Banks | | | 13.1 | % |
Pharmaceuticals | | | 8.5 | |
Insurance | | | 5.7 | |
Oil & Gas | | | 5.1 | |
Telecommunications | | | 4.7 | |
Total | | | 37.1 | % |
* | 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.
2
State Street Master Funds
State Street International Developed Equity Index Portfolio
Schedule of Investments
December 31, 2016
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – 97.7% | | | | | |
Australia – 7.3% | | | | | | | | |
AGL Energy, Ltd. | | | 106,141 | | | $ | 1,697,764 | |
Alumina, Ltd. | | | 419,565 | | | | 555,967 | |
Amcor, Ltd. | | | 185,979 | | | | 2,013,277 | |
AMP, Ltd. | | | 486,944 | | | | 1,777,084 | |
APA Group | | | 170,346 | | | | 1,057,088 | |
Aristocrat Leisure, Ltd. | | | 83,749 | | | | 939,961 | |
ASX, Ltd. | | | 32,633 | | | | 1,175,334 | |
Aurizon Holdings, Ltd. | | | 307,536 | | | | 1,124,568 | |
AusNet Services | | | 245,512 | | | | 280,885 | |
Australia & New Zealand Banking Group, Ltd. | | | 464,371 | | | | 10,228,755 | |
Bank of Queensland, Ltd. | | | 66,249 | | | | 569,414 | |
Bendigo & Adelaide Bank, Ltd. | | | 76,836 | | | | 707,145 | |
BHP Billiton PLC | | | 337,298 | | | | 5,445,258 | |
BHP Billiton, Ltd. | | | 509,874 | | | | 9,252,144 | |
Boral, Ltd. | | | 173,969 | | | | 681,503 | |
Brambles, Ltd. | | | 248,097 | | | | 2,227,623 | |
Caltex Australia, Ltd. | | | 39,734 | | | | 876,376 | |
Challenger, Ltd. | | | 92,804 | | | | 755,321 | |
CIMIC Group, Ltd. | | | 13,823 | | | | 349,723 | |
Coca-Cola Amatil, Ltd. | | | 92,076 | | | | 674,723 | |
Cochlear, Ltd. | | | 8,884 | | | | 788,352 | |
Commonwealth Bank of Australia | | | 271,311 | | | | 16,189,960 | |
Computershare, Ltd. | | | 77,865 | | | | 702,520 | |
Crown Resorts, Ltd. | | | 54,466 | | | | 456,702 | |
CSL, Ltd. | | | 72,907 | | | | 5,300,840 | |
Dexus Property Group REIT | | | 148,887 | | | | 1,037,123 | |
Domino’s Pizza Enterprises, Ltd. | | | 10,034 | | | | 472,193 | |
DUET Group | | | 368,606 | | | | 731,327 | |
Flight Centre Travel Group, Ltd. | | | 6,354 | | | | 144,009 | |
Fortescue Metals Group, Ltd. | | | 243,023 | | | | 1,036,481 | |
Goodman Group REIT | | | 282,689 | | | | 1,459,476 | |
GPT Group REIT | | | 304,306 | | | | 1,108,350 | |
Harvey Norman Holdings, Ltd. | | | 74,061 | | | | 275,646 | |
Healthscope, Ltd. | | | 281,376 | | | | 466,575 | |
Incitec Pivot, Ltd. | | | 273,735 | | | | 713,561 | |
Insurance Australia Group, Ltd. | | | 382,446 | | | | 1,658,805 | |
LendLease Group | | | 86,686 | | | | 917,687 | |
Macquarie Group, Ltd. | | | 49,432 | | | | 3,118,348 | |
Medibank Pvt, Ltd. | | | 429,874 | | | | 877,786 | |
Mirvac Group REIT | | | 548,883 | | | | 846,560 | |
National Australia Bank, Ltd. | | | 421,763 | | | | 9,366,573 | |
Newcrest Mining, Ltd. | | | 117,598 | | | | 1,724,342 | |
Oil Search, Ltd. | | | 231,227 | | | | 1,200,483 | |
Orica, Ltd. | | | 57,261 | | | | 733,060 | |
Origin Energy, Ltd. | | | 286,955 | | | | 1,369,297 | |
Qantas Airways, Ltd. | | | 64,362 | | | | 155,193 | |
QBE Insurance Group, Ltd. | | | 217,482 | | | | 1,955,885 | |
Ramsay Health Care, Ltd. | | | 23,413 | | | | 1,157,914 | |
REA Group, Ltd. | | | 9,620 | | | | 384,723 | |
Santos, Ltd. | | | 314,465 | | | | 915,370 | |
Scentre Group REIT | | | 820,148 | | | | 2,755,552 | |
SEEK, Ltd. | | | 54,873 | | | | 591,235 | |
Sonic Healthcare, Ltd. | | | 67,055 | | | | 1,039,067 | |
South32, Ltd. | | | 836,284 | | | | 1,665,271 | |
Stockland REIT | | | 394,899 | | | | 1,309,634 | |
Suncorp Group, Ltd. | | | 206,556 | | | | 2,022,148 | |
Sydney Airport | | | 169,273 | | | | 734,198 | |
Tabcorp Holdings, Ltd. | | | 144,764 | | | | 504,201 | |
Tatts Group, Ltd. | | | 237,214 | | | | 769,514 | |
Telstra Corp., Ltd. | | | 668,058 | | | | 2,467,078 | |
TPG Telecom, Ltd. | | | 56,237 | | | | 277,719 | |
Transurban Group Stapled Security | | | 318,966 | | | | 2,383,541 | |
Treasury Wine Estates, Ltd. | | | 114,482 | | | | 885,334 | |
Vicinity Centres REIT | | | 511,437 | | | | 1,107,291 | |
Vocus Communications, Ltd. | | | 84,519 | | | | 236,845 | |
Wesfarmers, Ltd. | | | 179,788 | | | | 5,485,973 | |
Westfield Corp. | | | 302,874 | | | | 2,057,137 | |
Westpac Banking Corp. | | | 530,059 | | | | 12,512,390 | |
Woodside Petroleum, Ltd. | | | 117,026 | | | | 2,640,452 | |
Woolworths, Ltd. | | | 198,862 | | | | 3,470,302 | |
| | | | | | | | |
| | | | 144,569,936 | |
| | | | | | | | |
Austria – 0.2% | | | | | | | | |
ANDRITZ AG | | | 11,932 | | | | 600,255 | |
Erste Group Bank AG(a) | | | 49,398 | | | | 1,449,753 | |
OMV AG | | | 23,829 | | | | 843,485 | |
Raiffeisen Bank International AG (a) | | | 17,134 | | | | 314,093 | |
Voestalpine AG | | | 18,532 | | | | 728,893 | |
| | | | | | | | |
| | | | 3,936,479 | |
| | | | | | | | |
Belgium – 1.2% | | | | | | | | |
Ageas | | | 29,695 | | | | 1,177,975 | |
Anheuser-Busch InBev SA | | | 120,814 | | | | 12,812,942 | |
Colruyt SA | | | 11,037 | | | | 547,198 | |
Groupe Bruxelles Lambert SA | | | 12,499 | | | | 1,050,974 | |
KBC Group NV | | | 40,514 | | | | 2,513,932 | |
Proximus SADP | | | 23,118 | | | | 667,138 | |
Solvay SA | | | 12,191 | | | | 1,431,789 | |
Telenet Group Holding NV(a) | | | 9,109 | | | | 506,519 | |
UCB SA | | | 20,854 | | | | 1,339,762 | |
Umicore SA | | | 14,193 | | | | 810,629 | |
| | | | | | | | |
| | | | 22,858,858 | |
| | | | | | | | |
Chile – 0.0%(b) | | | | | | | | |
Antofagasta PLC | | | 67,870 | | | | 566,079 | |
| | | | | | | | |
China – 0.0%(b) | | | | | | | | |
Yangzijiang Shipbuilding Holdings, Ltd. | | | 386,100 | | | | 217,811 | |
| | | | | | | | |
Denmark – 1.6% | | | | | | | | |
AP Moeller – Maersk A/S Class A | | | 599 | | | | 906,629 | |
AP Moeller – Maersk A/S Class B | | | 1,034 | | | | 1,653,039 | |
Carlsberg A/S Class B | | | 16,892 | | | | 1,460,473 | |
Chr Hansen Holding A/S | | | 15,346 | | | | 851,376 | |
Coloplast A/S Class B | | | 17,552 | | | | 1,185,894 | |
Danske Bank A/S | | | 110,580 | | | | 3,359,964 | |
DONG Energy A/S(a)(c) | | | 14,003 | | | | 531,552 | |
DSV A/S | | | 29,051 | | | | 1,294,809 | |
Genmab A/S(a) | | | 9,005 | | | | 1,498,374 | |
ISS A/S | | | 25,755 | | | | 870,976 | |
Novo Nordisk A/S Class B | | | 303,361 | | | | 10,960,423 | |
Novozymes A/S Class B | | | 38,086 | | | | 1,315,537 | |
Pandora A/S | | | 18,007 | | | | 2,360,217 | |
TDC A/S(a) | | | 129,400 | | | | 665,581 | |
Tryg A/S | | | 20,264 | | | | 367,075 | |
Vestas Wind Systems A/S | | | 35,897 | | | | 2,337,273 | |
William Demant Holding A/S(a) | | | 21,003 | | | | 365,863 | |
| | | | | | | | |
| | | | 31,985,055 | |
| | | | | | | | |
See accompanying notes to financial statements.
3
State Street Master Funds
State Street International Developed Equity Index Portfolio
Schedule of Investments — (continued)
December 31, 2016
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – (continued) | |
Finland – 0.9% | | | | | | | | |
Elisa Oyj | | | 21,489 | | | $ | 701,045 | |
Fortum Oyj | | | 67,299 | | | | 1,034,231 | |
Kone Oyj Class B | | | 52,724 | | | | 2,367,345 | |
Metso Oyj | | | 17,839 | | | | 509,905 | |
Neste Oyj | | | 19,205 | | | | 739,361 | |
Nokia Oyj(d) | | | 75,703 | | | | 364,585 | |
Nokia Oyj(d) | | | 830,824 | | | | 4,020,518 | |
Nokian Renkaat Oyj | | | 16,736 | | | | 625,244 | |
Orion Oyj Class B | | | 16,157 | | | | 720,689 | |
Sampo Oyj Class A | | | 69,664 | | | | 3,129,432 | |
Stora Enso Oyj Class R | | | 83,346 | | | | 897,553 | |
UPM-Kymmene Oyj | | | 84,411 | | | | 2,078,019 | |
Wartsila Oyj Abp | | | 22,564 | | | | 1,015,757 | |
| | | | | | | | |
| | | | 18,203,684 | |
| | | | | | | | |
France – 9.7% | | | | | | | | |
Accor SA | | | 27,213 | | | | 1,016,944 | |
Aeroports de Paris | | | 5,090 | | | | 546,531 | |
Air Liquide SA | | | 61,911 | | | | 6,899,011 | |
Airbus Group SE | | | 92,389 | | | | 6,123,588 | |
Alstom SA(a) | | | 24,765 | | | | 683,714 | |
Arkema SA | | | 9,980 | | | | 978,324 | |
Atos SE | | | 14,054 | | | | 1,486,051 | |
AXA SA | | | 308,393 | | | | 7,801,781 | |
BNP Paribas SA | | | 168,001 | | | | 10,729,402 | |
Bollore SA(a)(d) | | | 677 | | | | 2,335 | |
Bollore SA(d) | | | 143,645 | | | | 507,557 | |
Bouygues SA | | | 30,676 | | | | 1,101,543 | |
Bureau Veritas SA | | | 41,281 | | | | 801,592 | |
Cap Gemini SA | | | 26,500 | | | | 2,240,263 | |
Carrefour SA | | | 92,508 | | | | 2,233,442 | |
Casino Guichard Perrachon SA | | | 9,801 | | | | 471,291 | |
Christian Dior SE | | | 8,581 | | | | 1,803,374 | |
Cie de Saint-Gobain | | | 80,079 | | | | 3,737,924 | |
Cie Generale des Etablissements Michelin | | | 28,388 | | | | 3,164,895 | |
CNP Assurances | | | 29,292 | | | | 543,765 | |
Credit Agricole SA | | | 183,070 | | | | 2,274,636 | |
Danone SA | | | 94,168 | | | | 5,979,286 | |
Dassault Aviation SA | | | 384 | | | | 429,973 | |
Dassault Systemes SE | | | 19,699 | | | | 1,504,085 | |
Edenred | | | 33,018 | | | | 655,943 | |
Eiffage SA | | | 9,128 | | | | 637,839 | |
Electricite de France SA | | | 43,962 | | | | 448,851 | |
Engie SA | | | 227,806 | | | | 2,912,174 | |
Essilor International SA | | | 31,970 | | | | 3,619,880 | |
Eurazeo SA | | | 7,199 | | | | 422,027 | |
Eutelsat Communications SA | | | 29,017 | | | | 562,992 | |
Fonciere Des Regions | | | 5,751 | | | | 503,103 | |
Gecina SA REIT | | | 6,372 | | | | 883,458 | |
Groupe Eurotunnel SE | | | 73,525 | | | | 700,591 | |
Hermes International | | | 4,053 | | | | 1,667,212 | |
ICADE | | | 6,016 | | | | 430,153 | |
Iliad SA | | | 4,163 | | | | 802,002 | |
Imerys SA | | | 6,262 | | | | 476,011 | |
Ingenico Group SA | | | 8,184 | | | | 654,915 | |
JCDecaux SA | | | 12,680 | | | | 373,542 | |
Kering | | | 12,276 | | | | 2,761,832 | |
Klepierre REIT | | | 33,888 | | | | 1,334,836 | |
L’Oreal SA | | | 40,089 | | | | 7,332,023 | |
Lagardere SCA | | | 20,176 | | | | 561,702 | |
Legrand SA | | | 43,167 | | | | 2,456,365 | |
LVMH Moet Hennessy Louis Vuitton SE | | | 44,376 | | | | 8,490,533 | |
Natixis SA | | | 151,944 | | | | 859,009 | |
Orange SA | | | 309,510 | | | | 4,712,387 | |
Pernod Ricard SA | | | 32,983 | | | | 3,581,509 | |
Peugeot SA(a) | | | 80,059 | | | | 1,308,432 | |
Publicis Groupe SA | | | 31,347 | | | | 2,167,296 | |
Remy Cointreau SA | | | 4,070 | | | | 347,805 | |
Renault SA | | | 31,118 | | | | 2,773,763 | |
Rexel SA | | | 48,002 | | | | 791,602 | |
Safran SA | | | 48,670 | | | | 3,512,319 | |
Sanofi | | | 183,618 | | | | 14,893,306 | |
Schneider Electric SE | | | 89,624 | | | | 6,249,439 | |
SCOR SE | | | 25,924 | | | | 897,682 | |
SEB SA | | | 3,738 | | | | 507,617 | |
SFR Group SA(a) | | | 18,549 | | | | 524,917 | |
Societe BIC SA | | | 4,605 | | | | 627,298 | |
Societe Generale SA | | | 122,362 | | | | 6,032,971 | |
Sodexo SA | | | 14,450 | | | | 1,664,332 | |
Suez Environment Co. | | | 51,360 | | | | 759,220 | |
Technip SA | | | 16,580 | | | | 1,185,845 | |
Thales SA | | | 15,925 | | | | 1,547,498 | |
TOTAL SA | | | 356,204 | | | | 18,304,404 | |
Unibail-Rodamco SE | | | 15,445 | | | | 3,693,897 | |
Valeo SA | | | 36,241 | | | | 2,087,478 | |
Veolia Environnement SA | | | 75,779 | | | | 1,292,834 | |
Vinci SA | | | 80,848 | | | | 5,517,255 | |
Vivendi SA | | | 160,329 | | | | 3,053,227 | |
Wendel SA | | | 4,850 | | | | 585,218 | |
Zodiac Aerospace | | | 32,358 | | | | 744,537 | |
| | | | | | | | |
| | | | 191,972,388 | |
| | | | | | | | |
Germany – 9.1% | | | | | |
adidas AG | | | 29,223 | | | | 4,628,067 | |
Allianz SE | | | 72,416 | | | | 11,991,781 | |
Axel Springer SE | | | 8,400 | | | | 408,707 | |
BASF SE | | | 145,444 | | | | 13,547,377 | |
Bayer AG | | | 130,939 | | | | 13,690,637 | |
Bayerische Motoren Werke AG | | | 52,867 | | | | 4,948,830 | |
Bayerische Motoren Werke AG Preference Shares | | | 8,795 | | | | 674,403 | |
Beiersdorf AG | | | 15,235 | | | | 1,295,171 | |
Brenntag AG | | | 25,724 | | | | 1,432,590 | |
Commerzbank AG | | | 177,217 | | | | 1,354,420 | |
Continental AG | | | 17,144 | | | | 3,321,780 | |
Covestro AG(c) | | | 11,551 | | | | 794,115 | |
Daimler AG | | | 152,624 | | | | 11,384,517 | |
Deutsche Bank AG(a) | | | 214,489 | | | | 3,902,507 | |
Deutsche Boerse AG(a) | | | 29,503 | | | | 2,412,912 | |
Deutsche Lufthansa AG | | | 40,148 | | | | 519,587 | |
Deutsche Post AG | | | 155,105 | | | | 5,109,952 | |
Deutsche Telekom AG | | | 519,977 | | | | 8,969,830 | |
Deutsche Wohnen AG | | | 53,784 | | | | 1,692,784 | |
E.ON SE | | | 316,155 | | | | 2,234,212 | |
Evonik Industries AG | | | 27,051 | | | | 809,739 | |
Fraport AG Frankfurt Airport Services Worldwide | | | 6,934 | | | | 410,807 | |
See accompanying notes to financial statements.
