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)
| | |
(Name and Address of Agent for Service) | | Copy to: |
| |
Joshua A. Weinberg, Esq. Managing Director and Managing Counsel SSGA Funds Management, Inc. One Lincoln Street Boston, Massachusetts 02111 | | Timothy W. Diggins, Esq. Ropes & Gray LLP 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: June 30, 2017
Item 1. Reports to Shareholders.
Semi-Annual Report
30 June 2017
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
Semi-Annual Report
June 30, 2017 (Unaudited)
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
Portfolio Statistics (Unaudited)
| | | | |
Portfolio Composition* | | | June 30, 2017 | |
Common Stocks | | | 98.2 | % |
Short-Term Investments | | | 1.8 | |
Other Assets in Excess of Liabilities | | | 0.0 | * |
Total | | | 100.0 | % |
* | Less than 0.05% of net assets. |
| | | | |
Top Five Sectors (excluding short-term investments)* | | | June 30, 2017 | |
Information Technology | | | 21.8 | % |
Financials | | | 14.3 | |
Health Care | | | 14.2 | |
Consumer Discretionary | | | 12.1 | |
Industrials | | | 10.1 | |
Total | | | 72.5 | % |
* | As a percentage of net assets as of the date indicated. The Portfolio’s composition will vary over time. |
1
State Street Master Funds
State Street Equity 500 Index Portfolio
Schedule of Investments
June 30, 2017 (Unaudited)
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – 98.2% | | | | | |
Consumer Discretionary – 12.1% | | | | | |
Advance Auto Parts, Inc. | | | 5,500 | | | $ | 641,245 | |
Amazon.com, Inc.(a) | | | 29,102 | | | | 28,170,736 | |
AutoNation, Inc.(a) | | | 4,769 | | | | 201,061 | |
AutoZone, Inc.(a) | | | 2,188 | | | | 1,248,167 | |
Bed Bath & Beyond, Inc. | | | 11,530 | | | | 350,512 | |
Best Buy Co., Inc. | | | 19,913 | | | | 1,141,612 | |
BorgWarner, Inc. | | | 13,223 | | | | 560,126 | |
CarMax, Inc.(a) | | | 13,197 | | | | 832,203 | |
Carnival Corp. | | | 29,749 | | | | 1,950,642 | |
CBS Corp. Class B | | | 28,293 | | | | 1,804,528 | |
Charter Communications, Inc. Class A(a) | | | 15,800 | | | | 5,322,230 | |
Chipotle Mexican Grill, Inc.(a) | | | 2,214 | | | | 921,245 | |
Coach, Inc. | | | 19,000 | | | | 899,460 | |
Comcast Corp. Class A | | | 349,530 | | | | 13,603,708 | |
D.R. Horton, Inc. | | | 26,179 | | | | 905,008 | |
Darden Restaurants, Inc. | | | 9,917 | | | | 896,893 | |
Delphi Automotive PLC | | | 20,081 | | | | 1,760,100 | |
Discovery Communications, Inc. Class A(a) | | | 12,597 | | | | 325,381 | |
Discovery Communications, Inc. Class C(a) | | | 13,397 | | | | 337,738 | |
DISH Network Corp. Class A(a) | | | 17,000 | | | | 1,066,920 | |
Dollar General Corp. | | | 19,287 | | | | 1,390,400 | |
Dollar Tree, Inc.(a) | | | 17,482 | | | | 1,222,341 | |
Expedia, Inc. | | | 9,323 | | | | 1,388,661 | |
Foot Locker, Inc. | | | 10,100 | | | | 497,728 | |
Ford Motor Co. | | | 281,260 | | | | 3,147,299 | |
Gap, Inc. | | | 15,364 | | | | 337,854 | |
Garmin, Ltd. | | | 9,160 | | | | 467,435 | |
General Motors Co. | | | 99,577 | | | | 3,478,225 | |
Genuine Parts Co. | | | 10,920 | | | | 1,012,939 | |
Goodyear Tire & Rubber Co. | | | 19,613 | | | | 685,670 | |
H&R Block, Inc. | | | 16,351 | | | | 505,409 | |
Hanesbrands, Inc. | | | 30,400 | | | | 704,064 | |
Harley-Davidson, Inc. | | | 12,385 | | | | 669,038 | |
Hasbro, Inc. | | | 7,628 | | | | 850,598 | |
Hilton Worldwide Holdings, Inc. | | | 16,200 | | | | 1,001,970 | |
Home Depot, Inc. | | | 87,510 | | | | 13,424,034 | |
Interpublic Group of Cos., Inc. | | | 31,928 | | | | 785,429 | |
Kohl’s Corp. | | | 12,388 | | | | 479,044 | |
L Brands, Inc. | | | 17,746 | | | | 956,332 | |
Leggett & Platt, Inc. | | | 9,844 | | | | 517,105 | |
Lennar Corp. Class A | | | 15,425 | | | | 822,461 | |
LKQ Corp.(a) | | | 20,800 | | | | 685,360 | |
Lowe’s Cos., Inc. | | | 63,412 | | | | 4,916,332 | |
Macy’s, Inc. | | | 24,361 | | | | 566,150 | |
Marriott International, Inc. Class A | | | 22,652 | | | | 2,272,222 | |
Mattel, Inc. | | | 27,743 | | | | 597,307 | |
McDonald’s Corp. | | | 59,815 | | | | 9,161,265 | |
Michael Kors Holdings, Ltd.(a) | | | 11,686 | | | | 423,618 | |
Mohawk Industries, Inc.(a) | | | 4,569 | | | | 1,104,282 | |
Netflix, Inc.(a) | | | 31,196 | | | | 4,660,994 | |
Newell Brands, Inc. | | | 34,450 | | | | 1,847,209 | |
News Corp. Class A | | | 28,814 | | | | 394,752 | |
News Corp. Class B | | | 7,500 | | | | 106,125 | |
NIKE, Inc. Class B | | | 97,602 | | | | 5,758,518 | |
Nordstrom, Inc.(b) | | | 7,756 | | | | 370,969 | |
O’Reilly Automotive, Inc.(a) | | | 6,520 | | | | 1,426,185 | |
Omnicom Group, Inc. | | | 17,450 | | | | 1,446,605 | |
Priceline Group, Inc.(a) | | | 3,608 | | | | 6,748,836 | |
PulteGroup, Inc. | | | 22,543 | | | | 552,980 | |
PVH Corp. | | | 6,051 | | | | 692,840 | |
Ralph Lauren Corp. | | | 4,136 | | | | 305,237 | |
Ross Stores, Inc. | | | 29,844 | | | | 1,722,894 | |
Royal Caribbean Cruises, Ltd. | | | 12,800 | | | | 1,398,144 | |
Scripps Networks Interactive, Inc. Class A | | | 6,863 | | | | 468,812 | |
Signet Jewelers, Ltd. | | | 5,100 | | | | 322,524 | |
Staples, Inc. | | | 40,834 | | | | 411,198 | |
Starbucks Corp. | | | 106,192 | | | | 6,192,056 | |
Target Corp. | | | 41,944 | | | | 2,193,252 | |
Tiffany & Co. | | | 8,481 | | | | 796,111 | |
Time Warner, Inc. | | | 56,380 | | | | 5,661,116 | |
TJX Cos., Inc. | | | 46,275 | | | | 3,339,667 | |
Tractor Supply Co. | | | 9,774 | | | | 529,849 | |
TripAdvisor, Inc.(a) | | | 9,015 | | | | 344,373 | |
Twenty-First Century Fox, Inc. Class A | | | 77,109 | | | | 2,185,269 | |
Twenty-First Century Fox, Inc. Class B | | | 34,400 | | | | 958,728 | |
Ulta Salon Cosmetics & Fragrance, Inc.(a) | | | 4,400 | | | | 1,264,296 | |
Under Armour, Inc. Class A(a)(b) | | | 14,376 | | | | 312,822 | |
Under Armour, Inc. Class C(a) | | | 14,478 | | | | 291,876 | |
VF Corp. | | | 24,428 | | | | 1,407,053 | |
Viacom, Inc. Class B | | | 24,341 | | | | 817,127 | |
Walt Disney Co. | | | 107,393 | | | | 11,410,506 | |
Whirlpool Corp. | | | 5,659 | | | | 1,084,378 | |
Wyndham Worldwide Corp. | | | 7,746 | | | | 777,776 | |
Wynn Resorts, Ltd. | | | 5,859 | | | | 785,809 | |
Yum! Brands, Inc. | | | 23,890 | | | | 1,762,126 | |
| | | | | | | | |
| | | | | | | 187,759,099 | |
| | | | | | | | |
Consumer Staples – 8.9% | | | | | |
Altria Group, Inc. | | | 141,970 | | | | 10,572,506 | |
Archer-Daniels-Midland Co. | | | 43,692 | | | | 1,807,975 | |
Brown-Forman Corp. Class B | | | 12,022 | | | | 584,269 | |
Campbell Soup Co. | | | 14,083 | | | | 734,428 | |
Church & Dwight Co., Inc. | | | 17,800 | | | | 923,464 | |
Clorox Co. | | | 9,479 | | | | 1,262,982 | |
Coca-Cola Co. | | | 281,222 | | | | 12,612,807 | |
Colgate-Palmolive Co. | | | 64,579 | | | | 4,787,241 | |
Conagra Brands, Inc. | | | 30,951 | | | | 1,106,808 | |
Constellation Brands, Inc. Class A | | | 12,276 | | | | 2,378,229 | |
Costco Wholesale Corp. | | | 31,934 | | | | 5,107,205 | |
Coty, Inc. Class A | | | 37,840 | | | | 709,878 | |
CVS Health Corp. | | | 74,727 | | | | 6,012,534 | |
Dr. Pepper Snapple Group, Inc. | | | 13,903 | | | | 1,266,702 | |
Estee Lauder Cos., Inc. Class A | | | 16,363 | | | | 1,570,521 | |
General Mills, Inc. | | | 43,222 | | | | 2,394,499 | |
Hershey Co. | | | 10,415 | | | | 1,118,259 | |
Hormel Foods Corp. | | | 21,098 | | | | 719,653 | |
J.M. Smucker Co. | | | 8,855 | | | | 1,047,812 | |
Kellogg Co. | | | 19,607 | | | | 1,361,902 | |
See accompanying notes to financial statements.