4
State Street Master Funds
State Street International Developed Equity Index Portfolio
Schedule of Investments — (continued)
December 31, 2016
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – (continued) | |
Germany – (continued) | | | | | | | | |
Fresenius Medical Care AG & Co. KGaA | | | 34,718 | | | $ | 2,945,983 | |
Fresenius SE & Co. KGaA | | | 65,420 | | | | 5,124,069 | |
Fuchs Petrolub SE Preference Shares | | | 11,891 | | | | 500,176 | |
GEA Group AG | | | 30,765 | | | | 1,240,540 | |
Hannover Rueck SE | | | 9,355 | | | | 1,014,347 | |
HeidelbergCement AG | | | 23,311 | | | | 2,179,170 | |
Henkel AG & Co. KGaA | | | 16,537 | | | | 1,726,449 | |
Henkel AG & Co. KGaA Preference Shares | | | 27,885 | | | | 3,330,875 | |
HOCHTIEF AG | | | 3,385 | | | | 475,032 | |
HUGO BOSS AG | | | 10,709 | | | | 656,597 | |
Infineon Technologies AG | | | 176,400 | | | | 3,071,816 | |
Innogy SE(a)(c) | | | 20,508 | | | | 714,033 | |
KS AG | | | 30,127 | | | | 721,008 | |
Lanxess AG | | | 14,473 | | | | 951,798 | |
Linde AG | | | 29,662 | | | | 4,883,744 | |
MAN SE | | | 5,739 | | | | 570,999 | |
Merck KGaA | | | 19,837 | | | | 2,074,523 | |
METRO AG | | | 26,815 | | | | 893,322 | |
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen | | | 25,768 | | | | 4,882,671 | |
OSRAM Licht AG | | | 13,010 | | | | 683,713 | |
Porsche Automobil Holding SE Preference Shares | | | 23,397 | | | | 1,276,839 | |
ProSiebenSat.1 Media SE | | | 34,882 | | | | 1,346,947 | |
RWE AG(a) | | | 74,602 | | | | 929,681 | |
SAP SE | | | 155,620 | | | | 13,592,449 | |
Schaeffler AG Preference Shares | | | 27,293 | | | | 404,605 | |
Siemens AG | | | 121,083 | | | | 14,916,795 | |
Symrise AG | | | 20,690 | | | | 1,262,011 | |
Telefonica Deutschland Holding AG | | | 123,988 | | | | 532,260 | |
ThyssenKrupp AG | | | 59,004 | | | | 1,408,988 | |
TUI AG | | | 83,995 | | | | 1,207,059 | |
United Internet AG | | | 19,109 | | | | 747,658 | |
Volkswagen AG | | | 5,155 | | | | 743,542 | |
Volkswagen AG Preference Shares | | | 28,837 | | | | 4,055,950 | |
Vonovia SE | | | 72,813 | | | | 2,373,489 | |
Zalando SE(a)(c) | | | 14,199 | | | | 543,493 | |
| | | | | | | | |
| | | | 179,517,356 | |
| | | | | | | | |
Hong Kong – 3.1% | | | | | | | | |
AIA Group, Ltd. | | | 1,912,000 | | | | 10,789,163 | |
ASM Pacific Technology, Ltd. | | | 41,900 | | | | 443,960 | |
Bank of East Asia, Ltd. | | | 181,383 | | | | 694,824 | |
BOC Hong Kong Holdings, Ltd. | | | 585,000 | | | | 2,093,826 | |
Cathay Pacific Airways, Ltd. | | | 209,000 | | | | 274,959 | |
Cheung Kong Infrastructure Holdings, Ltd. | | | 99,000 | | | | 787,847 | |
Cheung Kong Property Holdings, Ltd. | | | 419,679 | | | | 2,573,888 | |
CK Hutchison Holdings, Ltd. | | | 431,500 | | | | 4,892,057 | |
CLP Holdings, Ltd. | | | 256,500 | | | | 2,357,187 | |
First Pacific Co., Ltd. | | | 314,000 | | | | 219,508 | |
Galaxy Entertainment Group, Ltd. | | | 358,000 | | | | 1,560,708 | |
Hang Lung Group, Ltd. | | | 145,000 | | | | 504,956 | |
Hang Lung Properties, Ltd. | | | 354,000 | | | | 750,632 | |
Hang Seng Bank, Ltd. | | | 120,800 | | | | 2,248,304 | |
Henderson Land Development Co., Ltd. | | | 168,868 | | | | 898,448 | |
HK Electric Investments & HK Electric Investments, Ltd.(c) | | | 455,490 | | | | 375,994 | |
HKT Trust & HKT, Ltd. | | | 424,000 | | | | 519,531 | |
Hong Kong & China Gas Co., Ltd. | | | 1,206,000 | | | | 2,137,253 | |
Hong Kong Exchanges & Clearing, Ltd. | | | 179,309 | | | | 4,236,911 | |
Hongkong Land Holdings, Ltd. | | | 195,000 | | | | 1,234,350 | |
Hysan Development Co., Ltd. | | | 105,000 | | | | 434,049 | |
Jardine Matheson Holdings, Ltd. | | | 39,200 | | | | 2,165,800 | |
Kerry Properties, Ltd. | | | 118,000 | | | | 320,373 | |
Li & Fung, Ltd. | | | 766,000 | | | | 336,903 | |
Link REIT | | | 353,500 | | | | 2,297,956 | |
Melco Crown Entertainment, Ltd. ADR | | | 32,723 | | | | 520,296 | |
MTR Corp., Ltd. | | | 238,645 | | | | 1,160,421 | |
New World Development Co., Ltd. | | | 849,709 | | | | 898,682 | |
NWS Holdings, Ltd. | | | 267,962 | | | | 436,860 | |
PCCW, Ltd. | | | 748,000 | | | | 405,203 | |
Power Assets Holdings, Ltd. | | | 225,500 | | | | 1,987,956 | |
Sands China, Ltd. | | | 380,000 | | | | 1,651,716 | |
Shangri-La Asia, Ltd. | | | 162,000 | | | | 170,919 | |
Sino Land Co., Ltd. | | | 479,556 | | | | 718,732 | |
SJM Holdings, Ltd. | | | 256,000 | | | | 200,755 | |
Sun Hung Kai Properties, Ltd. | | | 226,000 | | | | 2,856,645 | |
Swire Pacific, Ltd. Class A | | | 84,500 | | | | 807,056 | |
Swire Properties, Ltd. | | | 193,600 | | | | 534,369 | |
Techtronic Industries Co., Ltd. | | | 206,500 | | | | 740,434 | |
WH Group, Ltd.(c) | | | 1,210,309 | | | | 978,781 | |
Wharf Holdings, Ltd. | | | 215,000 | | | | 1,429,516 | |
Wheelock & Co., Ltd. | | | 127,000 | | | | 715,006 | |
Yue Yuen Industrial Holdings, Ltd. | | | 111,000 | | | | 403,017 | |
| | | | | | | | |
| | | | 61,765,751 | |
| | | | | | | | |
Ireland – 0.7% | | | | | | | | |
Bank of Ireland(a) | | | 4,567,642 | | | | 1,127,347 | |
CRH PLC | | | 128,778 | | | | 4,476,231 | |
Experian PLC | | | 150,309 | | | | 2,923,378 | |
James Hardie Industries PLC | | | 75,134 | | | | 1,195,267 | |
Kerry Group PLC Class A | | | 25,143 | | | | 1,800,680 | |
Paddy Power Betfair PLC | | | 13,096 | | | | 1,402,020 | |
Ryanair Holdings PLC ADR(a) | | | 4,562 | | | | 379,832 | |
| | | | | | | | |
| | | | | | | 13,304,755 | |
| | | | | | | | |
Israel – 0.6% | | | | | | | | |
Azrieli Group, Ltd. | | | 7,782 | | | | 337,877 | |
Bank Hapoalim BM | | | 158,678 | | | | 944,568 | |
Bank Leumi Le-Israel BM(a) | | | 217,589 | | | | 896,668 | |
Bezeq The Israeli Telecommunication Corp., Ltd. | | | 319,597 | | | | 607,863 | |
See accompanying notes to financial statements.
5
State Street Master Funds
State Street International Developed Equity Index Portfolio
Schedule of Investments — (continued)
December 31, 2016
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – (continued) | |
Israel – (continued) | | | | | | | | |
Check Point Software Technologies, Ltd.(a) | | | 20,975 | | | $ | 1,771,549 | |
Elbit Systems, Ltd. | | | 3,969 | | | | 402,196 | |
Frutarom Industries, Ltd. | | | 6,562 | | | | 336,058 | |
Israel Chemicals, Ltd. | | | 90,984 | | | | 373,520 | |
Mizrahi Tefahot Bank, Ltd. | | | 25,993 | | | | 380,576 | |
Nice-Systems, Ltd. | | | 9,356 | | | | 638,376 | |
Teva Pharmaceutical Industries, Ltd. | | | 133,383 | | | | 4,793,075 | |
Teva Pharmaceutical Industries, Ltd. ADR | | | 12,263 | | | | 444,534 | |
| | | | | | | | |
| | | | 11,926,860 | |
| | | | | | | | |
Italy – 1.8% | | | | | | | | |
Assicurazioni Generali SpA | | | 180,730 | | | | 2,691,624 | |
Atlantia SpA | | | 66,085 | | | | 1,551,592 | |
Enel SpA | | | 1,188,713 | | | | 5,250,893 | |
Eni SpA | | | 405,087 | | | | 6,609,797 | |
Ferrari NV | | | 18,308 | | | | 1,067,863 | |
Intesa Sanpaolo SpA(d) | | | 1,979,759 | | | | 5,065,854 | |
Intesa Sanpaolo SpA(d) | | | 134,298 | | | | 316,448 | |
Leonardo-Finmeccanica SpA(a) | | | 61,820 | | | | 869,830 | |
Luxottica Group SpA | | | 27,127 | | | | 1,462,084 | |
Mediobanca SpA | | | 91,509 | | | | 748,506 | |
Poste Italiane SpA(c) | | | 85,106 | | | | 565,972 | |
Prysmian SpA | | | 30,924 | | | | 795,857 | |
Saipem SpA(a) | | | 1,096,115 | | | | 618,528 | |
Snam SpA | | | 392,219 | | | | 1,619,194 | |
Telecom Italia SpA/Milano(a)(d) | | | 1,631,737 | | | | 1,440,539 | |
Telecom Italia SpA/Milano(a)(d) | | | 963,350 | | | | 698,056 | |
Terna Rete Elettrica Nazionale SpA | | | 220,464 | | | | 1,011,990 | |
UniCredit SpA | | | 834,021 | | | | 2,405,055 | |
UnipolSai SpA | | | 194,056 | | | | 415,502 | |
| | | | | | | | |
| | | | 35,205,184 | |
| | | | | | | | |
Japan – 23.6% | | | | | | | | |
ABC-Mart, Inc. | | | 5,800 | | | | 329,198 | |
Acom Co., Ltd.(a) | | | 52,500 | | | | 230,012 | |
Aeon Co., Ltd. | | | 104,600 | | | | 1,485,125 | |
AEON Financial Service Co., Ltd. | | | 20,500 | | | | 365,058 | |
Aeon Mall Co., Ltd. | | | 16,200 | | | | 228,343 | |
Air Water, Inc. | | | 25,000 | | | | 452,266 | |
Aisin Seiki Co., Ltd. | | | 31,900 | | | | 1,386,659 | |
Ajinomoto Co., Inc. | | | 88,100 | | | | 1,778,089 | |
Alfresa Holdings Corp. | | | 29,300 | | | | 485,842 | |
Alps Electric Co., Ltd. | | | 28,500 | | | | 690,539 | |
Amada Holdings Co., Ltd. | | | 56,400 | | | | 631,046 | |
ANA Holdings, Inc. | | | 198,000 | | | | 534,406 | |
Aozora Bank, Ltd. | | | 185,000 | | | | 655,078 | |
Asahi Glass Co., Ltd. | | | 150,000 | | | | 1,023,706 | |
Asahi Group Holdings, Ltd. | | | 63,400 | | | | 2,005,796 | |
Asahi Kasei Corp. | | | 200,000 | | | | 1,748,189 | |
Asics Corp. | | | 27,100 | | | | 542,534 | |
Astellas Pharma, Inc. | | | 344,100 | | | | 4,789,697 | |
Bandai Namco Holdings, Inc. | | | 31,200 | | | | 862,691 | |
Bank of Kyoto, Ltd. | | | 41,000 | | | | 305,123 | |
Benesse Holdings, Inc. | | | 7,800 | | | | 215,338 | |
Bridgestone Corp. | | | 100,900 | | | | 3,645,498 | |
Brother Industries, Ltd. | | | 38,300 | | | | 692,543 | |
Calbee, Inc. | | | 15,100 | | | | 473,837 | |
Canon, Inc. | | | 170,600 | | | | 4,819,540 | |
Casio Computer Co., Ltd. | | | 37,900 | | | | 537,135 | |
Central Japan Railway Co. | | | 22,400 | | | | 3,693,162 | |
Chiba Bank, Ltd. | | | 110,000 | | | | 676,212 | |
Chubu Electric Power Co., Inc. | | | 106,700 | | | | 1,493,901 | |
Chugai Pharmaceutical Co., Ltd. | | | 32,900 | | | | 946,367 | |
Chugoku Bank, Ltd. | | | 30,400 | | | | 437,358 | |
Chugoku Electric Power Co., Inc. | | | 44,000 | | | | 517,203 | |
Concordia Financial Group, Ltd. | | | 175,700 | | | | 847,506 | |
Credit Saison Co., Ltd. | | | 21,200 | | | | 377,523 | |
CYBERDYNE, Inc.(a) | | | 22,800 | | | | 322,936 | |
Dai Nippon Printing Co., Ltd. | | | 85,000 | | | | 841,728 | |
Dai-ichi Life Holdings, Inc. | | | 166,200 | | | | 2,772,969 | |
Daicel Corp. | | | 39,700 | | | | 439,088 | |
Daiichi Sankyo Co., Ltd. | | | 93,300 | | | | 1,913,036 | |
Daikin Industries, Ltd. | | | 36,500 | | | | 3,359,433 | |
Daito Trust Construction Co., Ltd. | | | 11,200 | | | | 1,688,138 | |
Daiwa House Industry Co., Ltd. | | | 87,300 | | | | 2,392,170 | |
Daiwa House REIT Investment Corp. | | | 196 | | | | 496,743 | |
Daiwa Securities Group, Inc. | | | 262,000 | | | | 1,618,027 | |
DeNA Co., Ltd. | | | 17,400 | | | | 381,014 | |
Denso Corp. | | | 76,700 | | | | 3,329,465 | |
Dentsu, Inc. | | | 34,500 | | | | 1,626,870 | |
Don Quijote Holdings Co., Ltd. | | | 19,000 | | | | 704,548 | |
East Japan Railway Co. | | | 53,000 | | | | 4,589,531 | |
Eisai Co., Ltd. | | | 39,400 | | | | 2,266,002 | |
Electric Power Development Co., Ltd. | | | 23,900 | | | | 551,215 | |
FamilyMart UNY Holdings Co., Ltd. | | | 11,800 | | | | 787,105 | |
FANUC Corp. | | | 31,000 | | | | 5,266,558 | |
Fast Retailing Co., Ltd. | | | 8,600 | | | | 3,084,306 | |
Fuji Electric Co., Ltd. | | | 96,000 | | | | 498,787 | |
Fuji Heavy Industries, Ltd. | | | 95,500 | | | | 3,907,283 | |
FUJIFILM Holdings Corp. | | | 70,900 | | | | 2,695,945 | |
Fujitsu, Ltd. | | | 293,000 | | | | 1,631,616 | |
Fukuoka Financial Group, Inc. | | | 134,000 | | | | 596,270 | |
Hachijuni Bank, Ltd. | | | 56,700 | | | | 329,597 | |
Hakuhodo DY Holdings, Inc. | | | 27,200 | | | | 335,817 | |
Hamamatsu Photonics KK | | | 21,800 | | | | 574,742 | |
Hankyu Hanshin Holdings, Inc. | | | 40,400 | | | | 1,298,924 | |
Hikari Tsushin, Inc. | | | 3,900 | | | | 364,136 | |
Hino Motors, Ltd. | | | 34,000 | | | | 346,894 | |
Hirose Electric Co., Ltd. | | | 5,100 | | | | 633,592 | |
Hiroshima Bank, Ltd. | | | 90,000 | | | | 421,314 | |
Hisamitsu Pharmaceutical Co., Inc. | | | 10,400 | | | | 521,627 | |
Hitachi Chemical Co., Ltd. | | | 14,100 | | | | 353,361 | |
Hitachi Construction Machinery Co., Ltd. | | | 19,300 | | | | 418,813 | |
Hitachi High-Technologies Corp. | | | 11,800 | | | | 477,018 | |
Hitachi Metals, Ltd. | | | 28,800 | | | | 391,128 | |
Hitachi, Ltd. | | | 749,000 | | | | 4,058,542 | |
Hokuriku Electric Power Co. | | | 30,100 | | | | 338,072 | |
Honda Motor Co., Ltd. | | | 259,200 | | | | 7,589,214 | |
Hoshizaki Corp. | | | 7,900 | | | | 626,527 | |
Hoya Corp. | | | 61,200 | | | | 2,576,870 | |
See accompanying notes to financial statements.
6
State Street Master Funds
State Street International Developed Equity Index Portfolio
Schedule of Investments — (continued)
December 31, 2016
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – (continued) | |
Japan – (continued) | | | | | | | | |
Hulic Co., Ltd. | | | 50,000 | | | $ | 445,407 | |
Idemitsu Kosan Co., Ltd. | | | 11,800 | | | | 314,134 | |
IHI Corp.(a) | | | 235,000 | | | | 612,509 | |
Iida Group Holdings Co., Ltd. | | | 26,200 | | | | 498,010 | |
Inpex Corp. | | | 151,700 | | | | 1,523,048 | |
Isetan Mitsukoshi Holdings, Ltd. | | | 55,600 | | | | 600,643 | |
Isuzu Motors, Ltd. | | | 98,200 | | | | 1,246,917 | |
ITOCHU Corp. | | | 241,300 | | | | 3,210,851 | |
J Front Retailing Co., Ltd. | | | 40,200 | | | | 542,847 | |
Japan Airlines Co., Ltd. | | | 19,600 | | | | 573,876 | |
Japan Airport Terminal Co., Ltd. | | | 5,500 | | | | 199,233 | |
Japan Exchange Group, Inc. | | | 87,300 | | | | 1,249,976 | |
Japan Post Bank Co., Ltd. | | | 61,200 | | | | 736,174 | |
Japan Post Holdings Co., Ltd. | | | 67,000 | | | | 838,110 | |
Japan Prime Realty Investment Corp. | | | 138 | | | | 544,854 | |
Japan Real Estate Investment Corp. | | | 220 | | | | 1,201,526 | |
Japan Retail Fund Investment Corp. REIT | | | 380 | | | | 770,849 | |
Japan Tobacco, Inc. | | | 175,500 | | | | 5,784,044 | |
JFE Holdings, Inc. | | | 87,100 | | | | 1,329,258 | |
JGC Corp. | | | 34,100 | | | | 620,983 | |
JSR Corp. | | | 33,300 | | | | 526,188 | |
JTEKT Corp. | | | 38,300 | | | | 614,061 | |
JX Holdings, Inc. | | | 352,100 | | | | 1,493,410 | |
Kajima Corp. | | | 139,000 | | | | 964,127 | |
Kakaku.com, Inc. | | | 18,200 | | | | 301,786 | |
Kamigumi Co., Ltd. | | | 40,000 | | | | 382,047 | |
Kaneka Corp. | | | 49,000 | | | | 399,949 | |
Kansai Electric Power Co., Inc.(a) | | | 104,800 | | | | 1,148,321 | |
Kansai Paint Co., Ltd. | | | 33,200 | | | | 612,849 | |
Kao Corp. | | | 80,900 | | | | 3,843,331 | |
Kawasaki Heavy Industries, Ltd. | | | 218,000 | | | | 685,952 | |
KDDI Corp. | | | 291,700 | | | | 7,401,605 | |
Keihan Holdings Co., Ltd. | | | 84,000 | | | | 553,110 | |
Keikyu Corp. | | | 73,000 | | | | 848,073 | |
Keio Corp. | | | 88,000 | | | | 725,065 | |
Keisei Electric Railway Co., Ltd. | | | 23,000 | | | | 559,446 | |
Keyence Corp. | | | 7,800 | | | | 5,363,399 | |
Kikkoman Corp. | | | 23,000 | | | | 737,514 | |
Kintetsu Group Holdings Co., Ltd. | | | 267,000 | | | | 1,020,980 | |
Kirin Holdings Co., Ltd. | | | 127,000 | | | | 2,070,481 | |
Kobe Steel, Ltd.(a) | | | 53,600 | | | | 513,321 | |
Koito Manufacturing Co., Ltd. | | | 17,300 | | | | 918,138 | |
Komatsu, Ltd. | | | 143,600 | | | | 3,259,579 | |
Konami Holdings Corp. | | | 15,400 | | | | 623,209 | |
Konica Minolta, Inc. | | | 73,400 | | | | 730,633 | |
Kose Corp. | | | 5,500 | | | | 457,881 | |
Kubota Corp. | | | 171,800 | | | | 2,457,653 | |
Kuraray Co., Ltd. | | | 56,000 | | | | 843,109 | |
Kurita Water Industries, Ltd. | | | 17,800 | | | | 392,825 | |
Kyocera Corp. | | | 49,500 | | | | 2,466,618 | |
Kyowa Hakko Kirin Co., Ltd. | | | 40,300 | | | | 558,364 | |
Kyushu Electric Power Co., Inc. | | | 69,300 | | | | 753,396 | |
Kyushu Financial Group, Inc. | | | 61,500 | | | | 418,138 | |
Lawson, Inc. | | | 10,300 | | | | 725,023 | |
LINE Corp.(a) | | | 8,000 | | | | 275,046 | |
Lion Corp. | | | 39,000 | | | | 642,003 | |
LIXIL Group Corp. | | | 42,100 | | | | 957,975 | |
M3, Inc. | | | 29,000 | | | | 732,242 | |
Mabuchi Motor Co., Ltd. | | | 6,500 | | | | 339,949 | |
Makita Corp. | | | 18,800 | | | | 1,262,091 | |
Marubeni Corp. | | | 264,100 | | | | 1,500,797 | |
Marui Group Co., Ltd. | | | 28,700 | | | | 420,036 | |
Maruichi Steel Tube, Ltd. | | | 10,400 | | | | 339,281 | |
Mazda Motor Corp. | | | 91,100 | | | | 1,493,404 | |
McDonald’s Holdings Co., Japan, Ltd. | | | 8,000 | | | | 209,886 | |
Mebuki Financial Group, Inc. | | | 137,900 | | | | 511,945 | |
Medipal Holdings Corp. | | | 28,900 | | | | 456,661 | |
MEIJI Holdings Co., Ltd. | | | 18,100 | | | | 1,421,494 | |
Minebea Co., Ltd. | | | 57,600 | | | | 541,258 | |
Miraca Holdings, Inc. | | | 9,700 | | | | 436,619 | |
MISUMI Group, Inc. | | | 44,200 | | | | 729,119 | |
Mitsubishi Chemical Holdings Corp. | | | 206,600 | | | | 1,342,674 | |
Mitsubishi Corp. | | | 235,300 | | | | 5,023,338 | |
Mitsubishi Electric Corp. | | | 309,700 | | | | 4,326,799 | |
Mitsubishi Estate Co., Ltd. | | | 194,000 | | | | 3,871,351 | |
Mitsubishi Gas Chemical Co., Inc. | | | 30,000 | | | | 513,139 | |
Mitsubishi Heavy Industries, Ltd. | | | 499,000 | | | | 2,278,625 | |
Mitsubishi Logistics Corp. | | | 15,000 | | | | 212,586 | |
Mitsubishi Materials Corp. | | | 16,800 | | | | 517,100 | |
Mitsubishi Motors Corp. | | | 116,800 | | | | 666,942 | |
Mitsubishi Tanabe Pharma Corp. | | | 36,200 | | | | 711,678 | |
Mitsubishi UFJ Financial Group, Inc. | | | 2,019,700 | | | | 12,471,282 | |
Mitsubishi UFJ Lease & Finance Co., Ltd. | | | 81,700 | | | | 423,087 | |
Mitsui & Co., Ltd. | | | 265,100 | | | | 3,652,555 | |
Mitsui Chemicals, Inc. | | | 141,000 | | | | 634,672 | |
Mitsui Fudosan Co., Ltd. | | | 140,000 | | | | 3,246,881 | |
Mitsui OSK Lines, Ltd. | | | 202,000 | | | | 561,135 | |
Mixi, Inc. | | | 5,600 | | | | 205,016 | |
Mizuho Financial Group, Inc. | | | 3,838,000 | | | | 6,903,694 | |
MS&AD Insurance Group Holdings, Inc. | | | 78,200 | | | | 2,429,775 | |
Murata Manufacturing Co., Ltd. | | | 29,700 | | | | 3,985,125 | |
Nabtesco Corp. | | | 18,700 | | | | 435,935 | |
Nagoya Railroad Co., Ltd. | | | 146,000 | | | | 707,249 | |
NEC Corp. | | | 385,000 | | | | 1,023,278 | |
Nexon Co., Ltd. | | | 29,000 | | | | 421,194 | |
NGK Insulators, Ltd. | | | 39,100 | | | | 759,975 | |
NGK Spark Plug Co., Ltd. | | | 29,600 | | | | 659,329 | |
NH Foods, Ltd. | | | 27,000 | | | | 730,355 | |
Nidec Corp. | | | 37,100 | | | | 3,207,901 | |
Nikon Corp. | | | 51,400 | | | | 800,736 | |
Nintendo Co., Ltd. | | | 18,200 | | | | 3,829,279 | |
Nippon Building Fund, Inc. | | | 236 | | | | 1,309,144 | |
Nippon Electric Glass Co., Ltd. | | | 76,000 | | | | 411,815 | |
Nippon Express Co., Ltd. | | | 134,000 | | | | 722,648 | |
Nippon Paint Holdings Co., Ltd. | | | 25,500 | | | | 696,339 | |
Nippon Prologis, Inc. REIT | | | 256 | | | | 524,357 | |
Nippon Steel & Sumitomo Metal Corp. | | | 130,500 | | | | 2,916,907 | |
Nippon Telegraph & Telephone Corp. | | | 110,700 | | | | 4,662,052 | |
See accompanying notes to financial statements.