2
State Street Master Funds
State Street Equity 500 Index Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – (continued) | | | | | |
Consumer Staples – (continued) | | | | | |
Kimberly-Clark Corp. | | | 26,273 | | | $ | 3,392,107 | |
Kraft Heinz Co. | | | 43,451 | | | | 3,721,144 | |
Kroger Co. | | | 70,410 | | | | 1,641,961 | |
McCormick & Co., Inc. | | | 8,061 | | | | 786,028 | |
Molson Coors Brewing Co. Class B | | | 13,609 | | | | 1,175,001 | |
Mondelez International, Inc. Class A | | | 112,194 | | | | 4,845,659 | |
Monster Beverage Corp.(a) | | | 30,087 | | | | 1,494,722 | |
PepsiCo, Inc. | | | 104,538 | | | | 12,073,094 | |
Philip Morris International, Inc. | | | 113,687 | | | | 13,352,538 | |
Procter & Gamble Co. | | | 187,213 | | | | 16,315,613 | |
Reynolds American, Inc. | | | 59,792 | | | | 3,888,872 | |
Sysco Corp. | | | 35,635 | | | | 1,793,510 | |
Tyson Foods, Inc. Class A | | | 21,491 | | | | 1,345,981 | |
Wal-Mart Stores, Inc. | | | 107,699 | | | | 8,150,660 | |
Walgreens Boots Alliance, Inc. | | | 62,413 | | | | 4,887,562 | |
Whole Foods Market, Inc. | | | 23,087 | | | | 972,194 | |
| | | | | | | | |
| | | | | | | 137,916,320 | |
| | | | | | | | |
Energy – 5.9% | | | | | |
Anadarko Petroleum Corp. | | | 41,744 | | | | 1,892,673 | |
Apache Corp. | | | 29,270 | | | | 1,402,911 | |
Baker Hughes, Inc. | | | 30,594 | | | | 1,667,679 | |
Cabot Oil & Gas Corp. | | | 33,722 | | | | 845,748 | |
Chesapeake Energy Corp.(a) | | | 45,894 | | | | 228,093 | |
Chevron Corp. | | | 139,934 | | | | 14,599,314 | |
Cimarex Energy Co. | | | 6,942 | | | | 652,617 | |
Concho Resources, Inc.(a) | | | 11,100 | | | | 1,348,983 | |
ConocoPhillips | | | 89,503 | | | | 3,934,552 | |
Devon Energy Corp. | | | 38,850 | | | | 1,242,034 | |
EOG Resources, Inc. | | | 43,263 | | | | 3,916,167 | |
EQT Corp. | | | 12,543 | | | | 734,894 | |
Exxon Mobil Corp. | | | 310,872 | | | | 25,096,697 | |
Halliburton Co. | | | 62,267 | | | | 2,659,424 | |
Helmerich & Payne, Inc. | | | 7,974 | | | | 433,307 | |
Hess Corp. | | | 20,244 | | | | 888,104 | |
Kinder Morgan, Inc. | | | 140,676 | | | | 2,695,352 | |
Marathon Oil Corp. | | | 65,189 | | | | 772,490 | |
Marathon Petroleum Corp. | | | 39,302 | | | | 2,056,674 | |
Murphy Oil Corp. | | | 11,662 | | | | 298,897 | |
National Oilwell Varco, Inc. | | | 26,341 | | | | 867,673 | |
Newfield Exploration Co.(a) | | | 15,685 | | | | 446,395 | |
Noble Energy, Inc. | | | 32,895 | | | | 930,928 | |
Occidental Petroleum Corp. | | | 57,235 | | | | 3,426,659 | |
ONEOK, Inc. | | | 27,904 | | | | 1,455,473 | |
Phillips 66 | | | 33,092 | | | | 2,736,377 | |
Pioneer Natural Resources Co. | | | 12,724 | | | | 2,030,496 | |
Range Resources Corp. | | | 14,541 | | | | 336,915 | |
Schlumberger, Ltd. | | | 101,793 | | | | 6,702,051 | |
TechnipFMC PLC(a) | | | 36,209 | | | | 984,885 | |
Tesoro Corp. | | | 11,949 | | | | 1,118,426 | |
Transocean, Ltd.(a) | | | 27,890 | | | | 229,535 | |
Valero Energy Corp. | | | 32,486 | | | | 2,191,506 | |
Williams Cos., Inc. | | | 62,910 | | | | 1,904,915 | |
| | | | | | | | |
| | | | | | | 92,728,844 | |
| | | | | | | | |
Financials – 14.3% | | | | | |
Affiliated Managers Group, Inc. | | | 4,276 | | | | 709,217 | |
Aflac, Inc. | | | 28,237 | | | | 2,193,450 | |
Allstate Corp. | | | 26,167 | | | | 2,314,209 | |
American Express Co. | | | 55,552 | | | | 4,679,701 | |
American International Group, Inc. | | | 63,532 | | | | 3,972,021 | |
Ameriprise Financial, Inc. | | | 11,663 | | | | 1,484,583 | |
Aon PLC | | | 19,582 | | | | 2,603,427 | |
Arthur J Gallagher & Co. | | | 12,000 | | | | 687,000 | |
Assurant, Inc. | | | 3,946 | | | | 409,161 | |
Bank of America Corp. | | | 728,866 | | | | 17,682,289 | |
Bank of New York Mellon Corp. | | | 75,791 | | | | 3,866,857 | |
BB&T Corp. | | | 60,639 | | | | 2,753,617 | |
Berkshire Hathaway, Inc. Class B(a) | | | 139,619 | | | | 23,647,270 | |
BlackRock, Inc. | | | 8,918 | | | | 3,767,052 | |
Capital One Financial Corp. | | | 36,068 | | | | 2,979,938 | |
CBOE Holdings, Inc. | | | 6,800 | | | | 621,520 | |
Charles Schwab Corp. | | | 90,989 | | | | 3,908,887 | |
Chubb, Ltd. | | | 33,741 | | | | 4,905,267 | |
Cincinnati Financial Corp. | | | 11,705 | | | | 848,027 | |
Citigroup, Inc. | | | 201,393 | | | | 13,469,164 | |
Citizens Financial Group, Inc. | | | 38,900 | | | | 1,387,952 | |
CME Group, Inc. | | | 24,392 | | | | 3,054,854 | |
Comerica, Inc. | | | 13,017 | | | | 953,365 | |
Discover Financial Services | | | 27,677 | | | | 1,721,233 | |
E*TRADE Financial Corp.(a) | | | 20,489 | | | | 779,197 | |
Everest Re Group, Ltd. | | | 3,300 | | | | 840,147 | |
Fifth Third Bancorp | | | 57,554 | | | | 1,494,102 | |
Franklin Resources, Inc. | | | 26,151 | | | | 1,171,303 | |
Goldman Sachs Group, Inc. | | | 26,988 | | | | 5,988,637 | |
Hartford Financial Services Group, Inc. | | | 27,930 | | | | 1,468,280 | |
Huntington Bancshares, Inc. | | | 75,965 | | | | 1,027,047 | |
Intercontinental Exchange, Inc. | | | 44,625 | | | | 2,941,680 | |
Invesco, Ltd. | | | 28,289 | | | | 995,490 | |
JPMorgan Chase & Co. | | | 260,472 | | | | 23,807,141 | |
KeyCorp | | | 82,179 | | | | 1,540,034 | |
Leucadia National Corp. | | | 23,809 | | | | 622,843 | |
Lincoln National Corp. | | | 16,710 | | | | 1,129,262 | |
Loews Corp. | | | 20,312 | | | | 950,805 | |
M&T Bank Corp. | | | 10,834 | | | | 1,754,566 | |
Marsh & McLennan Cos., Inc. | | | 37,434 | | | | 2,918,355 | |
MetLife, Inc. | | | 80,626 | | | | 4,429,592 | |
Moody’s Corp. | | | 12,234 | | | | 1,488,633 | |
Morgan Stanley | | | 104,255 | | | | 4,645,603 | |
Nasdaq, Inc. | | | 9,225 | | | | 659,495 | |
Navient Corp. | | | 16,541 | | | | 275,408 | |
Northern Trust Corp. | | | 16,510 | | | | 1,604,937 | |
People’s United Financial, Inc. | | | 22,434 | | | | 396,184 | |
PNC Financial Services Group, Inc. | | | 35,142 | | | | 4,388,182 | |
Principal Financial Group, Inc. | | | 20,726 | | | | 1,327,915 | |
Progressive Corp. | | | 44,152 | | | | 1,946,662 | |
Prudential Financial, Inc. | | | 32,137 | | | | 3,475,295 | |
Raymond James Financial, Inc. | | | 9,600 | | | | 770,112 | |
Regions Financial Corp. | | | 86,943 | | | | 1,272,846 | |
See accompanying notes to financial statements.
3
State Street Master Funds
State Street Equity 500 Index Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – (continued) | | | | | |
Financials – (continued) | | | | | |
S&P Global, Inc. | | | 18,798 | | | $ | 2,744,320 | |
State Street Corp.(c) | | | 25,847 | | | | 2,319,251 | |
SunTrust Banks, Inc. | | | 34,882 | | | | 1,978,507 | |
Synchrony Financial | | | 55,271 | | | | 1,648,181 | |
T Rowe Price Group, Inc. | | | 18,520 | | | | 1,374,369 | |
Torchmark Corp. | | | 8,384 | | | | 641,376 | |
Travelers Cos., Inc. | | | 20,598 | | | | 2,606,265 | |
Unum Group | | | 17,324 | | | | 807,818 | |
US Bancorp | | | 116,830 | | | | 6,065,814 | |
Wells Fargo & Co. | | | 330,646 | | | | 18,321,095 | |
Willis Towers Watson PLC | | | 9,479 | | | | 1,378,815 | |
XL Group, Ltd. | | | 20,520 | | | | 898,776 | |
Zions Bancorp | | | 15,258 | | | | 669,979 | |
| | | | | | | | |
| | | | | | | 222,184,380 | |
| | | | | | | | |
Health Care – 14.2% | | | | | |
Abbott Laboratories | | | 125,749 | | | | 6,112,659 | |
AbbVie, Inc. | | | 116,363 | | | | 8,437,481 | |
Aetna, Inc. | | | 23,915 | | | | 3,631,014 | |
Agilent Technologies, Inc. | | | 22,475 | | | | 1,332,992 | |
Alexion Pharmaceuticals, Inc.(a) | | | 15,927 | | | | 1,937,838 | |
Align Technology, Inc.(a) | | | 6,100 | | | | 915,732 | |
Allergan PLC | | | 24,426 | | | | 5,937,716 | |
AmerisourceBergen Corp. | | | 12,552 | | | | 1,186,541 | |
Amgen, Inc. | | | 53,791 | | | | 9,264,424 | |
Anthem, Inc. | | | 19,319 | | | | 3,634,483 | |
Baxter International, Inc. | | | 36,370 | | | | 2,201,840 | |
Becton Dickinson and Co. | | | 16,604 | | | | 3,239,606 | |
Biogen, Inc.(a) | | | 15,747 | | | | 4,273,106 | |
Boston Scientific Corp.(a) | | | 101,577 | | | | 2,815,714 | |
Bristol-Myers Squibb Co. | | | 119,812 | | | | 6,675,925 | |
C.R. Bard, Inc. | | | 5,462 | | | | 1,726,593 | |
Cardinal Health, Inc. | | | 23,924 | | | | 1,864,158 | |
Celgene Corp.(a) | | | 56,765 | | | | 7,372,071 | |
Centene Corp.(a) | | | 13,500 | | | | 1,078,380 | |
Cerner Corp.(a) | | | 22,263 | | | | 1,479,822 | |
Cigna Corp. | | | 19,211 | | | | 3,215,729 | |
Cooper Cos., Inc. | | | 3,900 | | | | 933,738 | |
Danaher Corp. | | | 45,578 | | | | 3,846,327 | |
DaVita, Inc.(a) | | | 11,472 | | | | 742,927 | |
DENTSPLY SIRONA, Inc. | | | 17,366 | | | | 1,126,011 | |
Edwards Lifesciences Corp.(a) | | | 15,790 | | | | 1,867,010 | |
Eli Lilly & Co. | | | 71,257 | | | | 5,864,451 | |
Envision Healthcare Corp.(a) | | | 9,118 | | | | 571,425 | |
Express Scripts Holding Co.(a) | | | 43,847 | | | | 2,799,192 | |
Gilead Sciences, Inc. | | | 96,446 | | | | 6,826,448 | |
HCA Healthcare, Inc.(a) | | | 20,400 | | | | 1,778,880 | |
Henry Schein, Inc.(a) | | | 5,500 | | | | 1,006,610 | |
Hologic, Inc.(a) | | | 22,100 | | | | 1,002,898 | |
Humana, Inc. | | | 10,817 | | | | 2,602,787 | |
IDEXX Laboratories, Inc.(a) | | | 6,100 | | | | 984,662 | |
Illumina, Inc.(a) | | | 10,900 | | | | 1,891,368 | |
Incyte Corp.(a) | | | 11,900 | | | | 1,498,329 | |
Intuitive Surgical, Inc.(a) | | | 2,652 | | | | 2,480,601 | |
Johnson & Johnson | | | 197,641 | | | | 26,145,928 | |
Laboratory Corp. of America Holdings(a) | | | 7,447 | | | | 1,147,881 | |
Mallinckrodt PLC(a) | | | 8,200 | | | | 367,442 | |
McKesson Corp. | | | 15,831 | | | | 2,604,833 | |
Medtronic PLC | | | 99,804 | | | | 8,857,605 | |
Merck & Co., Inc. | | | 199,998 | | | | 12,817,872 | |
Mettler-Toledo International, Inc.(a) | | | 1,800 | | | | 1,059,372 | |
Mylan NV(a) | | | 33,907 | | | | 1,316,270 | |
Patterson Cos., Inc. | | | 6,459 | | | | 303,250 | |
PerkinElmer, Inc. | | | 7,032 | | | | 479,160 | |
Perrigo Co. PLC | | | 9,814 | | | | 741,153 | |
Pfizer, Inc. | | | 439,948 | | | | 14,777,853 | |
Quest Diagnostics, Inc. | | | 10,158 | | | | 1,129,163 | |
Regeneron Pharmaceuticals, Inc.(a) | | | 5,658 | | | | 2,778,870 | |
Stryker Corp. | | | 22,395 | | | | 3,107,978 | |
Thermo Fisher Scientific, Inc. | | | 28,612 | | | | 4,991,936 | |
UnitedHealth Group, Inc. | | | 70,322 | | | | 13,039,105 | |
Universal Health Services, Inc. Class B | | | 6,800 | | | | 830,144 | |
Varian Medical Systems, Inc.(a) | | | 7,531 | | | | 777,124 | |
Vertex Pharmaceuticals, Inc.(a) | | | 18,348 | | | | 2,364,507 | |
Waters Corp.(a) | | | 6,215 | | | | 1,142,566 | |
Zimmer Biomet Holdings, Inc. | | | 14,827 | | | | 1,903,787 | |
Zoetis, Inc. | | | 36,628 | | | | 2,284,855 | |
| | | | | | | | |
| | | | | | | 221,126,142 | |
| | | | | | | | |
Industrials – 10.1% | | | | | |
3M Co. | | | 43,543 | | | | 9,065,217 | |
Acuity Brands, Inc. | | | 3,000 | | | | 609,840 | |
Alaska Air Group, Inc. | | | 9,000 | | | | 807,840 | |
Allegion PLC | | | 7,537 | | | | 611,401 | |
American Airlines Group, Inc. | | | 34,700 | | | | 1,746,104 | |
AMETEK, Inc. | | | 15,701 | | | | 951,010 | |
Arconic, Inc. | | | 33,663 | | | | 762,467 | |
Boeing Co. | | | 40,924 | | | | 8,092,721 | |
C.H. Robinson Worldwide, Inc. | | | 9,582 | | | | 658,092 | |
Caterpillar, Inc. | | | 42,455 | | | | 4,562,214 | |
Cintas Corp. | | | 6,922 | | | | 872,449 | |
CSX Corp. | | | 68,559 | | | | 3,740,579 | |
Cummins, Inc. | | | 11,744 | | | | 1,905,112 | |
Deere & Co. | | | 21,754 | | | | 2,688,577 | |
Delta Air Lines, Inc. | | | 53,666 | | | | 2,884,011 | |
Dover Corp. | | | 12,345 | | | | 990,316 | |
Eaton Corp. PLC | | | 32,399 | | | | 2,521,614 | |
Emerson Electric Co. | | | 48,769 | | | | 2,907,608 | |
Equifax, Inc. | | | 8,395 | | | | 1,153,641 | |
Expeditors International of Washington, Inc. | | | 14,444 | | | | 815,797 | |
Fastenal Co. | | | 20,242 | | | | 881,134 | |
FedEx Corp. | | | 17,950 | | | | 3,901,073 | |
Flowserve Corp. | | | 9,555 | | | | 443,639 | |
Fluor Corp. | | | 10,956 | | | | 501,566 | |
Fortive Corp. | | | 22,139 | | | | 1,402,506 | |
Fortune Brands Home & Security, Inc. | | | 10,100 | | | | 658,924 | |
General Dynamics Corp. | | | 20,589 | | | | 4,078,681 | |
General Electric Co. | | | 639,149 | | | | 17,263,414 | |
Honeywell International, Inc. | | | 55,903 | | | | 7,451,311 | |
IHS Markit, Ltd.(a) | | | 23,400 | | | | 1,030,536 | |
Illinois Tool Works, Inc. | | | 23,071 | | | | 3,304,921 | |
Ingersoll-Rand PLC | | | 19,016 | | | | 1,737,872 | |
Jacobs Engineering Group, Inc. | | | 9,657 | | | | 525,244 | |
See accompanying notes to financial statements.