7
State Street Master Funds
State Street International Developed Equity Index Portfolio
Schedule of Investments — (continued)
December 31, 2016
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – (continued) | |
Japan – (continued) | | | | | | | | |
Nippon Yusen KK | | | 268,000 | | | $ | 498,615 | |
Nissan Chemical Industries, Ltd. | | | 20,000 | | | | 669,610 | |
Nissan Motor Co., Ltd. | | | 384,000 | | | | 3,870,125 | |
Nisshin Seifun Group, Inc. | | | 33,100 | | | | 497,770 | |
Nissin Foods Holdings Co., Ltd. | | | 9,400 | | | | 494,843 | |
Nitori Holdings Co., Ltd. | | | 13,300 | | | | 1,523,454 | |
Nitto Denko Corp. | | | 26,100 | | | | 2,007,038 | |
NOK Corp. | | | 13,100 | | | | 265,740 | |
Nomura Holdings, Inc. | | | 584,100 | | | | 3,450,965 | |
Nomura Real Estate Holdings, Inc. | | | 22,600 | | | | 385,209 | |
Nomura Real Estate Master Fund, Inc. | | | 666 | | | | 1,009,549 | |
Nomura Research Institute, Ltd. | | | 21,890 | | | | 668,139 | |
NSK, Ltd. | | | 70,500 | | | | 818,425 | |
NTT Data Corp. | | | 19,500 | | | | 944,614 | |
NTT DOCOMO, Inc. | | | 221,400 | | | | 5,054,985 | |
Obayashi Corp. | | | 96,800 | | | | 927,042 | |
Obic Co., Ltd. | | | 10,900 | | | | 477,550 | |
Odakyu Electric Railway Co., Ltd. | | | 45,500 | | | | 902,315 | |
Oji Holdings Corp. | | | 133,000 | | | | 542,787 | |
Olympus Corp. | | | 45,800 | | | | 1,586,419 | |
Omron Corp. | | | 28,500 | | | | 1,095,919 | |
Ono Pharmaceutical Co., Ltd. | | | 65,000 | | | | 1,424,165 | |
Oracle Corp. Japan | | | 4,900 | | | | 247,447 | |
Oriental Land Co., Ltd. | | | 34,500 | | | | 1,954,019 | |
ORIX Corp. | | | 206,000 | | | | 3,221,537 | |
Osaka Gas Co., Ltd. | | | 311,000 | | | | 1,198,831 | |
Otsuka Corp. | | | 9,100 | | | | 425,996 | |
Otsuka Holdings Co., Ltd. | | | 63,300 | | | | 2,764,067 | |
Panasonic Corp. | | | 343,800 | | | | 3,506,238 | |
Park24 Co., Ltd. | | | 18,200 | | | | 494,654 | |
Pola Orbis Holdings, Inc. | | | 4,200 | | | | 347,494 | |
Rakuten, Inc.(a) | | | 146,700 | | | | 1,440,776 | |
Recruit Holdings Co., Ltd. | | | 59,800 | | | | 2,404,613 | |
Resona Holdings, Inc. | | | 347,200 | | | | 1,784,596 | |
Ricoh Co., Ltd. | | | 103,900 | | | | 880,123 | |
Rinnai Corp. | | | 5,600 | | | | 452,763 | |
Rohm Co., Ltd. | | | 14,800 | | | | 853,980 | |
Ryohin Keikaku Co., Ltd. | | | 3,800 | | | | 746,414 | |
Sankyo Co., Ltd. | | | 5,100 | | | | 165,066 | |
Santen Pharmaceutical Co., Ltd. | | | 58,800 | | | | 720,916 | |
SBI Holdings, Inc. | | | 38,100 | | | | 485,744 | |
Secom Co., Ltd. | | | 34,100 | | | | 2,499,137 | |
Sega Sammy Holdings, Inc. | | | 32,200 | | | | 480,094 | |
Seibu Holdings, Inc. | | | 28,800 | | | | 517,553 | |
Seiko Epson Corp. | | | 43,000 | | | | 912,462 | |
Sekisui Chemical Co., Ltd. | | | 63,900 | | | | 1,021,217 | |
Sekisui House, Ltd. | | | 95,000 | | | | 1,584,623 | |
Seven & i Holdings Co., Ltd. | | | 120,600 | | | | 4,604,379 | |
Seven Bank, Ltd. | | | 69,300 | | | | 199,044 | |
Sharp Corp.(a) | | | 221,000 | | | | 511,596 | |
Shimadzu Corp. | | | 37,000 | | | | 590,680 | |
Shimamura Co., Ltd. | | | 3,700 | | | | 462,837 | |
Shimano, Inc. | | | 11,700 | | | | 1,839,739 | |
Shimizu Corp. | | | 89,000 | | | | 815,716 | |
Shin-Etsu Chemical Co., Ltd. | | | 62,200 | | | | 4,835,319 | |
Shinsei Bank, Ltd. | | | 309,000 | | | | 519,261 | |
Shionogi & Co., Ltd. | | | 46,100 | | | | 2,213,006 | |
Shiseido Co., Ltd. | | | 59,900 | | | | 1,519,391 | |
Shizuoka Bank, Ltd. | | | 86,000 | | | | 724,071 | |
Showa Shell Sekiyu KK | | | 34,700 | | | | 323,393 | |
SMC Corp. | | | 9,300 | | | | 2,225,031 | |
SoftBank Group Corp. | | | 152,400 | | | | 10,146,063 | |
Sohgo Security Services Co., Ltd. | | | 11,200 | | | | 431,637 | |
Sompo Holdings, Inc. | | | 56,000 | | | | 1,901,316 | |
Sony Corp. | | | 201,500 | | | | 5,657,929 | |
Sony Financial Holdings, Inc. | | | 22,800 | | | | 356,558 | |
Stanley Electric Co., Ltd. | | | 23,600 | | | | 646,478 | |
Start Today Co., Ltd. | | | 30,300 | | | | 524,506 | |
Sumitomo Chemical Co., Ltd. | | | 242,000 | | | | 1,153,616 | |
Sumitomo Corp. | | | 183,700 | | | | 2,166,411 | |
Sumitomo Dainippon Pharma Co., Ltd. | | | 26,900 | | | | 463,574 | |
Sumitomo Electric Industries, Ltd. | | | 118,600 | | | | 1,714,913 | |
Sumitomo Heavy Industries, Ltd. | | | 94,000 | | | | 606,868 | |
Sumitomo Metal Mining Co., Ltd. | | | 73,000 | | | | 943,207 | |
Sumitomo Mitsui Financial Group, Inc. | | | 213,400 | | | | 8,160,192 | |
Sumitomo Mitsui Trust Holdings, Inc. | | | 52,400 | | | | 1,879,275 | |
Sumitomo Realty & Development Co., Ltd. | | | 57,000 | | | | 1,517,915 | |
Sumitomo Rubber Industries, Ltd. | | | 29,600 | | | | 471,022 | |
Sundrug Co., Ltd. | | | 6,200 | | | | 430,042 | |
Suntory Beverage & Food, Ltd. | | | 20,800 | | | | 865,812 | |
Suruga Bank, Ltd. | | | 26,800 | | | | 599,487 | |
Suzuken Co., Ltd. | | | 13,600 | | | | 445,424 | |
Suzuki Motor Corp. | | | 52,300 | | | | 1,844,748 | |
Sysmex Corp. | | | 24,600 | | | | 1,427,890 | |
T&D Holdings, Inc. | | | 89,500 | | | | 1,185,941 | |
Taiheiyo Cement Corp. | | | 200,000 | | | | 634,458 | |
Taisei Corp. | | | 177,000 | | | | 1,241,360 | |
Taisho Pharmaceutical Holdings Co., Ltd. | | | 5,900 | | | | 490,676 | |
Taiyo Nippon Sanso Corp. | | | 23,300 | | | | 270,487 | |
Takashimaya Co., Ltd. | | | 53,000 | | | | 438,050 | |
Takeda Pharmaceutical Co., Ltd. | | | 113,900 | | | | 4,721,623 | |
TDK Corp. | | | 20,500 | | | | 1,413,126 | |
Teijin, Ltd. | | | 31,200 | | | | 633,710 | |
Terumo Corp. | | | 53,000 | | | | 1,960,775 | |
THK Co., Ltd. | | | 21,300 | | | | 472,258 | |
Tobu Railway Co., Ltd. | | | 153,000 | | | | 760,835 | |
Toho Co., Ltd. | | | 18,800 | | | | 532,722 | |
Toho Gas Co., Ltd. | | | 63,000 | | | | 513,679 | |
Tohoku Electric Power Co., Inc. | | | 67,900 | | | | 859,847 | |
Tokio Marine Holdings, Inc. | | | 109,100 | | | | 4,486,163 | |
Tokyo Electric Power Co. Holdings, Inc.(a) | | | 218,600 | | | | 884,633 | |
Tokyo Electron, Ltd. | | | 24,200 | | | | 2,291,671 | |
Tokyo Gas Co., Ltd. | | | 296,000 | | | | 1,342,259 | |
Tokyo Tatemono Co., Ltd. | | | 36,300 | | | | 486,448 | |
Tokyu Corp. | | | 177,000 | | | | 1,303,580 | |
Tokyu Fudosan Holdings Corp. | | | 90,400 | | | | 534,797 | |
TonenGeneral Sekiyu KK | | | 50,000 | | | | 528,143 | |
Toppan Printing Co., Ltd. | | | 80,000 | | | | 765,465 | |
Toray Industries, Inc. | | | 227,000 | | | | 1,841,535 | |
Toshiba Corp.(a) | | | 653,000 | | | | 1,584,981 | |
TOTO, Ltd. | | | 22,500 | | | | 892,206 | |
See accompanying notes to financial statements.
8
State Street Master Funds
State Street International Developed Equity Index Portfolio
Schedule of Investments — (continued)
December 31, 2016
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – (continued) | |
Japan – (continued) | | | | | | | | |
Toyo Seikan Group Holdings, Ltd. | | | 28,500 | | | $ | 533,176 | |
Toyo Suisan Kaisha, Ltd. | | | 14,500 | | | | 526,493 | |
Toyoda Gosei Co., Ltd. | | | 9,700 | | | | 227,374 | |
Toyota Industries Corp. | | | 27,200 | | | | 1,298,958 | |
Toyota Motor Corp. | | | 421,700 | | | | 24,867,772 | |
Toyota Tsusho Corp. | | | 32,200 | | | | 840,648 | |
Trend Micro, Inc.(a) | | | 18,100 | | | | 644,794 | |
Tsuruha Holdings, Inc. | | | 5,700 | | | | 542,462 | |
Unicharm Corp. | | | 64,800 | | | | 1,420,894 | |
United Urban Investment Corp. | | | 461 | | | | 703,150 | |
USS Co., Ltd. | | | 36,100 | | | | 576,312 | |
West Japan Railway Co. | | | 25,900 | | | | 1,592,838 | |
Yahoo! Japan Corp. | | | 212,100 | | | | 816,504 | |
Yakult Honsha Co., Ltd. | | | 14,300 | | | | 664,518 | |
Yamada Denki Co., Ltd. | | | 100,200 | | | | 541,227 | |
Yamaguchi Financial Group, Inc. | | | 27,000 | | | | 294,689 | |
Yamaha Corp. | | | 25,200 | | | | 771,329 | |
Yamaha Motor Co., Ltd. | | | 43,800 | | | | 966,616 | |
Yamato Holdings Co., Ltd. | | | 52,600 | | | | 1,071,753 | |
Yamazaki Baking Co., Ltd. | | | 22,000 | | | | 425,910 | |
Yaskawa Electric Corp. | | | 44,800 | | | | 698,302 | |
Yokogawa Electric Corp. | | | 38,300 | | | | 555,939 | |
Yokohama Rubber Co., Ltd. | | | 20,700 | | | | 371,991 | |
| | | | | | | | |
| | | | 467,587,135 | |
| | | | | | | | |
Jordan – 0.0%(b) | | | | | | | | |
Hikma Pharmaceuticals PLC | | | 23,594 | | | | 551,884 | |
| | | | | | | | |
Luxembourg – 0.3% | | | | | | | | |
ArcelorMittal(a) | | | 281,900 | | | | 2,086,095 | |
Eurofins Scientific SE | | | 1,766 | | | | 754,389 | |
Millicom International Cellular SA SDR | | | 10,834 | | | | 464,267 | |
RTL Group SA(a) | | | 6,365 | | | | 468,131 | |
SES SA | | | 60,931 | | | | 1,344,786 | |
Tenaris SA | | | 72,792 | | | | 1,302,912 | |
| | | | | | | | |
| | | | 6,420,580 | |
| | | | | | | | |
Macau – 0.0%(b) | | | | | | | | |
MGM China Holdings, Ltd. | | | 169,200 | | | | 350,920 | |
Wynn Macau, Ltd. | | | 272,400 | | | | 433,555 | |
| | | | | | | | |
| | | | 784,475 | |
| | | | | | | | |
MEXICO – 0.0%(b) | | | | | | | | |
Fresnillo PLC | | | 35,255 | | | | 531,902 | |
| | | | | | | | |
Netherlands – 4.4% | | | | | | | | |
ABN AMRO Group NV(c) | | | 45,150 | | | | 1,002,442 | |
Aegon NV | | | 288,008 | | | | 1,588,143 | |
AerCap Holdings NV(a) | | | 26,299 | | | | 1,094,301 | |
Akzo Nobel NV | | | 40,224 | | | | 2,519,696 | |
Altice NV Class A(a) | | | 57,665 | | | | 1,145,281 | |
Altice NV Class B(a) | | | 21,103 | | | | 421,351 | |
ASML Holding NV | | | 58,686 | | | | 6,601,534 | |
Boskalis Westminster | | | 14,615 | | | | 508,547 | |
EXOR NV | | | 16,949 | | | | 732,598 | |
Gemalto NV | | | 12,582 | | | | 728,836 | |
Heineken Holding NV | | | 16,975 | | | | 1,184,196 | |
Heineken NV | | | 36,024 | | | | 2,707,617 | |
ING Groep NV | | | 615,932 | | | | 8,685,877 | |
Koninklijke Ahold Delhaize NV | | | 198,952 | | | | 4,203,188 | |
Koninklijke DSM NV | | | 28,803 | | | | 1,730,443 | |
Koninklijke KPN NV | | | 538,480 | | | | 1,598,244 | |
Koninklijke Philips NV | | | 147,213 | | | | 4,502,914 | |
Koninklijke Vopak NV | | | 12,737 | | | | 602,867 | |
NN Group NV | | | 51,944 | | | | 1,763,898 | |
NXP Semiconductors NV(a) | | | 47,089 | | | | 4,615,193 | |
Randstad Holding NV | | | 20,126 | | | | 1,093,874 | |
Royal Dutch Shell PLC Class A | | | 683,864 | | | | 18,949,488 | |
Royal Dutch Shell PLC Class B | | | 592,336 | | | | 17,229,389 | |
Wolters Kluwer NV | | | 48,012 | | | | 1,743,051 | |
| | | | | | | | |
| | | | 86,952,968 | |
| | | | | | | | |
New Zealand – 0.2% | | | | | | | | |
Auckland International Airport, Ltd. | | | 146,479 | | | | 638,374 | |
Contact Energy, Ltd. | | | 116,874 | | | | 379,772 | |
Fletcher Building, Ltd. | | | 106,395 | | | | 786,406 | |
Mercury NZ, Ltd. | | | 76,048 | | | | 156,964 | |
Meridian Energy, Ltd. | | | 192,725 | | | | 349,407 | |
Ryman Healthcare, Ltd. | | | 46,924 | | | | 265,360 | |
Spark New Zealand, Ltd. | | | 282,139 | | | | 670,868 | |
| | | | | | | | |
| | | | 3,247,151 | |
| | | | | | | | |
Norway – 0.7% | | | | | | | | |
DNB ASA | | | 158,107 | | | | 2,358,463 | |
Gjensidige Forsikring ASA | | | 32,985 | | | | 524,989 | |
Marine Harvest ASA(a) | | | 59,901 | | | | 1,083,516 | |
Norsk Hydro ASA | | | 200,287 | | | | 960,983 | |
Orkla ASA | | | 135,099 | | | | 1,227,359 | |
Schibsted ASA Class A | | | 13,202 | | | | 303,834 | |
Schibsted ASA Class B | | | 15,363 | | | | 326,618 | |
Statoil ASA | | | 176,464 | | | | 3,247,313 | |
Telenor ASA | | | 122,399 | | | | 1,834,343 | |
Yara International ASA | | | 26,541 | | | | 1,048,357 | |
| | | | | | | | |
| | | | 12,915,775 | |
| | | | | | | | |
Portugal – 0.2% | | | | | | | | |
EDP – Energias de Portugal SA | | | 384,520 | | | | 1,173,726 | |
Galp Energia SGPS SA | | | 79,888 | | | | 1,195,676 | |
Jeronimo Martins SGPS SA | | | 36,591 | | | | 568,881 | |
| | | | | | | | |
| | | | 2,938,283 | |
| | | | | | | | |
Singapore – 1.2% | | | | | | | | |
Ascendas REIT | | | 402,050 | | | | 631,725 | |
CapitaLand Commercial Trust | | | 343,000 | | | | 351,381 | |
CapitaLand Mall Trust REIT | | | 390,000 | | | | 508,860 | |
CapitaLand, Ltd. | | | 392,000 | | | | 819,437 | |
City Developments, Ltd. | | | 72,400 | | | | 414,946 | |
ComfortDelGro Corp., Ltd. | | | 335,000 | | | | 572,749 | |
DBS Group Holdings, Ltd. | | | 277,472 | | | | 3,330,355 | |
Genting Singapore PLC | | | 953,000 | | | | 596,985 | |
Global Logistic Properties, Ltd. | | | 415,000 | | | | 631,965 | |
Golden Agri-Resources, Ltd. | | | 1,326,600 | | | | 394,849 | |
Hutchison Port Holdings Trust | | | 935,800 | | | | 407,073 | |
Jardine Cycle & Carriage, Ltd. | | | 17,233 | | | | 491,809 | |
Keppel Corp., Ltd. | | | 223,000 | | | | 893,729 | |
Oversea-Chinese Banking Corp., Ltd. | | | 505,726 | | | | 3,122,500 | |
SATS, Ltd. | | | 114,700 | | | | 385,059 | |
Sembcorp Industries, Ltd. | | | 177,900 | | | | 350,948 | |
Singapore Airlines, Ltd. | | | 91,100 | | | | 609,772 | |
Singapore Exchange, Ltd. | | | 123,000 | | | | 609,594 | |
See accompanying notes to financial statements.
9
State Street Master Funds
State Street International Developed Equity Index Portfolio
Schedule of Investments — (continued)
December 31, 2016
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – (continued) | |
Singapore – (continued) | | | | | | | | |
Singapore Press Holdings, Ltd. | | | 244,000 | | | $ | 596,193 | |
Singapore Technologies Engineering, Ltd. | | | 247,000 | | | | 552,232 | |
Singapore Telecommunications, Ltd. | | | 1,281,000 | | | | 3,236,416 | |
StarHub, Ltd. | | | 120,500 | | | | 234,377 | |
Suntec Real Estate Investment Trust | | | 417,500 | | | | 476,829 | |
United Overseas Bank, Ltd. | | | 199,660 | | | | 2,819,315 | |
UOL Group, Ltd. | | | 87,800 | | | | 364,035 | |
Wilmar International, Ltd. | | | 294,000 | | | | 730,574 | |
| | | | | | | | |
| | | | 24,133,707 | |
| | | | | | | | |
South Africa – 0.1% | | | | | | | | |
Investec PLC | | | 100,975 | | | | 668,766 | |
Mediclinic International PLC | | | 60,148 | | | | 573,021 | |
Mondi PLC | | | 61,712 | | | | 1,270,398 | |
| | | | | | | | |
| | | | 2,512,185 | |
| | | | | | | | |
Spain – 3.0% | | | | | | | | |
Abertis Infraestructuras SA | | | 101,501 | | | | 1,423,339 | |
ACS Actividades de Construccion y Servicios SA | | | 31,096 | | | | 984,611 | |
Aena SA(c) | | | 10,618 | | | | 1,451,994 | |
Amadeus IT Group SA Class A | | | 70,531 | | | | 3,211,527 | |
Banco Bilbao Vizcaya Argentaria SA | | | 1,046,790 | | | | 7,081,708 | |
Banco de Sabadell SA | | | 783,804 | | | | 1,093,747 | |
Banco Popular Espanol SA | | | 512,183 | | | | 495,927 | |
Banco Santander SA | | | 2,315,420 | | | | 12,110,816 | |
Bankia SA | | | 751,511 | | | | 769,669 | |
Bankinter SA | | | 107,017 | | | | 830,769 | |
CaixaBank SA | | | 517,295 | | | | 1,713,237 | |
Distribuidora Internacional de Alimentacion SA | | | 91,007 | | | | 447,792 | |
Enagas SA | | | 34,959 | | | | 889,561 | |
Endesa SA | | | 49,055 | | | | 1,041,283 | |
Ferrovial SA | | | 80,948 | | | | 1,451,031 | |
Gas Natural SDG SA | | | 56,324 | | | | 1,063,993 | |
Grifols SA | | | 46,071 | | | | 917,443 | |
Iberdrola SA | | | 862,452 | | | | 5,670,890 | |
Industria de Diseno Textil SA | | | 173,871 | | | | 5,947,352 | |
Mapfre SA | | | 157,588 | | | | 482,026 | |
Red Electrica Corp. SA | | | 68,565 | | | | 1,296,317 | |
Repsol SA | | | 169,655 | | | | 2,401,423 | |
Telefonica SA | | | 741,186 | | | | 6,895,175 | |
Zardoya Otis SA | | | 36,394 | | | | 308,244 | |
| | | | | | | | |
| | | | 59,979,874 | |
| | | | | | | | |
Sweden – 2.8% | | | | | | | | |
Alfa Laval AB | | | 44,577 | | | | 739,957 | |
Assa Abloy AB Class B | | | 157,355 | | | | 2,928,993 | |
Atlas Copco AB Class A | | | 105,295 | | | | 3,216,362 | |
Atlas Copco AB Class B | | | 64,266 | | | | 1,758,639 | |
Boliden AB | | | 42,485 | | | | 1,112,562 | |
Electrolux AB Series B | | | 37,284 | | | | 928,755 | |
Getinge AB Class B | | | 32,302 | | | | 519,486 | |
Hennes & Mauritz AB Class B | | | 152,272 | | | | 4,247,377 | |
Hexagon AB Class B | | | 42,874 | | | | 1,536,170 | |
Husqvarna AB Class B | | | 62,660 | | | | 488,680 | |
ICA Gruppen AB | | | 13,522 | | | | 413,641 | |
Industrivarden AB Class C | | | 27,746 | | | | 518,600 | |
Investor AB Class B | | | 73,785 | | | | 2,765,536 | |
Kinnevik AB Class B | | | 36,626 | | | | 880,111 | |
L E Lundbergforetagen AB Class B | | | 6,443 | | | | 396,101 | |
Lundin Petroleum AB(a) | | | 30,763 | | | | 670,822 | |
Nordea Bank AB | | | 485,186 | | | | 5,410,182 | |
Sandvik AB | | | 174,167 | | | | 2,160,648 | |
Securitas AB Class B | | | 46,973 | | | | 741,467 | |
Skandinaviska Enskilda Banken AB Class A | | | 239,582 | | | | 2,519,875 | |
Skanska AB Class B | | | 52,118 | | | | 1,234,020 | |
SKF AB Class B | | | 66,891 | | | | 1,234,059 | |
Svenska Cellulosa AB SCA Class B | | | 98,553 | | | | 2,791,283 | |
Svenska Handelsbanken AB Class A | | | 245,174 | | | | 3,416,664 | |
Swedbank AB Class A | | | 141,931 | | | | 3,441,802 | |
Swedish Match AB | | | 30,182 | | | | 962,810 | |
Tele2 AB Class B | | | 66,816 | | | | 537,273 | |
Telefonaktiebolaget LM Ericsson Class B | | | 496,366 | | | | 2,923,143 | |
Telia Co. AB | | | 428,370 | | | | 1,731,002 | |
Volvo AB Class B | | | 249,404 | | | | 2,921,052 | |
| | | | | | | | |
| | | | 55,147,072 | |
| | | | | | | | |
Switzerland — 9.0% | | | | | | | | |
ABB, Ltd.(a) | | | 300,004 | | | | 6,340,420 | |
Actelion, Ltd.(a) | | | 15,172 | | | | 3,291,608 | |
Adecco Group AG | | | 25,044 | | | | 1,642,330 | |
Aryzta AG(a) | | | 14,306 | | | | 631,302 | |
Baloise Holding AG | | | 7,877 | | | | 994,361 | |
Barry Callebaut AG(a) | | | 370 | | | | 453,604 | |
Chocoladefabriken Lindt & Spruengli AG(d) | | | 154 | | | | 799,282 | |
Chocoladefabriken Lindt & Spruengli AG(d) | | | 16 | | | | 974,467 | |
Cie Financiere Richemont SA | | | 83,349 | | | | 5,531,451 | |
Coca-Cola HBC AG(a) | | | 29,579 | | | | 646,922 | |
Credit Suisse Group AG(a) | | | 308,246 | | | | 4,431,027 | |
Dufry AG(a) | | | 7,183 | | | | 897,566 | |
EMS-Chemie Holding AG | | | 1,306 | | | | 664,983 | |
Galenica AG | | | 619 | | | | 699,789 | |
Geberit AG | | | 6,027 | | | | 2,420,644 | |
Givaudan SA | | | 1,441 | | | | 2,645,650 | |
Glencore PLC(a) | | | 1,948,998 | | | | 6,679,360 | |
Julius Baer Group, Ltd.(a) | | | 33,901 | | | | 1,508,675 | |
Kuehne + Nagel International AG | | | 8,156 | | | | 1,080,137 | |
LafargeHolcim, Ltd.(a)(d) | | | 67,726 | | | | 3,575,048 | |
LafargeHolcim, Ltd.(a)(d) | | | 4,070 | | | | 214,277 | |
Lonza Group AG(a) | | | 8,784 | | | | 1,523,707 | |
Nestle SA | | | 491,053 | | | | 35,294,359 | |
Novartis AG | | | 352,630 | | | | 25,709,532 | |
Pargesa Holding SA | | | 5,778 | | | | 376,919 | |
Partners Group Holding AG | | | 2,615 | | | | 1,227,932 | |
Roche Holding AG | | | 110,947 | | | | 25,391,127 | |
Schindler Holding AG(d) | | | 6,656 | | | | 1,176,187 | |
Schindler Holding AG(d) | | | 3,298 | | | | 577,276 | |
See accompanying notes to financial statements.
10
State Street Master Funds
State Street International Developed Equity Index Portfolio
Schedule of Investments — (continued)
December 31, 2016
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – (continued) | |
Switzerland – (continued) | | | | | | | | |
SGS SA | | | 883 | | | $ | 1,800,144 | |
Sika AG | | | 355 | | | | 1,708,722 | |
Sonova Holding AG | | | 8,060 | | | | 978,604 | |
STMicroelectronics NV | | | 101,844 | | | | 1,157,450 | |
Swatch Group AG(d) | | | 4,685 | | | | 1,459,871 | |
Swatch Group AG(d) | | | 8,419 | | | | 515,652 | |
Swiss Life Holding AG(a) | | | 4,833 | | | | 1,370,464 | |
Swiss Prime Site AG(a) | | | 10,706 | | | | 877,990 | |
Swiss Re AG | | | 51,571 | | | | 4,896,543 | |
Swisscom AG | | | 4,173 | | | | 1,872,687 | |
Syngenta AG | | | 14,496 | | | | 5,740,778 | |
UBS Group AG | | | 580,633 | | | | 9,112,113 | |
Wolseley PLC | | | 40,993 | | | | 2,513,401 | |
Zurich Insurance Group AG (a) | | | 23,979 | | | | 6,615,547 | |
| | | | | | | | |
| | | | 178,019,908 | |
| | | | | | | | |
United Kingdom – 15.4% | | | | | |
3i Group PLC | | | 159,169 | | | | 1,384,607 | |
Aberdeen Asset Management PLC | | | 149,307 | | | | 474,696 | |
Admiral Group PLC | | | 32,886 | | | | 742,412 | |
Anglo American PLC(a) | | | 222,106 | | | | 3,183,564 | |
Ashtead Group PLC | | | 79,925 | | | | 1,560,397 | |
Associated British Foods PLC | | | 54,450 | | | | 1,846,867 | |
AstraZeneca PLC | | | 200,525 | | | | 10,995,176 | |
Auto Trader Group PLC(c) | | | 157,716 | | | | 797,066 | |
Aviva PLC | | | 634,210 | | | | 3,811,728 | |
Babcock International Group PLC | | | 40,052 | | | | 471,642 | |
BAE Systems PLC | | | 495,675 | | | | 3,622,822 | |
Barclays PLC | | | 2,690,224 | | | | 7,427,867 | |
Barratt Developments PLC | | | 155,655 | | | | 889,357 | |
Berkeley Group Holdings PLC | | | 20,771 | | | | 720,692 | |
BP PLC | | | 2,969,777 | | | | 18,700,299 | |
British American Tobacco PLC | | | 294,873 | | | | 16,838,882 | |
British Land Co. PLC REIT | | | 160,732 | | | | 1,250,240 | |
BT Group PLC | | | 1,345,316 | | | | 6,099,122 | |
Bunzl PLC | | | 53,748 | | | | 1,400,665 | |
Burberry Group PLC | | | 67,953 | | | | 1,256,972 | |
Capita PLC | | | 96,562 | | | | 633,572 | |
Centrica PLC | | | 887,526 | | | | 2,567,307 | |
CNH Industrial NV | | | 155,532 | | | | 1,355,851 | |
Cobham PLC | | | 281,893 | | | | 570,201 | |
Coca-Cola European Partners PLC | | | 32,974 | | | | 1,044,075 | |
Compass Group PLC | | | 262,962 | | | | 4,877,182 | |
Croda International PLC | | | 20,453 | | | | 807,717 | |
DCC PLC | | | 15,020 | | | | 1,120,991 | |
Diageo PLC | | | 399,396 | | | | 10,413,134 | |
Direct Line Insurance Group PLC | | | 208,724 | | | | 952,718 | |
Dixons Carphone PLC | | | 154,993 | | | | 679,119 | |
easyJet PLC | | | 28,875 | | | | 358,578 | |
Fiat Chrysler Automobiles NV | | | 134,034 | | | | 1,224,991 | |
G4S PLC | | | 247,368 | | | | 718,301 | |
GKN PLC | | | 263,639 | | | | 1,080,564 | |
GlaxoSmithKline PLC | | | 771,500 | | | | 14,890,602 | |
Hammerson PLC | | | 122,096 | | | | 864,473 | |
Hargreaves Lansdown PLC | | | 41,540 | | | | 622,619 | |
HSBC Holdings PLC | | | 3,141,224 | | | | 25,497,257 | |
IMI PLC | | | 44,363 | | | | 570,098 | |
Imperial Brands PLC | | | 152,688 | | | | 6,683,594 | |
Inmarsat PLC | | | 71,204 | | | | 661,194 | |
InterContinental Hotels Group PLC | | | 30,719 | | | | 1,380,909 | |
International Consolidated Airlines Group SA | | | 130,111 | | | | 703,876 | |
Intertek Group PLC | | | 27,259 | | | | 1,172,490 | |
Intu Properties PLC | | | 156,211 | | | | 542,971 | |
ITV PLC | | | 583,442 | | | | 1,487,999 | |
J Sainsbury PLC | | | 252,674 | | | | 778,356 | |
Johnson Matthey PLC | | | 29,432 | | | | 1,157,218 | |
Kingfisher PLC | | | 341,817 | | | | 1,479,548 | |
Land Securities Group PLC REIT | | | 130,410 | | | | 1,717,764 | |
Legal & General Group PLC | | | 962,446 | | | | 2,944,573 | |
Lloyds Banking Group PLC | | | 10,209,884 | | | | 7,886,160 | |
London Stock Exchange Group PLC | | | 48,048 | | | | 1,730,056 | |
Marks & Spencer Group PLC | | | 273,085 | | | | 1,181,031 | |
Meggitt PLC | | | 120,068 | | | | 680,388 | |
Merlin Entertainments PLC(c) | | | 113,079 | | | | 626,811 | |
National Grid PLC | | | 599,288 | | | | 7,046,692 | |
NEX Group PLC | | | 50,386 | | | | 289,193 | |
Next PLC | | | 21,555 | | | | 1,327,193 | |
Old Mutual PLC | | | 751,187 | | | | 1,924,166 | |
Pearson PLC | | | 131,987 | | | | 1,334,889 | |
Persimmon PLC | | | 52,097 | | | | 1,143,276 | |
Petrofac, Ltd. | | | 44,356 | | | | 476,286 | |
Provident Financial PLC | | | 23,000 | | | | 809,684 | |
Prudential PLC | | | 409,920 | | | | 8,243,571 | |
Randgold Resources, Ltd. | | | 15,183 | | | | 1,203,510 | |
Reckitt Benckiser Group PLC | | | 100,465 | | | | 8,548,248 | |
RELX NV | | | 155,340 | | | | 2,619,879 | |
RELX PLC | | | 167,752 | | | | 3,003,526 | |
Rio Tinto PLC | | | 196,766 | | | | 7,679,381 | |
Rio Tinto, Ltd. | | | 66,068 | | | | 2,865,606 | |
Rolls-Royce Holdings PLC(a) | | | 282,929 | | | | 2,335,335 | |
Royal Bank of Scotland Group PLC(a) | | | 529,605 | | | | 1,469,796 | |
Royal Mail PLC | | | 139,794 | | | | 798,215 | |
RSA Insurance Group PLC | | | 156,809 | | | | 1,135,439 | |
Sage Group PLC | | | 170,412 | | | | 1,379,230 | |
Schroders PLC | | | 21,465 | | | | 795,166 | |
Segro PLC | | | 144,328 | | | | 816,970 | |
Severn Trent PLC | | | 39,903 | | | | 1,095,582 | |
Sky PLC | | | 157,671 | | | | 1,930,727 | |
Smith & Nephew PLC | | | 145,640 | | | | 2,197,311 | |
Smiths Group PLC | | | 60,781 | | | | 1,063,473 | |
SSE PLC | | | 158,007 | | | | 3,032,097 | |
St James’s Place PLC | | | 81,049 | | | | 1,015,502 | |
Standard Chartered PLC(a) | | | 509,840 | | | | 4,180,571 | |
Standard Life PLC | | | 316,600 | | | | 1,455,289 | |
Tate & Lyle PLC | | | 75,937 | | | | 663,858 | |
Taylor Wimpey PLC | | | 482,410 | | | | 914,998 | |
Tesco PLC(a) | | | 1,271,774 | | | | 3,250,579 | |
TP ICAP PLC | | | 41,174 | | | | 220,448 | |
Travis Perkins PLC | | | 39,316 | | | | 705,393 | |
Unilever NV | | | 258,338 | | | | 10,658,133 | |
See accompanying notes to financial statements.