4
State Street Master Funds
State Street Equity 500 Index Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – (continued) | | | | | |
Industrials – (continued) | | | | | |
JB Hunt Transport Services, Inc. | | | 7,000 | | | $ | 639,660 | |
Johnson Controls International PLC | | | 68,593 | | | | 2,974,192 | |
Kansas City Southern | | | 8,604 | | | | 900,409 | |
L3 Technologies, Inc. | | | 5,365 | | | | 896,384 | |
Lockheed Martin Corp. | | | 18,390 | | | | 5,105,248 | |
Masco Corp. | | | 21,639 | | | | 826,826 | |
Nielsen Holdings PLC | | | 23,375 | | | | 903,678 | |
Norfolk Southern Corp. | | | 20,768 | | | | 2,527,466 | |
Northrop Grumman Corp. | | | 12,586 | | | | 3,230,952 | |
PACCAR, Inc. | | | 26,035 | | | | 1,719,351 | |
Parker-Hannifin Corp. | | | 10,114 | | | | 1,616,419 | |
Pentair PLC | | | 11,791 | | | | 784,573 | |
Quanta Services, Inc.(a) | | | 11,593 | | | | 381,642 | |
Raytheon Co. | | | 20,936 | | | | 3,380,745 | |
Republic Services, Inc. | | | 15,814 | | | | 1,007,826 | |
Robert Half International, Inc. | | | 9,374 | | | | 449,296 | |
Rockwell Automation, Inc. | | | 9,379 | | | | 1,519,023 | |
Rockwell Collins, Inc. | | | 12,100 | | | | 1,271,468 | |
Roper Technologies, Inc. | | | 7,535 | | | | 1,744,579 | |
Snap-on, Inc. | | | 4,572 | | | | 722,376 | |
Southwest Airlines Co. | | | 44,027 | | | | 2,735,838 | |
Stanley Black & Decker, Inc. | | | 11,650 | | | | 1,639,504 | |
Stericycle, Inc.(a) | | | 6,604 | | | | 504,017 | |
Textron, Inc. | | | 20,506 | | | | 965,833 | |
TransDigm Group, Inc. | | | 3,400 | | | | 914,158 | |
Union Pacific Corp. | | | 60,038 | | | | 6,538,739 | |
United Continental Holdings, Inc.(a) | | | 20,100 | | | | 1,512,525 | |
United Parcel Service, Inc. Class B | | | 50,155 | | | | 5,546,641 | |
United Rentals, Inc.(a) | | | 6,100 | | | | 687,531 | |
United Technologies Corp. | | | 54,627 | | | | 6,670,503 | |
Verisk Analytics, Inc.(a) | | | 12,100 | | | | 1,020,877 | |
W.W. Grainger, Inc. | | | 4,012 | | | | 724,286 | |
Waste Management, Inc. | | | 30,604 | | | | 2,244,803 | |
Xylem, Inc. | | | 14,134 | | | | 783,448 | |
| | | | | | | | |
| | | | | | | 156,618,247 | |
| | | | | | | | |
Information Technology – 21.8% | | | | | |
Accenture PLC Class A | | | 45,282 | | | | 5,600,478 | |
Activision Blizzard, Inc. | | | 50,900 | | | | 2,930,313 | |
Adobe Systems, Inc.(a) | | | 36,013 | | | | 5,093,679 | |
Advanced Micro Devices, Inc.(a) | | | 57,800 | | | | 721,344 | |
Akamai Technologies, Inc.(a) | | | 12,634 | | | | 629,299 | |
Alliance Data Systems Corp. | | | 4,204 | | | | 1,079,125 | |
Alphabet, Inc. Class A(a) | | | 21,823 | | | | 20,288,407 | |
Alphabet, Inc. Class C(a) | | | 21,845 | | | | 19,851,207 | |
Amphenol Corp. Class A | | | 22,880 | | | | 1,689,002 | |
Analog Devices, Inc. | | | 25,870 | | | | 2,012,686 | |
ANSYS, Inc.(a) | | | 6,900 | | | | 839,592 | |
Apple, Inc. | | | 383,064 | | | | 55,168,877 | |
Applied Materials, Inc. | | | 80,753 | | | | 3,335,906 | |
Autodesk, Inc.(a) | | | 14,370 | | | | 1,448,783 | |
Automatic Data Processing, Inc. | | | 32,165 | | | | 3,295,626 | |
Broadcom, Ltd. | | | 29,235 | | | | 6,813,217 | |
CA, Inc. | | | 24,759 | | | | 853,443 | |
Cars.com, Inc.(a) | | | 1 | | | | 27 | |
Cisco Systems, Inc. | | | 366,929 | | | | 11,484,878 | |
Citrix Systems, Inc.(a) | | | 11,478 | | | | 913,419 | |
Cognizant Technology Solutions Corp. Class A | | | 42,227 | | | | 2,803,873 | |
Corning, Inc. | | | 66,550 | | | | 1,999,827 | |
CSRA, Inc. | | | 9,732 | | | | 308,991 | |
DXC Technology Co. | | | 21,191 | | | | 1,625,773 | |
eBay, Inc.(a) | | | 75,358 | | | | 2,631,501 | |
Electronic Arts, Inc.(a) | | | 23,121 | | | | 2,444,352 | |
F5 Networks, Inc.(a) | | | 5,059 | | | | 642,796 | |
Facebook, Inc. Class A(a) | | | 174,307 | | | | 26,316,871 | |
Fidelity National Information Services, Inc. | | | 24,386 | | | | 2,082,564 | |
Fiserv, Inc.(a) | | | 15,142 | | | | 1,852,472 | |
FLIR Systems, Inc. | | | 11,839 | | | | 410,340 | |
Gartner, Inc.(a) | | | 6,700 | | | | 827,517 | |
Global Payments, Inc. | | | 11,275 | | | | 1,018,358 | |
Harris Corp. | | | 8,598 | | | | 937,870 | |
Hewlett Packard Enterprise Co. | | | 124,463 | | | | 2,064,841 | |
HP, Inc. | | | 120,363 | | | | 2,103,945 | |
Intel Corp. | | | 346,520 | | | | 11,691,585 | |
International Business Machines Corp. | | | 63,347 | | | | 9,744,669 | |
Intuit, Inc. | | | 17,326 | | | | 2,301,066 | |
Juniper Networks, Inc. | | | 27,844 | | | | 776,291 | |
KLA-Tencor Corp. | | | 11,473 | | | | 1,049,894 | |
Lam Research Corp. | | | 11,581 | | | | 1,637,901 | |
Mastercard, Inc. Class A | | | 69,649 | | | | 8,458,871 | |
Microchip Technology, Inc. | | | 16,206 | | | | 1,250,779 | |
Micron Technology, Inc.(a) | | | 74,428 | | | | 2,222,420 | |
Microsoft Corp. | | | 568,677 | | | | 39,198,906 | |
Motorola Solutions, Inc. | | | 12,428 | | | | 1,078,005 | |
NetApp, Inc. | | | 19,943 | | | | 798,717 | |
NVIDIA Corp. | | | 43,912 | | | | 6,347,919 | |
Oracle Corp. | | | 220,970 | | | | 11,079,436 | |
Paychex, Inc. | | | 23,831 | | | | 1,356,937 | |
PayPal Holdings, Inc.(a) | | | 80,758 | | | | 4,334,282 | |
Qorvo, Inc.(a) | | | 9,800 | | | | 620,536 | |
QUALCOMM, Inc. | | | 108,385 | | | | 5,985,020 | |
Red Hat, Inc.(a) | | | 12,530 | | | | 1,199,747 | |
salesforce.com, Inc.(a) | | | 49,005 | | | | 4,243,833 | |
Seagate Technology PLC | | | 22,976 | | | | 890,320 | |
Skyworks Solutions, Inc. | | | 13,600 | | | | 1,304,920 | |
Symantec Corp. | | | 45,903 | | | | 1,296,760 | |
Synopsys, Inc.(a) | | | 11,300 | | | | 824,109 | |
TE Connectivity, Ltd. | | | 26,449 | | | | 2,081,007 | |
Texas Instruments, Inc. | | | 73,306 | | | | 5,639,431 | |
Total System Services, Inc. | | | 13,399 | | | | 780,492 | |
VeriSign, Inc.(a) | | | 6,920 | | | | 643,283 | |
Visa, Inc. Class A | | | 135,040 | | | | 12,664,051 | |
Western Digital Corp. | | | 21,706 | | | | 1,923,152 | |
Western Union Co. | | | 37,340 | | | | 711,327 | |
Xerox Corp. | | | 15,823 | | | | 454,595 | |
Xilinx, Inc. | | | 18,542 | | | | 1,192,621 | |
| | | | | | | | |
| | | | | | | 339,904,081 | |
| | | | | | | | |
Materials – 2.8% | | | | | |
Air Products & Chemicals, Inc. | | | 16,207 | | | | 2,318,573 | |
Albemarle Corp. | | | 8,400 | | | | 886,536 | |
Avery Dennison Corp. | | | 6,518 | | | | 575,996 | |
See accompanying notes to financial statements.