11
State Street Master Funds
State Street International Developed Equity Index Portfolio
Schedule of Investments — (continued)
December 31, 2016
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – (continued) | |
United Kingdom – (continued) | | | | | | | | |
Unilever PLC | | | 203,969 | | | $ | 8,298,226 | |
United Utilities Group PLC | | | 112,170 | | | | 1,248,811 | |
Vodafone Group PLC | | | 4,219,883 | | | | 10,420,771 | |
Weir Group PLC | | | 34,531 | | | | 806,429 | |
Whitbread PLC | | | 29,449 | | | | 1,374,035 | |
William Hill PLC | | | 143,001 | | | | 512,781 | |
Wm Morrison Supermarkets PLC | | | 346,172 | | | | 986,813 | |
Worldpay Group PLC(c) | | | 279,733 | | | | 932,915 | |
WPP PLC | | | 205,542 | | | | 4,612,238 | |
| | | | | | | | |
| | | | 305,961,592 | |
| | | | | |
United States – 0.6% | | | | | | | | |
Carnival PLC | | | 31,472 | | | | 1,604,145 | |
Mobileye NV(a) | | | 26,837 | | | | 1,023,026 | |
QIAGEN NV(a) | | | 34,355 | | | | 966,775 | |
Shire PLC | | | 111,068 | | | | 6,428,374 | |
Shire PLC ADR | | | 10,670 | | | | 1,817,954 | |
Taro Pharmaceutical Industries, Ltd.(a) | | | 2,744 | | | | 288,861 | |
| | | | | | | | |
| | | | 12,129,135 | |
| | | | | |
TOTAL COMMON STOCKS (Cost $1,973,292,734) | | | | | | | 1,935,843,822 | |
| | | | | | | | |
RIGHTS – 0.0%(b) | | | | | | | | |
Spain – 0.0%(b) | | | | | | | | |
Repsol SA (expiring 1/6/17)(a) (Cost $59,162) | | | 169,655 | | | | 62,988 | |
| | | | | | | | |
SHORT-TERM INVESTMENT – 2.0% | | | | | |
State Street Institutional U.S. Government Money Market Fund, Premier Class 0.42%(e)(f) (Cost $39,019,139) | | | 39,019,139 | | | | 39,019,139 | |
| | | | | | | | |
TOTAL INVESTMENTS – 99.7% (Cost $2,012,371,035) | | | | 1,974,925,949 | |
Other Assets in Excess of Liabilities – 0.3% | | | | | | | 6,138,729 | |
| | | | | |
NET ASSETS – 100.0% | | | $ | 1,981,064,678 | |
| | | | | |
(a) | Non-income producing security. |
(b) | Amount is less than 0.05% of net assets. |
(c) | Securities purchased pursuant to Rule 144A of the Securities Act of 1933. These securities, which represent 0.5% of net assets as of December 31, 2016, are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. |
(d) | Reflects separate holdings of the issuer’s common stock traded on different securities exchanges. |
(e) | The Portfolio invested in certain money market funds managed by SSGA Funds Management, Inc. Amounts related to these transactions during the period ended December 31, 2016 are shown in the Affiliate Table below. |
(f) | The rate shown is the annualized seven-day yield at December 31, 2016. |
| | |
ADR | | American Depositary Receipt |
REIT | | Real Estate Investment Trust |
SDR | | Swedish Depositary Receipt |
At December 31, 2016, open futures contracts purchased were as follows:
| | | | | | | | | | | | | | | | |
Futures Contracts | | Expiration Date | | | Number of Contracts | | | Notional Value | | | Unrealized Depreciation | |
Mini MSCI EAFE (long) | | | 03/17/2017 | | | | 490 | | | $ | 41,052,200 | | | $ | (203,740 | ) |
During the period ended December 31, 2016, average notional value related to futures contracts was $37,558,458 or 1.9% of net assets.
See accompanying notes to financial statements.
12
State Street Master Funds
State Street International Developed Equity Index Portfolio
Schedule of Investments — (continued)
December 31, 2016
The following table summarizes the value of the Fund’s investments according to the fair value hierarchy as of December 31, 2016.
| | | | | | | | | | | | | | | | |
Description | | Level 1 – Quoted Prices | | | Level 2 – Other Significant Observable Inputs | | | Level 3 – Significant Unobservable Inputs | | | Total | |
Assets: | | | | | | | | | | | | | | | | |
Investments: | | | | | | | | | | | | | | | | |
Common Stocks | | | | | | | | | | | | | | | | |
Australia | | $ | 144,569,936 | | | $ | – | | | $ | – | | | $ | 144,569,936 | |
Austria | | | 3,936,479 | | | | – | | | | – | | | | 3,936,479 | |
Belgium | | | 22,858,858 | | | | – | | | | – | | | | 22,858,858 | |
Chile | | | 566,079 | | | | – | | | | – | | | | 566,079 | |
China | | | 217,811 | | | | – | | | | – | | | | 217,811 | |
Denmark | | | 31,985,055 | | | | – | | | | – | | | | 31,985,055 | |
Finland | | | 18,203,684 | | | | – | | | | – | | | | 18,203,684 | |
France | | | 191,972,388 | | | | – | | | | – | | | | 191,972,388 | |
Germany | | | 179,517,356 | | | | – | | | | – | | | | 179,517,356 | |
Hong Kong | | | 61,765,751 | | | | – | | | | – | | | | 61,765,751 | |
Ireland | | | 13,304,755 | | | | – | | | | – | | | | 13,304,755 | |
Israel | | | 11,926,860 | | | | – | | | | – | | | | 11,926,860 | |
Italy | | | 35,205,184 | | | | – | | | | – | | | | 35,205,184 | |
Japan | | | 467,587,135 | | | | – | | | | – | | | | 467,587,135 | |
Jordan | | | 551,884 | | | | – | | | | – | | | | 551,884 | |
Luxembourg | | | 6,420,580 | | | | – | | | | – | | | | 6,420,580 | |
Macau | | | 784,475 | | | | – | | | | – | | | | 784,475 | |
Mexico | | | 531,902 | | | | – | | | | – | | | | 531,902 | |
Netherlands | | | 86,952,968 | | | | – | | | | – | | | | 86,952,968 | |
New Zealand | | | 3,247,151 | | | | – | | | | – | | | | 3,247,151 | |
Norway | | | 12,915,775 | | | | – | | | | – | | | | 12,915,775 | |
Portugal | | | 2,938,283 | | | | – | | | | – | | | | 2,938,283 | |
Singapore | | | 24,133,707 | | | | – | | | | – | | | | 24,133,707 | |
South Africa | | | 2,512,185 | | | | – | | | | – | | | | 2,512,185 | |
Spain | | | 59,979,874 | | | | – | | | | – | | | | 59,979,874 | |
Sweden | | | 55,147,072 | | | | – | | | | – | | | | 55,147,072 | |
Switzerland | | | 178,019,908 | | | | – | | | | – | | | | 178,019,908 | |
United Kingdom | | | 305,961,592 | | | | – | | | | – | | | | 305,961,592 | |
United States | | | 12,129,135 | | | | – | | | | – | | | | 12,129,135 | |
Rights | | | | | | | | | | | | | | | | |
Spain | | | 62,988 | | | | – | | | | – | | | | 62,988 | |
Short-Term Investment | | | 39,019,139 | | | | – | | | | – | | | | 39,019,139 | |
| | | | | | | | | | | | | | | | |
Total Investments | | $ | 1,974,925,949 | | | $ | – | | | $ | – | | | $ | 1,974,925,949 | |
| | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | |
Other Financial Instruments: | | | | | | | | | | | | | | | | |
Futures Contracts (a) | | $ | (203,740 | ) | | $ | – | | | $ | – | | | $ | (203,740 | ) |
| | | | | | | | | | | | | | | | |
Total Other Financial Instruments | | $ | (203,740 | ) | | $ | – | | | $ | – | | | $ | (203,740 | ) |
| | | | | | | | | | | | | | | | |
(a) | Futures Contracts are valued at unrealized appreciation (depreciation). |
See accompanying notes to financial statements.
13
State Street Master Funds
State Street International Developed Equity Index Portfolio
Schedule of Investments — (continued)
December 31, 2016
Affiliate Table
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Number of shares held at 4/29/16* | | | Value at 4/29/16* | | | Shares purchased | | | Shares sold | | | Number of shares heldat 12/31/16 | | | Value at 12/31/16 | | | Dividend income | | | Realized gain (loss) | |
State Street Institutional Liquid Reserves Fund, Premier Class | | | – | | | $ | – | | | | 265,658,299 | | | | 265,658,299 | | | | – | | | $ | – | | | $ | 56,328 | | | $ | – | |
State Street Institutional U.S. Government Money Market Fund, Premier Class | | | – | | | | – | | | | 164,905,604 | | | | 125,886,465 | | | | 39,019,139 | | | | 39,019,139 | | | | 26,835 | | | | – | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | $ | – | | | | | | | | | | | | | | | $ | 39,019,139 | | | $ | 83,163 | | | $ | – | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
* | Commencement of operations. |
See accompanying notes to financial statements.
14
State Street Master Funds
State Street International Developed Equity Index Portfolio
Statement of Assets and Liabilities
December 31, 2016
| | | | |
Assets | |
Investments in unaffiliated issuers, at value (Note 2) | | $ | 1,935,906,810 | |
Investments in affiliated issuers, at value (Note 2) | | | 39,019,139 | |
| | | | |
Total investments | | | 1,974,925,949 | |
Foreign currency, at value | | | 3,556,224 | |
Cash at broker | | | 2,058,000 | |
Receivable from broker – variation margin on open futures contracts | | | 876,792 | |
Receivable for investments sold | | | 14,753 | |
Dividends receivable – unaffiliated issuers (Note 2) | | | 1,775,899 | |
Dividends receivable – affiliated issuers (Note 2) | | | 13,199 | |
Receivable for foreign taxes recoverable | | | 1,214,741 | |
Prepaid expenses and other assets | | | 181 | |
| | | | |
Total assets | | | 1,984,435,738 | |
| | | | |
Liabilities | | | | |
Payable for investments purchased | | | 3,111,630 | |
Advisory fee payable (Note 4) | | | 178,901 | |
Custodian fees payable (Note 4) | | | 54,174 | |
Professional fees payable | | | 24,304 | |
Printing and postage fees payable | | | 2,051 | |
| | | | |
Total liabilities | | | 3,371,060 | |
| | | | |
Net Assets | | $ | 1,981,064,678 | |
| | | | |
Cost of Investments: | | | | |
Investments in unaffiliated issuers | | $ | 1,973,351,896 | |
Investments in affiliated issuers | | | 39,019,139 | |
| | | | |
Total cost of investments | | $ | 2,012,371,035 | |
| | | | |
Foreign currency, at cost | | $ | 3,534,578 | |
| | | | |
See accompanying notes to financial statements.
15
State Street Master Funds
State Street International Developed Equity Index Portfolio
Statement of Operations
For the Period Ended December 31, 2016(a)
| | | | |
Investment Income | |
Dividend income – unaffiliated issuers (Note 2) | | $ | 31,600,591 | |
Dividend income – affiliated issuers (Note 2) | | | 83,163 | |
Foreign taxes withheld | | | (2,264,605 | ) |
| | | | |
Total investment income (loss) | | | 29,419,149 | |
| | | | |
Expenses | | | | |
Advisory fee (Note 4) | | | 1,187,390 | |
Administration and custody fees | | | 385,419 | |
Trustees’ fees and expenses (Note 5) | | | 21,614 | |
Professional fees | | | 54,187 | |
Printing and postage fees | | | 2,754 | |
Insurance expense | | | 184 | |
Miscellaneous expenses | | | 440 | |
| | | | |
Total expenses | | | 1,651,988 | |
| | | | |
Net expenses | | | 1,651,988 | |
| | | | |
Net Investment Income (Loss) | | | 27,767,161 | |
| | | | |
Realized and Unrealized Gain (Loss) | | | | |
Net realized gain (loss) on: | | | | |
Investment transactions – unaffiliated issuers | | | (3,973,837 | ) |
Foreign currency transactions | | | (1,213,747 | ) |
Futures contracts | | | 1,386,047 | |
| | | | |
Net realized gain (loss) | | | (3,801,537 | ) |
| | | | |
Net change in unrealized appreciation/depreciation on: | | | | |
Investment transactions – unaffiliated issuers | | | (37,445,086 | ) |
Foreign currency translations | | | (96,799 | ) |
Futures contracts | | | (203,740 | ) |
| | | | |
Net change in unrealized appreciation/depreciation | | | (37,745,625 | ) |
| | | | |
Net realized and unrealized gain (loss) | | | (41,547,162 | ) |
| | | | |
Net Increase (decrease) in Net Assets from Operations | | $ | (13,780,001 | ) |
| | | | |
(a) | For the period April 29, 2016 (inception date) through December 31, 2016. |
See accompanying notes to financial statements.
16
State Street Master Funds
State Street International Developed Equity Index Portfolio
Statement of Changes in Net Assets
| | | | |
| | For the Period 4/29/16* – 12/31/16 | |
Increase (Decrease) in Net Assets From Operations: | | | | |
Net investment income (loss) | | $ | 27,767,161 | |
Net realized gain (loss) | | | (3,801,537 | ) |
Net change in unrealized appreciation/depreciation | | | (37,745,625 | ) |
| | | | |
Net increase (decrease) in net assets resulting from operations | | | (13,780,001 | ) |
| | | | |
Capital Transactions: | | | | |
In-kind subscriptions (Note 1) | | | 31,466,206 | |
Contributions | | | 1,989,271,659 | |
Withdrawals | | | (25,893,186 | ) |
| | | | |
Net increase (decrease) in net assets from capital transactions | | | 1,994,844,679 | |
| | | | |
Net increase (decrease) in net assets during the period | | | 1,981,064,678 | |
| | | | |
Net assets at beginning of period | | | – | |
| | | | |
Net assets at end of period | | $ | 1,981,064,678 | |
| | | | |
See accompanying notes to financial statements.
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State Street Master Funds
State Street International Developed Equity Index Portfolio
Financial Highlights
The following table includes selected supplemental data and ratios to average net assets:
| | | | |
| | For the Period 4/29/16* – 12/31/16 | |
Ratios and Supplemental Data: | | | | |
Net assets, end of period (in 000s) | | $ | 1,981,065 | |
Ratios to average net assets: | | | | |
Total expenses | | | 0.15 | %(a) |
Net investment income (loss) | | | 2.57 | %(a) |
Total return(b) | | | 1.00 | % |
Portfolio turnover rate | | | 1 | %(c) |
* | Commencement of operations. |
(b) | Total return for periods of less than one year are not annualized. Results represent past performance and are not indicative of future results. |
See accompanying notes to financial statements.