5
State Street Master Funds
State Street Equity 500 Index Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – (continued) | | | | | |
Materials – (continued) | | | | | |
Ball Corp. | | | 25,716 | | | $ | 1,085,472 | |
CF Industries Holdings, Inc. | | | 16,730 | | | | 467,771 | |
Dow Chemical Co. | | | 81,690 | | | | 5,152,188 | |
E.I. du Pont de Nemours & Co. | | | 63,294 | | | | 5,108,459 | |
Eastman Chemical Co. | | | 10,672 | | | | 896,341 | |
Ecolab, Inc. | | | 18,665 | | | | 2,477,779 | |
FMC Corp. | | | 10,522 | | | | 768,632 | |
Freeport-McMoRan, Inc.(a) | | | 99,564 | | | | 1,195,764 | |
International Flavors & Fragrances, Inc. | | | 5,880 | | | | 793,800 | |
International Paper Co. | | | 30,508 | | | | 1,727,058 | |
LyondellBasell Industries NV Class A | | | 24,252 | | | | 2,046,626 | |
Martin Marietta Materials, Inc. | | | 4,855 | | | | 1,080,626 | |
Monsanto Co. | | | 32,794 | | | | 3,881,498 | |
Mosaic Co. | | | 27,716 | | | | 632,756 | |
Newmont Mining Corp. | | | 36,973 | | | | 1,197,555 | |
Nucor Corp. | | | 24,606 | | | | 1,423,949 | |
PPG Industries, Inc. | | | 18,988 | | | | 2,087,921 | |
Praxair, Inc. | | | 20,800 | | | | 2,757,040 | |
Sealed Air Corp. | | | 15,169 | | | | 678,964 | |
Sherwin-Williams Co. | | | 6,087 | | | | 2,136,294 | |
Vulcan Materials Co. | | | 9,790 | | | | 1,240,197 | |
WestRock Co. | | | 19,148 | | | | 1,084,926 | |
| | | | | | | | |
| | | | | | | 43,702,721 | |
| | | | | | | | |
Real Estate – 2.9% | | | | | |
Alexandria Real Estate Equities, Inc. REIT | | | 6,700 | | | | 807,149 | |
American Tower Corp. REIT | | | 31,882 | | | | 4,218,626 | |
Apartment Investment & Management Co. Class A REIT | | | 11,865 | | | | 509,839 | |
AvalonBay Communities, Inc. REIT | | | 9,729 | | | | 1,869,622 | |
Boston Properties, Inc. REIT | | | 11,421 | | | | 1,405,011 | |
CBRE Group, Inc. Class A(a) | | | 21,708 | | | | 790,171 | |
Crown Castle International Corp. REIT | | | 26,842 | | | | 2,689,032 | |
Digital Realty Trust, Inc. REIT | | | 12,000 | | | | 1,355,400 | |
Equinix, Inc. REIT | | | 5,738 | | | | 2,462,520 | |
Equity Residential REIT | | | 27,038 | | | | 1,779,912 | |
Essex Property Trust, Inc. REIT | | | 5,055 | | | | 1,300,500 | |
Extra Space Storage, Inc. REIT | | | 9,500 | | | | 741,000 | |
Federal Realty Investment Trust REIT | | | 5,400 | | | | 682,506 | |
GGP, Inc. REIT | | | 42,942 | | | | 1,011,713 | |
HCP, Inc. REIT | | | 32,677 | | | | 1,044,357 | |
Host Hotels & Resorts, Inc. REIT | | | 54,259 | | | | 991,312 | |
Iron Mountain, Inc. REIT | | | 18,074 | | | | 621,023 | |
Kimco Realty Corp. REIT | | | 32,916 | | | | 604,009 | |
Macerich Co. REIT | | | 8,645 | | | | 501,929 | |
Mid-America Apartment Communities, Inc. REIT | | | 8,800 | | | | 927,344 | |
Prologis, Inc. REIT | | | 39,347 | | | | 2,307,308 | |
Public Storage REIT | | | 11,152 | | | | 2,325,527 | |
Realty Income Corp. REIT | | | 19,800 | | | | 1,092,564 | |
Regency Centers Corp. REIT | | | 10,899 | | | | 682,713 | |
Simon Property Group, Inc. REIT | | | 22,535 | | | | 3,645,262 | |
SL Green Realty Corp. REIT | | | 8,000 | | | | 846,400 | |
UDR, Inc. REIT | | | 20,100 | | | | 783,297 | |
Ventas, Inc. REIT | | | 26,803 | | | | 1,862,272 | |
Vornado Realty Trust REIT | | | 13,046 | | | | 1,225,019 | |
Welltower, Inc. REIT | | | 26,881 | | | | 2,012,043 | |
Weyerhaeuser Co. REIT | | | 55,198 | | | | 1,849,133 | |
| | | | | | | | |
| | | | | | | 44,944,513 | |
| | | | | | | | |
Telecommunication Services – 2.1% | | | | | |
AT&T, Inc. | | | 453,318 | | | | 17,103,688 | |
CenturyLink, Inc. | | | 37,273 | | | | 890,079 | |
Level 3 Communications, Inc.(a) | | | 21,500 | | | | 1,274,950 | |
Verizon Communications, Inc. | | | 301,251 | | | | 13,453,870 | |
| | | | | | | | |
| | | | | | | 32,722,587 | |
| | | | | | | | |
Utilities – 3.1% | | | | | |
AES Corp. | | | 49,859 | | | | 553,933 | |
Alliant Energy Corp. | | | 18,500 | | | | 743,145 | |
Ameren Corp. | | | 18,956 | | | | 1,036,325 | |
American Electric Power Co., Inc. | | | 35,743 | | | | 2,483,066 | |
American Water Works Co., Inc. | | | 12,300 | | | | 958,785 | |
CenterPoint Energy, Inc. | | | 33,235 | | | | 909,974 | |
CMS Energy Corp. | | | 22,101 | | | | 1,022,171 | |
Consolidated Edison, Inc. | | | 21,500 | | | | 1,737,630 | |
Dominion Energy, Inc. | | | 46,968 | | | | 3,599,158 | |
DTE Energy Co. | | | 13,239 | | | | 1,400,554 | |
Duke Energy Corp. | | | 51,591 | | | | 4,312,492 | |
Edison International | | | 24,205 | | | | 1,892,589 | |
Entergy Corp. | | | 12,200 | | | | 936,594 | |
Eversource Energy | | | 22,043 | | | | 1,338,231 | |
Exelon Corp. | | | 69,359 | | | | 2,501,779 | |
FirstEnergy Corp. | | | 32,229 | | | | 939,798 | |
NextEra Energy, Inc. | | | 33,957 | | | | 4,758,394 | |
NiSource, Inc. | | | 23,078 | | | | 585,258 | |
NRG Energy, Inc. | | | 22,498 | | | | 387,416 | |
PG&E Corp. | | | 37,712 | | | | 2,502,945 | |
Pinnacle West Capital Corp. | | | 8,756 | | | | 745,661 | |
PPL Corp. | | | 50,456 | | | | 1,950,629 | |
Public Service Enterprise Group, Inc. | | | 37,536 | | | | 1,614,423 | |
SCANA Corp. | | | 11,501 | | | | 770,682 | |
Sempra Energy | | | 18,924 | | | | 2,133,681 | |
Southern Co. | | | 73,384 | | | | 3,513,626 | |
WEC Energy Group, Inc. | | | 23,287 | | | | 1,429,356 | |
Xcel Energy, Inc. | | | 37,600 | | | | 1,725,088 | |
| | | | | | | | |
| | | | | | | 48,483,383 | |
| | | | | | | | |
TOTAL COMMON STOCKS (Cost $504,961,064) | | | | | | | 1,528,090,317 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS – 1.8% | | | | | |
MONEY MARKET FUNDS – 1.6% | | | | | |
State Street Institutional U.S. Government Money Market Fund, Class G Shares 0.92%(d)(e) | | | 23,982,498 | | | | 23,982,498 | |
State Street Navigator Securities Lending Government Money Market Portfolio(d)(f) | | | 334,739 | | | | 334,739 | |
| | | | | | | | |
| | | | | | | 24,317,237 | |
| | | | | | | | |
See accompanying notes to financial statements.
6
State Street Master Funds
State Street Equity 500 Index Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | |
Security Description | | Shares | | | Value | |
U.S. GOVERNMENT SECURITY – 0.2% | | | | | |
U.S. Treasury Bill 0.69%(g)(h) | | | 3,860,000 | | | $ | 3,857,576 | |
| | | | | | | | |
TOTAL SHORT-TERM INVESTMENTS (Cost $28,174,813) | | | | 28,174,813 | |
| | | | | | | | |
TOTAL INVESTMENTS – 100.0% (Cost $533,135,877) | | | | 1,556,265,130 | |
Other Assets in Excess of Liabilities – 0.0%(i) | | | | 251,850 | |
| | | | | | | | |
NET ASSETS – 100.0% | | | $ | 1,556,516,980 | |
| | | | | | | | |
(a) | Non-income producing security. |
(b) | All or a portion of the shares of the security are on loan at June 30, 2017. |
(c) | The Fund invested in an affiliated entity, State Street Corp. Amounts related to these transactions during the period ended June 30, 2017 are shown in the Affiliate Table below. |
(d) | The Fund invested in certain money market funds managed by SSGA Funds Management, Inc. Amounts related to these transactions during the period ended June 30, 2017 are shown in the Affiliate Table below. |
(e) | The rate shown is the annualized seven-day yield at June 30, 2017. |
(f) | Investment of cash collateral for securities loaned. |
(g) | All or part of this security has been designated as collateral for futures contracts. |
(h) | Rate represents annualized yield at date of purchase. |
(i) | Amount is less than 0.05% of net assets. |
| | |
REIT | | Real Estate Investment Trust |
The following table summarizes the value of the Fund’s investments according to the fair value hierarchy as of June 30, 2017.
| | | | | | | | | | | | | | | | |
Description | | Level 1 – Quoted Prices | | | Level 2 – Other Significant Observable Inputs | | | Level 3 – Significant Unobservable Inputs | | | Total | |
Assets: | | | | | | | | | | | | | | | | |
Investments: | | | | | | | | | | | | | | | | |
Common Stocks | | | | | | | | | | | | | | | | |
Consumer Discretionary | | $ | 187,759,099 | | | $ | – | | | $ | – | | | $ | 187,759,099 | |
Consumer Staples | | | 137,916,320 | | | | – | | | | – | | | | 137,916,320 | |
Energy | | | 92,728,844 | | | | – | | | | – | | | | 92,728,844 | |
Financials | | | 222,184,380 | | | | – | | | | – | | | | 222,184,380 | |
Health Care | | | 221,126,142 | | | | – | | | | – | | | | 221,126,142 | |
Industrials | | | 156,618,247 | | | | – | | | | – | | | | 156,618,247 | |
Information Technology | | | 339,904,081 | | | | – | | | | – | | | | 339,904,081 | |
Materials | | | 43,702,721 | | | | – | | | | – | | | | 43,702,721 | |
Real Estate | | | 44,944,513 | | | | – | | | | – | | | | 44,944,513 | |
Telecommunication Services | | | 32,722,587 | | | | – | | | | – | | | | 32,722,587 | |
Utilities | | | 48,483,383 | | | | – | | | | – | | | | 48,483,383 | |
Short-Term Investments | | | | | | | | | | | | | | | | |
Money Market Funds | | | 24,317,237 | | | | – | | | | – | | | | 24,317,237 | |
U.S. Government Security | | | – | | | | 3,857,576 | | | | – | | | | 3,857,576 | |
| | | | | | | | | | | | | | | | |
Total Investments | | $ | 1,552,407,554 | | | $ | 3,857,576 | | | $ | – | | | $ | 1,556,265,130 | |
| | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | |
Other Financial Instruments: | | | | | | | | | | | | | | | | |
Futures Contracts(a) | | $ | (118,234 | ) | | $ | – | | | $ | – | | | $ | (118,234 | ) |
| | | | | | | | | | | | | | | | |
Total Investments and Other Financial Instruments | | $ | 1,552,289,320 | | | $ | 3,857,576 | | | $ | – | | | $ | 1,556,146,896 | |
| | | | | | | | | | | | | | | | |
(a) | Futures Contracts are valued at unrealized appreciation (depreciation). |
At June 30, 2017, 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) | | | 09/15/2017 | | | | 252 | | | $ | 30,503,340 | | | $ | (118,234 | ) |
See accompanying notes to financial statements.
7
State Street Master Funds
State Street Equity 500 Index Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
During the period ended June 30, 2017, average notional value related to futures contracts was $28,337,908 or 2% of net assets.
Affiliate Table
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Number of shares held at 12/31/16 | | | Value at 12/31/16 | | | Shares purchased | | | Shares sold | | | Number of shares held at 6/30/17 | | | Value at 6/30/17 | | | Dividend income | | | Realized gain (loss) | |
State Street Corp. | | | 27,747 | | | $ | 2,156,497 | | | | – | | | | 151,033 | | | | 25,847 | | | $ | 2,319,251 | | | $ | 20,366 | | | $ | 43,261 | |
State Street Institutional U.S. Government Money Market Fund, Class G Shares | | | – | | | | – | | | | 37,747,576 | | | | 13,765,078 | | | | 23,982,498 | | | | 23,982,498 | | | | 26,359 | | | | – | |
State Street Institutional U.S. Government Money Market Fund, Premier Class | | | 18,425,570 | | | | 18,425,570 | | | | 78,281,942 | | | | 96,707,512 | | | | – | | | | – | | | | 42,426 | | | | – | |
State Street Navigator Securities Lending Government Money Market Portfolio | | | – | | | | – | | | | 17,233,135 | | | | 16,898,396 | | | | 334,739 | | | | 334,739 | | | | 3,809 | | | | – | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL | | | | | | $ | 20,582,067 | | | | | | | | | | | | | | | $ | 26,636,488 | | | $ | 92,960 | | | $ | 43,261 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
See accompanying notes to financial statements.
8
State Street Master Funds
State Street Equity 500 Index Portfolio
Statement of Assets and Liabilities
June 30, 2017 (Unaudited)
| | | | |
Assets | |
Investments in unaffiliated issuers, at value* (Note 2) | | $ | 1,529,628,642 | |
Investments in affiliated issuers, at value (Note 2) | | | 26,636,488 | |
| | | | |
Total investments | | | 1,556,265,130 | |
Cash | | | 1,188 | |
Receivable from broker – variation margin on open futures contracts | | | 11,339 | |
Dividends receivable – unaffiliated issuers (Note 2) | | | 1,514,005 | |
Dividends receivable – affiliated issuers (Notes 2 and 4) | | | 25,545 | |
Securities lending income receivable – affiliated issuers (Notes 4 and 8) | | | 3,961 | |
Receivable from Adviser (Note 4) | | | 3,701 | |
| | | | |
Total assets | | | 1,557,824,869 | |
| | | | |
Liabilities | |
Payable upon return of securities loaned | | | 334,739 | |
Payable for investments purchased | | | 630,979 | |
Advisory fee payable (Note 4) | | | 342,171 | |
| | | | |
Total liabilities | | | 1,307,889 | |
| | | | |
Net Assets | | $ | 1,556,516,980 | |
| | | | |
Cost of Investments: | |
Investments in unaffiliated issuers | | $ | 508,081,512 | |
Investments in affiliated issuers | | | 25,054,365 | |
| | | | |
Total cost of investments | | $ | 533,135,877 | |
| | | | |
* Includes investments in securities on loan, at value | | $ | 14,235,332 | |
| | | | |
See accompanying notes to financial statements.
9
State Street Master Funds
State Street Equity 500 Index Portfolio
Statement of Operations
For the Six Months Ended June 30, 2017 (Unaudited)
| | | | |
Investment Income | |
Interest income – unaffiliated issuers (Note 2) | | $ | 11,743 | |
Dividend income – unaffiliated issuers (Note 2) | | | 15,498,475 | |
Dividend income – affiliated issuers (Note 2) | | | 89,153 | |
Affiliated securities lending income – net (Note 8) | | | 6,878 | |
Foreign taxes withheld | | | (54,210 | ) |
| | | | |
Total investment income (loss) | | | 15,552,039 | |
| | | | |
Expenses | |
Advisory fee (Note 4) | | | 344,128 | |
Miscellaneous expenses | | | 52 | |
| | | | |
Total expenses | | | 344,180 | |
| | | | |
Net expenses | | | 344,180 | |
| | | | |
Net Investment Income (Loss) | | | 15,207,859 | |
| | | | |
Realized and Unrealized Gain (Loss) | |
Net realized gain (loss) on: | | | | |
Investments – unaffiliated issuers | | | 41,575,905 | |
Investments – affiliated issuers | | | 43,261 | |
Futures contracts | | | 2,217,303 | |
| | | | |
Net realized gain (loss) | | | 43,836,469 | |
| | | | |
Net change in unrealized appreciation/depreciation on: | | | | |
Investments – unaffiliated issuers | | | 77,263,867 | |
Investments – affiliated issuers | | | 270,526 | |
Futures contracts | | | 74,441 | |
| | | | |
Net change in unrealized appreciation/depreciation | | | 77,608,834 | |
| | | | |
Net realized and unrealized gain (loss) | | | 121,445,303 | |
| | | | |
Net Increase (Decrease) in Net Assets from Operations | | $ | 136,653,162 | |
| | | | |
See accompanying notes to financial statements.
10
State Street Master Funds
State Street Equity 500 Index Portfolio
Statements of Changes in Net Assets
| | | | | | | | |
| | Six Months Ended 6/30/17 (Unaudited) | | | Year Ended 12/31/16 | |
Increase (Decrease) in Net Assets from Operations: | | | | | | | | |
Net investment income (loss) | | $ | 15,207,859 | | | $ | 33,251,620 | |
Net realized gain (loss) | | | 43,836,469 | | | | 105,963,108 | |
Net change in unrealized appreciation/depreciation | | | 77,608,834 | | | | 34,051,685 | |
| | | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | 136,653,162 | | | | 173,266,413 | |
| | | | | | | | |
Capital Transactions: | | | | | | | | |
Contributions | | | 28,810,479 | | | | 116,324,014 | |
Withdrawals | | | (127,759,335 | ) | | | (372,376,185 | ) |
| | | | | | | | |
Net Increase (Decrease) in Net Assets from Capital Transactions | | | (98,948,856 | ) | | | (256,052,171 | ) |
| | | | | | | | |
Net Increase (Decrease) in Net Assets During the Period | | | 37,704,306 | | | | (82,785,758 | ) |
| | | | | | | | |
Net Assets at Beginning of Period | | | 1,518,812,674 | | | | 1,601,598,432 | |
| | | | | | | | |
Net Assets at End of Period | | $ | 1,556,516,980 | | | $ | 1,518,812,674 | |
| | | | | | | | |
See accompanying notes to financial statements.
11
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:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended 6/30/17 (Unaudited) | | | 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) | | | 4.72 | % | | | 11.90 | % | | | 1.41 | % | | | 13.62 | % | | | 32.30 | % | | | 15.97 | % |
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (in 000s) | | $ | 1,556,517 | | | $ | 1,518,813 | | | $ | 1,601,598 | | | $ | 2,869,323 | | | $ | 2,739,594 | | | $ | 2,055,241 | |
Ratios to average net assets: | | | | | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 0.05 | %(b) | | | 0.05 | % | | | 0.05 | % | | | 0.05 | % | | | 0.05 | % | | | 0.05 | % |
Net expenses | | | 0.05 | %(b) | | | 0.04 | % | | | 0.05 | % | | | 0.05 | % | | | 0.05 | % | | | 0.05 | % |
Net investment income (loss) | | | 1.99 | %(b) | | | 2.18 | % | | | 2.00 | % | | | 1.98 | % | | | 2.05 | % | | | 2.26 | % |
Portfolio turnover rate | | | 1 | % | | | 5 | % | | | 7 | %(c) | | | 2 | %(c) | | | 4 | %(c) | | | 9 | %(c) |
(a) | Total return for periods less than one year is not annualized. Results represent past performance and are not indicative of future results. |
(c) | The portfolio turnover rate excludes in-kind security transactions. |
See accompanying notes to financial statements.
12
State Street Master Funds
State Street Equity 500 Index Portfolio
Notes to Financial Statements
June 30, 2017 (Unaudited)
State Street Master Funds (the “Trust”) a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), is an open-end management investment company.
As of June 30, 2017 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.
13
State Street Master Funds
State Street Equity 500 Index Portfolio
Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
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 (“NAV”) 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 an 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 |
14
State Street Master Funds
State Street Equity 500 Index Portfolio
Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
| • | | 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 June 30, 2017, 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 transfers between levels for the period ended June 30, 2017.
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. 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 Portfolio within the Trust.
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 Funds Management, Inc.’s (the “Adviser” or “SSGA FM”) 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 June 30, 2017, 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
15
State Street Master Funds
State Street Equity 500 Index Portfolio
Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
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 June 30, 2017, the Portfolio entered into futures contracts for cash equitization, for return enhancement and to facilitate daily liquidity.
The following tables summarize the value of the Portfolio’s derivative instruments as of June 30, 2017 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) | | $ | – | | | $ | – | | | $ | – | | | $ | (118,234 | ) | | $ | – | | | $ | (118,234 | ) |
(a) | Unrealized depreciation on open futures contracts. The Statement 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 | | $ | – | | | $ | – | | | $ | – | | | $ | 2,217,303 | | | $ | – | | | $ | 2,217,303 | |
16
State Street Master Funds
State Street Equity 500 Index Portfolio
Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
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 | | $ | – | | | $ | – | | | $ | – | | | $ | 74,441 | | | $ | – | | | $ | 74,441 | |
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 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.