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State Street Master Funds
State Street International Developed Equity Index Portfolio
Notes to Financial Statements
December 31, 2016
State Street Master Funds (the “Trust”), a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (“1940 Act”), is an open-end management investment company. The Trust consists of six (6) investment portfolios (together the “Portfolios”). Financial statements herein relate only to the State Street International Developed Equity Index Portfolio (the “Portfolio”), which commenced operations on April 29, 2016.
The Portfolio was formed on April 29, 2016, with an initial in-kind contribution of securities from the State Street Hedged International Developed Equity Index Fund (the “Fund”), as part of a tax-free in-kind transaction in which the Fund contributed equity securities into the Portfolio, and a cash contribution of $10,010 from SSGA Funds Management, Inc. (the “Adviser” or “SSGA FM”). The transaction consisted of 929 securities totaling $1,275,794,840 at market value, and included $31,466,206 in unrealized depreciation.
The Portfolio is classified as a diversified investment company under the 1940 Act.
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.
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 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.
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State Street Master Funds
State Street International Developed Equity Index Portfolio
Notes to Financial Statements — (continued)
December 31, 2016
Valuation techniques used to value the Portfolio’s investments by major category are as follows:
| • | | Equity investments 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. |
| • | | Rights and warrants are valued at the last reported sale price obtained from independent pricing services or brokers on the valuation date. If no price is obtained from pricing services or brokers, valuation will be based upon the intrinsic value, pursuant to the valuation policy and procedures approved by the Board. |
| • | | 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. |
| • | | 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. |
| • | | Forward foreign currency exchange contracts are valued based on that day’s prevailing forward exchange rate for the underlying currencies. The rates are obtained from independent pricing services in accordance with the valuation the policy and procedures approved by the Board. |
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 benchmarks. Various inputs are used in determining the value of the Portfolio’s investments.
The Portfolio values its assets and liabilities at fair value using a fair value hierarchy consisting of three broad levels that prioritize the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical asset or liability (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 asset or liability; |
| • | | 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 |
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State Street Master Funds
State Street International Developed Equity Index Portfolio
Notes to Financial Statements — (continued)
December 31, 2016
| 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. |
The value of the Portfolio’s investments according to the fair value hierarchy as of December 31, 2016, is disclosed in the Portfolio’s Schedule 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 material transfers between levels for the period ended December 31, 2016.
Investment Transactions and Income Recognition
Investment transactions are accounted for on trade date for financial reporting purposes. Realized gains and losses from the sale or disposition of investments are determined using the identified cost method.
Dividend income and capital gain distributions, if any, are recognized daily on the ex-dividend date, net of any foreign taxes withheld at source, if any.
Non-cash dividends received in the form of stock 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.
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.
Foreign Currency Translation
The accounting records of the Portfolio are maintained in U.S. dollars. Foreign currencies as well as investment securities and other assets and liabilities denominated in a foreign currency are translated to U.S. dollars using exchange rates at period end. Purchases and sales of securities, income receipts and expense payments denominated in foreign currencies are translated into U.S. dollars at the prevailing exchange rate on the respective dates of the transactions.
The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.
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State Street Master Funds
State Street International Developed Equity Index Portfolio
Notes to Financial Statements — (continued)
December 31, 2016
Foreign Taxes
The Portfolio may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, realized and unrealized capital gains on investments or certain foreign currency transactions. Foreign taxes are recorded in accordance with SSGA FM’s understanding of the applicable foreign tax regulations and rates that exist in the foreign jurisdictions in which the Portfolio invests. These foreign taxes, if any, are paid by the Portfolio and are reflected in the Statement of Operations, if applicable. Foreign taxes payable or deferred as of December 31, 2016, if any, are disclosed in the Portfolio’s Statement of Assets and Liabilities.
3. | | Derivative Financial Instruments |
Futures Contracts
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. Subsequent payments are made or received by the Portfolio equal to the daily change in the contract value and are recorded as variation margin receivable or payable with a corresponding offset to unrealized gains or losses. The Portfolio recognizes a realized gain or loss when the contract is closed.
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 period ended December 31, 2016, the Portfolio entered into futures contracts for cash equitization, return enhancement and to facilitate daily liquidity.
The following tables summarize the value of the Portfolio’s derivative instruments as of December 31, 2016 and the related location in the accompanying Statement of Assets and Liabilities and Statement of Operations, presented by primary underlying risk exposure:
Liability Derivatives
| | | | | | | | | | | | | | | | | | | | | | |
| | Interest Rate Contracts Risk | | Foreign Exchange Contracts Risk | | | Credit Contracts Risk | | | Equity Contracts Risk | | | Commodity Contracts Risk | | | Total | |
Futures Contracts(a) | | $– | | $ | – | | | $ | – | | | $ | (203,740 | ) | | $ | – | | | $ | (203,740 | ) |
(a) | Unrealized appreciation (depreciation) on open futures contracts. |
Net Realized Gain (Loss)
| | | | | | | | | | | | | | | | | | | | | | |
| | Interest Rate Contracts Risk | | Foreign Exchange Contracts Risk | | | Credit Contracts Risk | | | Equity Contracts Risk | | | Commodity Contracts Risk | | | Total | |
Futures Contracts(a) | | $– | | $ | – | | | $ | – | | | $ | 1,386,047 | | | $ | – | | | $ | 1,386,047 | |
(a) | Net realized gain (loss) on futures contracts. |
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State Street Master Funds
State Street International Developed Equity Index Portfolio
Notes to Financial Statements — (continued)
December 31, 2016
Net Change in Unrealized Appreciation (Depreciation)
| | | | | | | | | | | | | | | | | | | | | | |
| | Interest Rate Contracts Risk | | Foreign Exchange Contracts Risk | | | Credit Contracts Risk | | | Equity Contracts Risk | | | Commodity Contracts Risk | | | Total | |
Futures Contracts(a) | | $– | | $ | – | | | $ | – | | | $ | (203,740 | ) | | $ | – | | | $ | (203,740 | ) |
(a) | Net change in unrealized appreciation (depreciation) on futures contracts. |
4. | | Fees and Transactions with Affiliates |
Advisory Fee
The Portfolio has entered into an Investment Advisory Agreement with the Adviser. For its advisory services to the Portfolio, the Portfolio pays the Adviser a management fee at an annual rate of 0.11% of its average daily net assets.
Administrator and Sub-Administrator Fees
State Street Bank and Trust Company (“State Street”), a subsidiary of State Street Corporation, serves as sub-administrator for the Portfolio for a fee that is paid by the Adviser. State Street also serves as custodian and transfer agent of the Portfolio for separate fees that are paid by the Portfolio. As consideration for State Street’s services as sub-administrator, transfer agent, custodian and accounting agent for the Portfolio, State Street receives annual fees which is accrued daily and payable monthly at the following 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 | | $150,000 |
The minimum fee will be calculated by multiplying the minimum per portfolio 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.
Other Transactions with Affiliates
The Portfolio may invest in affiliated entities, including securities issued by State Street, affiliated funds, or entities deemed to be affiliates as a result of the Portfolio owning more than five percent of the entity’s voting securities or outstanding shares. Amounts relating to these transactions during the period ended December 31, 2016 are disclosed in the Schedule of Investments.
The fees and expenses of the Trust’s trustees who are not “interested person” of the Trust, as defined in the 1940 Act (“Independent Trustees”) are paid directly by the Portfolio. The Independent Trustees are
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State Street Master Funds
State Street International Developed Equity Index Portfolio
Notes to Financial Statements — (continued)
December 31, 2016
reimbursed for travel and other out-of-pocket expenses in connection with meeting attendance and industry seminars.
6. | | Investment Transactions |
Purchases and sales of investments (excluding in-kind transactions, short term investments and derivative contracts) for the period ended December 31, 2016, were as follows:
| | | | | | | | | | | | | | | | |
| | U.S. Government Obligations | | | Other Securities | |
| | Purchases | | | Sales | | | Purchases | | | Sales | |
State Street International Developed Equity Index Portfolio | | $ | – | | | $ | – | | | $ | 704,693,599 | | | $ | 21,852,645 | |
7. | | Income Tax Information |
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 is 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.
The Portfolio files federal and various state and local tax returns as required. No income tax returns are currently under examination. The federal returns are subject to examination by the Internal Revenue Service for a period of three years from date of filing, while the state returns may remain open for an additional year depending upon jurisdiction. SSGA FM has analyzed the Portfolio’s tax positions taken on tax returns for all open years and does not believe there are any uncertain tax positions that would require recognition of a tax liability.
As of December 31, 2016, 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) | |
State Street International Developed Equity Index Portfolio | | $ | 2,016,709,542 | | | $ | 82,010,121 | | | $ | 123,793,714 | | | $ | (41,783,593 | ) |
The Portfolio and other affiliated funds (each a “Participant” and, collectively, the “Participants”) participate in a $360 million revolving credit facility provided by a syndication of banks under which the Participant may borrow to fund shareholder redemptions. The agreement expires in October 2017 unless extended or renewed. Prior to October 13, 2016, the Participant could borrow up to $360 million at any time outstanding, subject to asset coverage and other limitations as specified in the agreements.
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State Street Master Funds
State Street International Developed Equity Index Portfolio
Notes to Financial Statements — (continued)
December 31, 2016
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. 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 1% plus the greater of the New York Fed Bank Rate and 1-month LIBOR rate. Prior to October 13, 2016, interest was calculated at a rate per annum equal to the sum of the New York Fed Bank Rate plus 1%.
The Portfolio had no outstanding loans during the period ended December 31, 2016.
Concentration Risk
As a result of the Portfolio’s ability to invest a large percentage of its assets in obligations of issuers within the same country, state, region, currency or economic sector, an adverse economic, business or political development may affect the value of the Portfolio’s investments more than if the Portfolio were more broadly diversified.
Foreign and Emerging Markets Risks
Investing in foreign markets involve risks and considerations not typically associated with investing in the U.S. Foreign securities may be subject to risk of loss because of government regulation, economic, political and social instability in the countries in which the Portfolio invests. Foreign markets may be less liquid than investments in the U.S. and may be subject to the risks of currency fluctuations. To the extent that the Portfolio invests in securities of issuers located in emerging markets, these risks may be even more pronounced.
Market and Credit Risk
In the normal course of business, the Portfolio trades financial instruments and enters into financial transactions where risk of potential loss exists due to changes in the general economic conditions and fluctuations of the market (market risk). Additionally, the Portfolio may also be exposed to credit risk in the event that an issuer or guarantor fails to perform or that an institution or entity with which the Portfolio has unsettled or open transactions defaults.
Management has evaluated the impact of all subsequent events on the Portfolio through the date on which 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.
25
State Street Master Funds
State Street International Developed Equity Index Portfolio
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Shareholders of State Street Institutional Investment Trust:
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of State Street International Developed Equity Index Portfolio (one of the portfolios constituting State Street Institutional Investment Trust) (the “Portfolio”) as of December 31, 2016, and the related statement of operations, statement of changes in net assets, and the financial highlights for the period from April 29, 2016 (commencement of operations) to December 31, 2016. 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 audit.
We conducted our audit 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 audit 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, 2016, by correspondence with the custodian, brokers and others or by other appropriate auditing procedures where replies from brokers and others were not received. We believe that our audit provides 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 International Developed Equity Index Portfolio (one of the portfolios constituting State Street Institutional Investment Trust) at December 31, 2016, and the results of its operations, the changes in its net assets and the financial highlights for the period from April 29, 2016 (commencement of operations) to December 31, 2016, in conformity with U.S. generally accepted accounting principles.

Boston, Massachusetts
February 27, 2017
26
State Street Master Funds
State Street International Developed Equity Index Portfolio
Other Information
December 31, 2016 (Unaudited)
EXPENSE EXAMPLE
As a shareholder of a Fund, you incur two types of costs (1) transaction costs, including sales charges (loads), if applicable, on purchase payments, reinvested dividends, or other distributions and (2) ongoing costs, including advisory fees and to the extent applicable, distribution (12b-1) and/or service fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the 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, 2016 to December 31, 2016.
The table below illustrates your Fund’s cost in two ways:
| • | | Based on actual fund return – This section helps you to estimate the actual expenses that you paid over the period. The “Ending Account Value” shown is derived from each Fund’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 Fund. 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 Fund under the heading “Expenses Paid During Period”. |
| • | | Based on hypothetical 5% return – This section is intended to help you compare your Fund’s costs with those of other mutual funds. It assumes that the Fund 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 Fund’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 Fund’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds. |
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales load charges (loads). Therefore, the hypothetical 5% return section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.
| | | | | | | | | | | | | | | | | | | | |
| | | Actual | | | Hypothetical (assuming a 5% return before expenses) | |
| | Annualized Expense Ratio | | | Ending Account Value | | | Expenses Paid During Period(a) | | | Ending Account Value | | | Expenses Paid During Period(a) | |
State Street International Developed Equity Index Portfolio | | | 0.16 | % | | $ | 1,046.60 | | | $ | 0.82 | | | $ | 1,024.30 | | | $ | 0.81 | |
(a) | Expenses are equal to the Fund’s annualized net expense ratio multiplied by the average account value of the period, multiplied by 184, then divided by 366. |
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State Street Master Funds
State Street International Developed Equity Index Portfolio
Other Information — (continued)
December 31, 2016 (Unaudited)
Proxy Voting Policies and Procedures and Records
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.
28
State Street Master Funds
State Street International Developed Equity Index Portfolio
Other Information — (continued)
December 31, 2016 (Unaudited)
Trustee Considerations in Approval of
Investment Advisory Agreement
Overview of the Contract Review Process
Under the Investment Company Act of 1940, an investment advisory agreement between a mutual fund and its investment adviser must be approved by the fund’s board of trustees, including by a vote of a majority of those trustees who are not “interested persons” of the fund (the “Independent Trustees”) cast in-person at a meeting called for the purpose of considering such approval.