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 0.045% of the Portfolio’s average daily net assets.
Other Transactions with Affiliates – Securities Lending
State Street, an affiliate of the Portfolio, acts as the securities lending agent for the Portfolio, pursuant to an amended and restated securities lending authorization agreement dated January 6, 2017.
Proceeds collected by State Street on investment of cash collateral or any fee income are allocated as follows (after deduction of such other amounts payable to State Street under the terms of the securities lending agreement): 85% payable to the Portfolio, and 15% payable to State Street.
In addition, cash collateral from lending activities is invested in the State Street Navigator Securities Lending Government Money Market Portfolio, an affiliated money market fund, for which SSGA FM serves as investment adviser. See Note 8 for additional information regarding securities lending.
Other Transactions with Affiliates
The Portfolio may invest in affiliated entities, including securities issued by State Street Corp., 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 June 30, 2017 are disclosed in the Schedule of Investments.
17
State Street Master Funds
State Street Equity 500 Index Portfolio
Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
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 June 30, 2017 were as follows:
| | | | |
Purchases | | Sales | |
$21,112,118 | | $ | 104,973,003 | |
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. 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. As of December 31, 2016, 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 June 30, 2017, 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 | | $ | 533,135,877 | | | $ | 1,035,666,346 | | | $ | 12,537,093 | | | $ | 1,023,129,253 | |
The Portfolio may lend securities to qualified broker-dealers or institutional investors. The loans are secured at all times by cash, cash equivalents or U.S. government securities in an amount at least equal to the market value of the securities loaned, plus accrued interest and dividends, determined on a daily basis and adjusted accordingly. The value of the collateral with respect to a loaned security may be temporarily more or less than the value of a security due to market fluctuations of securities values.
18
State Street Master Funds
State Street Equity 500 Index Portfolio
Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
With respect to each loan, if on any U.S. business day the aggregate market value of securities collateral plus cash collateral is less than the aggregate market value of the securities which are subject to the loan, the borrower will be notified to provide additional collateral on the next business day.
The Portfolio will regain record ownership of loaned securities to exercise certain beneficial rights; however, the Portfolio may bear the risk of delay in recovery of, or even loss of rights in the securities loaned should the borrower fail financially. In addition, the Portfolio will bear the risk of loss of any cash collateral that it may invest. The Portfolio receives compensation for lending its securities from interest or dividends earned on the cash, cash equivalents or U.S. government securities held as collateral, net of fee rebates paid to the borrower and net of fees paid to State Street as the lending agent. Additionally, the Portfolio will receive a fee from the borrower for non-cash collateral equal to a percentage of the market value of the loaned securities.
The market value of securities on loan as of June 30, 2017, and the value of the invested cash collateral are disclosed in the Portfolio’s Statement of Assets and Liabilities. Non-cash collateral is not disclosed in the Portfolio’s Statement of Assets and Liabilities as it is held by the lending agent on behalf of the Portfolio, and the Portfolio does not have the ability to re-hypothecate those securities. Securities lending income, as disclosed in the Portfolio’s Statement of Operations, represents the income earned from the non-cash collateral and the investment of cash collateral, net of fee rebates paid to the borrower and net of fees paid to State Street as lending agent.
The following is a summary of the Portfolio’s securities lending agreements and related cash and non-cash collateral received as of June 30, 2017:
| | | | | | | | | | | | | | | | |
Fund | | Market Value of Securities on Loan | | | Cash Collateral Received | | | Non Cash Collateral Received | | | Total Collateral Received | |
State Street Equity 500 Index Portfolio | | $ | 14,235,332 | | | $ | 334,739 | | | $ | 14,190,068 | | | $ | 14,524,807 | |
* | The non-cash collateral includes U.S. Treasuries and U.S. Government Agency securities. |
The following tables reflect a breakdown of transactions accounted for as secured borrowings, the gross obligation by the type of collateral pledged or securities loaned, and the remaining contractual maturity of those transactions as of June 30, 2017:
State Street Equity 500 Index Portfolio
| | | | | | | | | | | | | | | | | | | | |
| | Remaining Contractual Maturity of the Agreements As of June 30, 2017 | |
| | Overnight and Continuous | | | <30 days | | | Between 30 & 90 days | | | >90 days | | | Total | |
Securities Lending Transactions | | | | | | | | | | | | | | | | | | | | |
Common Stocks | | $ | 334,739 | | | $ | – | | | $ | – | | | $ | – | | | $ | 334,739 | |
Total Borrowings | | $ | 334,739 | | | $ | – | | | $ | – | | | $ | – | | | $ | 334,739 | |
Gross amount of recognized liabilities for securities lending transactions. | | | | | | | | | | | | | | | | | | $ | 334,739 | |
19
State Street Master Funds
State Street Equity 500 Index Portfolio
Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
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. The agreement expires October 12, 2017 unless extended or renewed.
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.
The Portfolio had no outstanding loans as of June 30, 2017.
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 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.
11. New Accounting Pronouncement
In October 2016, the U.S. Securities and Exchange Commission (the “SEC”) adopted new rules and amended existing rules (together, “final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management has evaluated the impact of the adoption of the amendments to Regulation S-X on the financial statements of the Portfolio and concluded that it will be limited to additional disclosures.
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.
20
State Street Master Funds
State Street Equity 500 Index Portfolio
Other Information
June 30, 2017 (Unaudited)
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 January 1, 2017 to June 30, 2017.
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 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 | % | | $ | 1,047.20 | | | $ | 0.25 | | | $ | 1,024.50 | | | $ | 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 181, then divided by 365. |
21
State Street Master Funds
State Street Equity 500 Index Portfolio
Other Information — (continued)
June 30, 2017 (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 1-800-997-7327, (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 its complete schedule of investments with the SEC for the first and third quarters of each fiscal year on Form N-Q. 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.
22
State Street Master Funds
State Street Equity 500 Index Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
Trustee Considerations in Approving Continuation of
Investment Advisory Agreement1
Overview of the Contract Review Process
Under the Investment Company Act of 1940, as amended (the “1940 Act”), 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 or its shareholders, and 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 (the “Trust”), met in person on April 24-25, 2017 and May 16-17, 2017, including in executive sessions attended by the Independent Trustees, to consider a proposal to approve, with respect to the State Street Equity 500 Index Portfolio (the “Portfolio”), 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. 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 Agreement. Following the April 24-25, 2017 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 16-17, 2017 meeting. The Independent Trustees considered, among other things, the following:
1 | Over the course of many years overseeing the Portfolio and other investment companies, 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. |
23
State Street Master Funds
State Street Equity 500 Index Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
Information about Performance, Expenses and Fees
| • | | A report prepared by an independent third-party provider of investment company data, which includes for the feeder fund (the “Fund”) for which the Portfolio serves as the master fund in a master-feeder structure: |
| • | | Comparisons of the Fund’s performance over the past one-, three-, five- and ten-year periods ended December 31, 2016, to the performance of an appropriate benchmark constructed by Broadridge Financial Solutions, Inc., the successor to Lipper, Inc. (“Broadridge”), for the Fund (the “Lipper Index”) and a universe of other mutual funds with similar investment objectives and policies (the “Performance Group” and/or the “Performance Universe”); |
| • | | 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 (the “Expense Group” and/or “Expense Universe”); |
| • | | 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 calendar years; 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 Fund; and |
| • | | Profitability analyses for (a) the Adviser with respect to the Portfolio and (b) affiliates of the Adviser that provide services to the Portfolio (“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 Portfolio. |
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 portfolio of the Portfolio; |
| • | | 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 Portfolio and its service providers, including the Adviser’s record of compliance with investment policies and restrictions and other operating policies of the Portfolio; |
24
State Street Master Funds
State Street Equity 500 Index Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
| • | | A description of the adequacy and sophistication of the Adviser’s technology and systems with respect to investment and administrative matters and a description of any material improvements or changes in technology or systems in the past year; |
| • | | 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 provided to the Portfolio by SSGA FM in its capacity as the Portfolio’s administrator (the “Administrator”); |
| • | | Information concerning the nature, extent, quality and cost of various non-investment management services provided to the Portfolio by affiliates of the Adviser, including the custodian, sub-administrator, transfer agent, fund accountant and securities lending agent of the Portfolio, and the role of the Adviser in managing the Portfolio’s relationship with these service providers; |
| • | | Copies of the Advisory Agreement and agreements with other service providers of the Portfolio; |
| • | | 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 Portfolio’s Adviser and Administrator, with respect to its operations relating to the Portfolio and its approximate profit margins before taxes from such operations for the calendar year ended December 31, 2016; and the relevant operations of other affiliated service providers to the Portfolio, together with their approximate profit margins from such relevant operations for the calendar year ended December 31, 2016; |
| • | | State Street Bank and Trust Company (“State Street”), the sub-administrator, custodian, transfer agent and securities lending agent for the Portfolio, with respect to its operations relating to the Portfolio; and |
| • | | State Street Global Advisors Funds Distributors, LLC, the principal underwriter and distributor of the shares of the Portfolio (the “Distributor”), with respect to its operations relating to the Portfolio; |
| • | | Information from SSGA FM, State Street and the Distributor with respect to the 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 16-17, 2017; |
| • | | Materials provided by Broadridge, circulated to the Independent Trustees and to Independent Counsel, with respect to the Fund; 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 Portfolio 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 Portfolio and the investment strategies used in pursuing the Portfolio’s investment objective.
25
State Street Master Funds
State Street Equity 500 Index Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
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 factor. Moreover, each Trustee may have placed varying emphasis on particular factors in reaching conclusions with respect to the Portfolio.