Consistent with these requirements, the Board of Trustees (the “Board”) of State Street Master Funds (the “Trust”), met in-person on August 18-19, 2015, including in executive sessions attended by the Independent Trustees, to consider a proposal to approve, with respect to State Street International Developed Equity Index Portfolio, a new series of the Trust (the “New Fund”), the investment advisory agreement (the “Advisory Agreement”) with SSGA Funds Management, Inc. (“SSGA FM” or the “Adviser”). Prior to voting on the proposal, the Independent Trustees, as well as the Trustees who are “interested persons” of SSGA FM, reviewed information furnished by the Adviser and others reasonably necessary to permit the Board to evaluate the proposal fully. The Independent Trustees were separately represented by co-counsel that is independent of the Adviser in connection with their consideration of approval of the Advisory Agreement. The Independent Trustees considered, among other things, the following:
Information about Fees and Expenses
| • | | A report prepared by an independent third-party provider of investment company data, which included for the New Fund: |
| • | | Comparisons of the New Fund’s estimated expense ratio (with detail of component expenses) to the expense ratios of a group of comparable mutual funds selected by the independent third-party data provider (the “Expense Group” and/or “Expense Universe”); and |
| • | | Comparisons of the New Fund’s contractual and estimated actual management fees to the contractual and actual management fees of comparable mutual funds. |
| • | | Comparative information regarding fees charged by the Adviser for managing institutional accounts using investment strategies and techniques similar to those used in managing the New Fund, to the extent applicable. |
Information about Portfolio Management
| • | | Descriptions of the investment management services to be provided by the Adviser, including its investment strategies and processes; |
| • | | Information concerning the allocation of brokerage; and |
| • | | Information regarding the procedures and processes to be used to value the assets of the New Fund. |
Information about the Adviser
| • | | Reports detailing the financial results and condition of the Adviser and its affiliates; |
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State Street Master Funds
State Street International Developed Equity Index Portfolio
Other Information — (continued)
December 31, 2016 (Unaudited)
| • | | Descriptions of the qualifications, education and experience of the individual investment professionals who will be responsible for managing the New Fund; |
| • | | Information relating to compliance with and the administration of the Code of Ethics adopted by the Adviser; |
| • | | SSGA FM’s proxy voting policies and procedures; |
| • | | Information concerning the resources devoted by the Adviser to overseeing compliance by the New Fund and its service providers, including the Adviser’s record of compliance with investment policies and restrictions and other operating policies of the other funds in the fund complex (the “Other Funds”); |
| • | | A description of the business continuity and disaster recovery plans of the Adviser; and |
| • | | Information regarding the Adviser’s risk management processes. |
Other Relevant Information
| • | | Information concerning the nature, extent, quality and cost of services to be provided to the New Fund by SSGA FM in its capacity as administrator; |
| • | | The entrepreneurial risk to be undertaken by SSGA FM as sponsor of the New Fund; |
| • | | Information concerning the nature, extent, quality and cost of various non-investment management services to be provided to the New Fund by affiliates of SSGA FM, including the custodian, sub-administrator, fund accountant, transfer agent and securities lending agent of the New Fund, and the role of SSGA FM in managing the New Fund’s relationship with these service providers; |
| • | | Copies of the Advisory Agreement and agreements with other service providers of the New Fund; |
| • | | Draft responses to the letter from Joseph P. Barri, LLC (co-counsel along with the law firm of Sullivan & Worcester LLP (together, “Independent Counsel”), reviewed prior to such date by Independent Counsel, requesting specific information regarding the Other Funds, certain of which was applicable to the New Fund, from each of: |
| • | | SSGA FM, with respect to its operations relating to the Other Funds and its approximate profit margins before taxes from such operations for the Other Funds’ last fiscal year; and the relevant operations of other affiliated service providers to the Other Funds, together with their approximate profit margins from such relevant operations for the Other Funds’ last fiscal year; |
| • | | State Street Bank and Trust Company (“State Street”), the sub-administrator, custodian, transfer agent, and securities lending agent for the Other Funds, with respect to its operations relating to the Other Funds; and |
| • | | State Street Global Markets, LLC, the principal underwriter and distributor of the shares of the Other Funds (the “Distributor”), with respect to its operations relating to the Other Funds, together with the Other Funds’ related distribution plans and arrangements under SEC Rule 12b-1. |
In addition to the information identified above, the Board considered information provided by SSGA FM and other service providers of the New Fund throughout the year at meetings of the Board and its
30
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Other Information — (continued)
December 31, 2016 (Unaudited)
committees. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of SSGA FM relating to the performance of the Other Funds and the investment strategies used in pursuing each Other Fund’s investment objective.
The Independent Trustees were assisted throughout the contract review process by Independent Counsel. The Independent Trustees relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating the Advisory Agreement, and the weight to be given to each such factor. The conclusions reached with respect to the Advisory Agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each Trustee may have placed varying emphasis on particular factors in reaching conclusions with respect to the New Fund.
Results of the Process
Based on a consideration of the foregoing and such other information as deemed relevant, including the factors and conclusions described below, on August 18-19, 2015 the Board, including a majority of the Independent Trustees, voted to approve the Advisory Agreement with respect to the New Fund.
Nature, Extent and Quality of Services
In considering whether to approve the Advisory Agreement, the Board evaluated the nature, extent and quality of services to be provided to the New Fund by the Adviser.
The Board considered the Adviser’s management capabilities and investment process with respect to the types of investments to be held by the New Fund, including the education, experience and number of investment professionals and other personnel who will provide portfolio management, investment research, and similar services to the New Fund. The Board evaluated, where relevant, the abilities and experience of such investment personnel in analyzing particular markets, industries and specific issuers of securities in these markets and industries. The Board also took into account the compensation paid to recruit and retain investment personnel, and the time and attention to be devoted to the New Fund by senior management.
The Board reviewed the compliance programs of the Adviser and various affiliated service providers. Among other things, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity, the allocation of investment opportunities and the voting of proxies. The Board also considered the role of SSGA FM in monitoring the New Fund’s securities lending activities.
On the basis of the foregoing and other relevant information, the Board concluded that the Adviser can be expected to provide high quality investment management and related services for the New Fund.
Fund Performance
Because the New Fund has not yet commenced operations, the Board noted that they could not draw any conclusions regarding the performance of the New Fund. The Board, however, considered, at this and at prior meetings, the performance of other comparable funds or accounts, if any, managed by the Adviser and the performance of their respective benchmarks and/or peer groups. The Board also noted that it
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State Street International Developed Equity Index Portfolio
Other Information — (continued)
December 31, 2016 (Unaudited)
reviews at its regularly scheduled meetings information about the performance of the Other Funds and is generally satisfied with the performance of these Other Funds.
Management Fees and Expenses
The Board reviewed the contractual management fee rate to be payable by the New Fund and the actual management fee rate to be payable by the New Fund. As part of its review, the Board considered the New Fund’s management fee and total expense ratio (both before and after giving effect to any expense caps), as compared to a group of similarly managed funds selected by an independent third party provider of investment company data. The Board also considered the comparability of the fees to be charged and the services to be provided to the New Fund by the Adviser to the fees charged and services provided to other clients of the Adviser, including institutional accounts, to the extent applicable. Among other information, the Board considered the following expense information in its evaluation of the New Fund:
The Board considered that the New Fund’s contractual management fee was below the median of its Expense Group. The Board also considered that the New Fund’s expected actual management fees and total expenses were each below the medians of their respective Expense Group and Expense Universe.
Profitability
Because the New Fund has not yet commenced operations, the Board noted that they could not draw any conclusions regarding the profitability of the New Fund. The Board, however, reviewed the level of profits realized by the Adviser and its affiliates in providing investment advisory and other services to the Other Funds. The Board considered other direct and indirect benefits received by the Adviser and the affiliated service providers in connection with their relationships with the Other Funds, including the benefits of research services that may be available to the Adviser as a result of securities transactions effected for the Other Funds and other investment advisory clients, together with the ranges of profitability of each of the affiliated service providers with respect to their services to the Other Funds.
The Board concluded that the expected profitability of the Adviser with respect to New Fund, and the expected profitability range of the affiliated service providers with respect to their services to the New Fund, was expected to be reasonable in relation to the services provided.
Economies of Scale
In reviewing expected management fees and anticipated profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the New Fund, on the other hand, can expect to realize benefits from economies of scale as the New Fund’s assets increase. The Board acknowledged the difficulty in accurately measuring the expected benefits resulting from the economies of scale with respect to the management of the New Fund in view of the fact that the New Fund has not yet commenced operations. The Board concluded that, in light of the fact that the New Fund has not yet commenced operations, and the comparatively low expected management fees and expense ratio of the New Fund, it does not appear that the Adviser or its affiliates are expected to realize benefits from economies of scale in managing the assets of the New Fund to such an extent that the proposed advisory fees should be reduced or that breakpoints in such fees should be implemented for the New Fund at this time.
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State Street International Developed Equity Index Portfolio
Other Information — (continued)
December 31, 2016 (Unaudited)
Conclusions
In reaching its decision to approve the Advisory Agreement, the Board did not identify any single factor as being controlling, but based its recommendation on each of the factors it considered. Each Trustee may have contributed different weight to the various factors. Based upon the materials reviewed, the representations made and the considerations described above, and as part of its deliberations, the Board, including the Independent Trustees, concluded that the Adviser possesses the capability and resources to perform the duties required of it under the Advisory Agreement.
Further, based upon its review of the Advisory Agreement, the materials provided, and the considerations described above, the Board, including the Independent Trustees, concluded that (1) the terms of the Advisory Agreement are reasonable, fair, and in the best interests of the New Fund and its shareholders, and (2) the rates to be payable under the Advisory Agreement are fair and reasonable in light of the usual and customary charges made for services of the same nature and quality.
33
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Other Information — (continued)
December 31, 2016 (Unaudited)
Trustees and Officers Information
| | | | | | | | | | | | |
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 c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900
YOB: 1944 | | Trustee and Co-Chairman of the Board | | Term: Indefinite Elected: 7/99 | | Chairman, Holland & Company L.L.C. (investment adviser) (1995 – present). | | | 72 | | | 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 Loans (and Real Estate) Funds. |
Patrick J. Riley c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900
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. | | | 78 | | | Board Director and Chairman, SPDR Europe 1PLC Board (2011 – Present); Board Director and Chairman, SPDR Europe II, PLC (2013 – Present). |
William L. Boyan(1) c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 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. | | | 78 | | | 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. |
William L. Marshall c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 YOB: 1942 | | Trustee and Co-Chairman of the Audit Committee | | Term: Indefinite Elected: 1/14 | | July 2016 to Present, Chief Executive Officer and Chief Compliance Officer, The Marshall Financial Group, Inc.; 2015 to present, Board member, The Doylestown Health Foundation Board; April 2011 to June 2016, 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. | | | 78 | | | |
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State Street International Developed Equity Index Portfolio
Other Information — (continued)
December 31, 2016 (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 c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 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; 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). | | | 78 | | | |
Rina K. Spence c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 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); Honorary Consul for Monaco in Boston (2015 – present). | | | 78 | | | Trustee, Eastern Enterprise (utilities) (1988 – 2000); Director, Berkshire Life Insurance Company of America (1993 – 2009). |
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State Street Master Funds
State Street International Developed Equity Index Portfolio
Other Information — (continued)
December 31, 2016 (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 c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 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). | | | 72 | | | |
Douglas T. Williams c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 YOB: 1940 | | Trustee and Co-Chairman of the Audit Committee | | Term: Indefinite Elected: 7/99 | | Retired 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). | | | 78 | | | |
Michael A. Jessee c/o SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 YOB: 1946 | | Trustee | | Term: Indefinite Appointed: 7/16 | | Retired; formerly, President and Chief Executive Officer of the Federal Home Loan Bank of Boston (1989 – 2009); Trustee, Randolph-Macon College (2004 – 2016). | | | 78 | | | |
| | |
Interested Trustee(2) | | | | | |
James E. Ross SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 YOB: 1965 | | Trustee | | Term: Indefinite Appointed: 2/07 | | Executive Vice President; State Street Global Advisors (2006 – present); Chairman and Director, SSGA Funds Management, Inc. (2012 – present); Principal, State Street Global Advisors (2006 – present); President, SSGA Funds Management, Inc. (2005 – 2012). | | | 265 | | | SSGA SPDR ETFs Europe I plc (Director) (November 2016 – present); SSGA SPDR ETFs Europe II plc (Director) (November 2016 – present). |
(1) | Mr. Boyan retired as a Trustee of the Trust effective February 16, 2017. |
(2) | Mr. Ross is an Interested Trustee because of his employment by SSGA Funds Management, Inc., an affiliate of the Trust. |
† | For the purpose of determining the number of portfolios overseen by the Trustees, “Fund Complex” comprises registered investment companies for which SSGA Funds Management, Inc. serves as investment adviser. |
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State Street Master Funds
State Street International Developed Equity Index Portfolio
Other Information — (continued)
December 31, 2016 (Unaudited)
The following lists the principal officers for the Trust, as well as their mailing addresses and ages, positions with the Trust and length of time served, and present and principal occupations:
| | | | | | |
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 02111-2900 YOB: 1967 | | President | | Term: Indefinite Elected: 10/12 | | President and Director, SSGA Funds Management, Inc. (2001 – present)*; 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 02111-2900 YOB: 1966 | | Vice President and Deputy Treasurer | | Term: Indefinite Elected: 10/12 Term: Indefinite Elected: 2/16 | | Chief Operating Officer, SSGA Funds Management, Inc. (2005 – present)*; Managing Director, State Street Global Advisors (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).* |
Darlene Anderson-Vasquez SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1968 | | Deputy Treasurer | | Term: Indefinite Elected: 11/16 | | Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (May 2016 – present); Senior Vice President, John Hancock Investments (September 2007 – May 2016). |
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 2007 – present).* |
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Other Information — (continued)
December 31, 2016 (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) | | | | | | |
Brian Harris SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 YOB: 1973 | | Chief Compliance Officer and Code of Ethics Compliance Officer | | Term: Indefinite Elected: 11/13 Term: Indefinite Elected: 9/16 | | Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (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). |
Joshua A. Weinberg SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111-2900 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 (2005 – 2011). |
Jesse D. Hallee State Street Bank and Trust Company 100 Summer Street, 7th Floor Boston, MA 02111 YOB: 1976 | | Secretary | | Term: Indefinite Elected: 9/16 | | Vice President and Managing Counsel, State Street Bank and Trust Company (2013 – present); Vice President and Counsel, Brown Brothers Harriman & Co. (2007 – 2013). |
Khimmara Greer State Street Bank and Trust Company 100 Summer Street, 7th Floor Boston, MA 02111 YOB: 1983 | | Assistant Secretary | | Term: Indefinite Elected: 5/16 | | Vice President and Counsel, State Street Bank and Trust Company (2015 – present); Regulatory Advisor, JPMorgan (2014 – 2015); Claims Case Manager, Liberty Mutual Insurance (2012 – 2014); Contract Attorney, Various Law Firms (2011 – 2012). |
* | Served in various capacities and/or with various affiliated entities during noted time period. |
Statement of Additional Information (SAI) includes additional information about Funds’ directors and is available, without charge, upon request and by calling 1-877-521-4083.
38
Trustees
Michael F. Holland
Michael A. Jessee
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 of the Portfolio
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 02119
The information contained in this report is intended for the general information of shareholders of the Portfolio and shareholders of any fund invested in the Portfolio. Interests in the Portfolio are offered solely to eligible investors in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the 1933 Act. This report is not authorized for distribution (i) to prospective investors in any fund invested in the Portfolio unless preceded or accompanied by a current offering document for such fund or (ii) to prospective eligible investors in the Portfolio unless preceded or accompanied by a current offering document of the Portfolio. Eligible investors in the Portfolio may obtain a current Portfolio offering document by calling 1-877-521-4083. Please read the offering document carefully before investing in the Portfolio.
Item 2. Code of Ethics.
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 the Registrant files with, or submits to, the U.S. Securities Exchange Commission (the “SEC”) and in other public communications made by the 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” or the “Adviser”). The Registrant has not made any amendments to the Code that relates to any element of the code of ethics definition set forth in Item 2(b) of Form N-CSR during the covered period. The Registrant has not granted any waivers from any provisions of the Code during the covered period. A copy of the 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 (the “Audit Committee”): Messrs. Michael F. Holland and 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 the Board.
Item 4. Principal Accountant Fees and Services.
For the fiscal years ended December 31, 2016 and December 31, 2015, 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 $168,650 and $177,600, respectively.
For the fiscal years ended December 31, 2016 and December 31, 2015, 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.
For the fiscal years ended December 31, 2016 and December 31, 2015, 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 were $44,098 and $39,578, respectively.
For the fiscal years ended December 31, 2016 and December 31, 2015, 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, 2016 and December 31, 2015, the aggregate fees for professional services rendered by E&Y for products and services provided by E&Y to 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 Audit Committee were approximately $7,777,372 and $8,024,882, 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 sub-adviser 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, 2016 and December 31, 2015, 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 $26,000,000, 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.
There were no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board.
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, 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.
Item 12. Exhibits.
(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 10, 2017 |
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 10, 2017 |
| |
By: | | /s/ Bruce S. Rosenberg |
| | Bruce S. Rosenberg |
| | Treasurer (Principal Financial and Accounting Officer) |
| |
Date: | | March 10, 2017 |