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 16-17, 2017 the Board, including a majority of the Independent Trustees, voted to approve the continuation of the Advisory Agreement effective June 1, 2017, for an additional year with respect to the Portfolio.
Nature, Extent and Quality of Services
In considering whether to approve the Advisory Agreement, the Board evaluated the nature, extent and quality of services provided to the Portfolio by the Adviser.
The Board considered the Adviser’s management capabilities and investment process with respect to the types of investments held by the Portfolio, including the education, experience and number of investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Portfolio. 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. The Board considered the extensive experience and resources committed by the Adviser to risk management, including with respect to investment risk, liquidity risk, operational risk, counterparty risk and model risk. The Board also took into account the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.
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 the Portfolio’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 Portfolio.
Portfolio Performance
The Board considered the Portfolio’s performance by evaluating the performance of the Fund. The Board compared the Fund’s investment performance to the performance of an appropriate benchmark
26
State Street Master Funds
State Street Equity 500 Index Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
and universe of comparable mutual funds for various time periods ended December 31, 2016. For purposes of these comparisons the Independent Trustees relied extensively on the Performance Group, Performance Universe and Lipper Index and the analyses of the related data provided by Broadridge.
The Board considered that the Fund’s performance was above the medians of its Performance Group and Performance Universe and above its Lipper Index for the 1-, 3-, 5- and 10-year periods.
On the basis of the foregoing and other relevant information, the Board concluded that the performance of the Portfolio is satisfactory based on the performance of the Fund in comparison to the performance of its Performance Group, Performance Universe or Lipper Index.
Management Fees and Expenses
The Board reviewed the contractual investment advisory fee rates payable by the Portfolio and actual fees paid by the Fund, net of waivers. As part of its review, the Board considered the Fund’s management fee and total expense ratio, including the portion attributable to administrative services provided by SSGA FM (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 the Fund. The Board also considered the comparability of the fees charged and the services provided to the 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 the Portfolio to limit the total expenses borne by shareholders of the Fund. The Board considered the investment advisory fee in the context of the overall master-feeder arrangement with the Fund.
The Board considered that the Fund’s actual management fee was below the medians of its Expense Group and Expense Universe. The Board also considered that the Fund’s total expenses were below the medians of its Expense Group and Expense Universe.
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 the Fund compare favorably to the fees and expenses of the Expense Group and Expense Universe and the fees and the expense ratio of the Portfolio 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 the Portfolio and to all funds within the fund complex. The Board considered other direct and indirect benefits received by SSGA FM and Affiliated Service Providers in connection with their relationships with the Portfolio, together with the profitability of each of the Affiliated Service Providers with respect to their services to the Portfolio and/or fund complex. The Board also considered the various risks borne by SSGA FM and State Street in connection with their various roles in servicing the Trust, including enterprise, litigation, business, operational and entrepreneurial risk. The Board noted that the Adviser does not currently have “soft dollar” arrangements in effect for trading the Portfolio’s investments.
27
State Street Master Funds
State Street Equity 500 Index Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
The Board concluded that the profitability of the Adviser with respect to the Portfolio, and the profitability range of each of the Affiliated Service Providers with respect to its services to the Portfolio, 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 the Portfolio and the fund complex, on the other hand, can expect to realize benefits from economies of scale as the assets of the Portfolio and fund complex increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of the Portfolio or the fund complex taken as a whole. The Board concluded that, in light of the current size of the Portfolio and the fund complex, the level of profitability of the Adviser and its affiliates with respect to the Portfolio and the fund complex over various time periods, and the comparative management fee and expense ratio of the 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 Portfolio to such an extent that previously agreed advisory fees should be reduced or that breakpoints in such fees should be implemented for the Portfolio at this time.
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 Portfolio and its 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.
28
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 | | |
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.
Semi-Annual Report
30 June 2017
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
Semi-Annual Report
June 30, 2017 (Unaudited)
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
Portfolio Statistics (Unaudited)
Top Five Holdings as of June 30, 2017
| | | | | | | | |
Description | | | Market Value | | | | % of Net Assets | |
Nestle SA | | $ | 48,066,555 | | | | 2.0 | % |
Novartis AG | | | 32,995,527 | | | | 1.3 | |
HSBC Holdings PLC | | | 32,160,080 | | | | 1.3 | |
Roche Holding AG | | | 31,767,802 | | | | 1.3 | |
Toyota Motor Corp. | | | 24,209,761 | | | | 1.0 | |
(The ten 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)* | | | June 30, 2017 | |
Banks | | | 13.1 | % |
Pharmaceuticals | | | 8.3 | |
Insurance | | | 5.5 | |
Telecommunications | | | 4.5 | |
Food | | | 4.5 | |
Total | | | 35.9 | % |
* | As a percentage of net assets as of the date indicated. The Portfolio’s composition will vary over time. |
See accompanying notes to financial statements.
1
State Street Master Funds
State Street International Developed Equity Index Portfolio
Schedule of Investments
June 30, 2017 (Unaudited)
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – 97.9% | |
Australia – 7.0% | |
AGL Energy, Ltd. | | | 118,543 | | | $ | 2,318,674 | |
Alumina, Ltd. | | | 419,565 | | | | 617,908 | |
Amcor, Ltd. | | | 202,130 | | | | 2,513,260 | |
AMP, Ltd. | | | 532,462 | | | | 2,119,726 | |
APA Group | | | 191,268 | | | | 1,345,350 | |
Aristocrat Leisure, Ltd. | | | 98,993 | | | | 1,713,039 | |
ASX, Ltd. | | | 34,158 | | | | 1,404,630 | |
Aurizon Holdings, Ltd. | | | 353,698 | | | | 1,454,190 | |
AusNet Services | | | 348,352 | | | | 463,598 | |
Australia & New Zealand Banking Group, Ltd. | | | 519,187 | | | | 11,437,521 | |
Bank of Queensland, Ltd. | | | 68,403 | | | | 600,765 | |
Bendigo & Adelaide Bank, Ltd. | | | 79,115 | | | | 672,392 | |
BHP Billiton PLC | | | 378,677 | | | | 5,784,535 | |
BHP Billiton, Ltd. | | | 568,453 | | | | 10,150,822 | |
BlueScope Steel, Ltd. | | | 91,385 | | | | 925,980 | |
Boral, Ltd. | | | 205,051 | | | | 1,093,126 | |
Brambles, Ltd. | | | 288,250 | | | | 2,151,324 | |
Caltex Australia, Ltd. | | | 45,538 | | | | 1,104,135 | |
Challenger, Ltd. | | | 108,660 | | | | 1,111,858 | |
CIMIC Group, Ltd. | | | 18,465 | | | | 550,113 | |
Coca-Cola Amatil, Ltd. | | | 110,525 | | | | 782,503 | |
Cochlear, Ltd. | | | 10,235 | | | | 1,220,400 | |
Commonwealth Bank of Australia | | | 303,858 | | | | 19,300,881 | |
Computershare, Ltd. | | | 77,865 | | | | 844,530 | |
Crown Resorts, Ltd. | | | 72,799 | | | | 685,721 | |
CSL, Ltd. | | | 80,679 | | | | 8,541,962 | |
Dexus REIT | | | 167,364 | | | | 1,217,010 | |
Domino’s Pizza Enterprises, Ltd. | | | 10,034 | | | | 400,838 | |
Flight Centre Travel Group, Ltd. | | | 12,119 | | | | 356,032 | |
Fortescue Metals Group, Ltd. | | | 278,858 | | | | 1,116,548 | |
Goodman Group REIT | | | 316,961 | | | | 1,913,393 | |
GPT Group REIT | | | 317,230 | | | | 1,165,557 | |
Harvey Norman Holdings, Ltd.(a) | | | 107,605 | | | | 315,297 | |
Healthscope, Ltd. | | | 281,376 | | | | 476,983 | |
Incitec Pivot, Ltd. | | | 297,683 | | | | 778,632 | |
Insurance Australia Group, Ltd. | | | 411,703 | | | | 2,141,102 | |
LendLease Group | | | 98,023 | | | | 1,251,889 | |
Macquarie Group, Ltd. | | | 57,262 | | | | 3,887,169 | |
Medibank Pvt, Ltd. | | | 489,758 | | | | 1,051,873 | |
Mirvac Group REIT | | | 650,968 | | | | 1,063,562 | |
National Australia Bank, Ltd. | | | 473,223 | | | | 10,740,747 | |
Newcrest Mining, Ltd. | | | 138,138 | | | | 2,136,128 | |
Oil Search, Ltd. | | | 241,796 | | | | 1,264,903 | |
Orica, Ltd. | | | 67,209 | | | | 1,066,109 | |
Origin Energy, Ltd.(b) | | | 319,729 | | | | 1,682,402 | |
Qantas Airways, Ltd. | | | 81,530 | | | | 357,715 | |
QBE Insurance Group, Ltd. | | | 247,370 | | | | 2,240,890 | |
Ramsay Health Care, Ltd. | | | 24,959 | | | | 1,409,057 | |
REA Group, Ltd. | | | 9,620 | | | | 489,967 | |
Santos, Ltd.(b) | | | 314,465 | | | | 730,867 | |
Scentre Group REIT | | | 929,908 | | | | 2,888,808 | |
SEEK, Ltd. | | | 54,873 | | | | 711,748 | |
Sonic Healthcare, Ltd. | | | 68,047 | | | | 1,264,174 | |
South32, Ltd. | | | 965,547 | | | | 1,984,869 | |
Stockland REIT(a) | | | 424,343 | | | | 1,425,656 | |
Suncorp Group, Ltd. | | | 224,319 | | | | 2,549,987 | |
Sydney Airport | | | 197,974 | | | | 1,076,659 | |
Tabcorp Holdings, Ltd. | | | 144,764 | | | | 485,250 | |
Tatts Group, Ltd. | | | 259,104 | | | | 830,757 | |
Telstra Corp., Ltd. | | | 737,554 | | | | 2,432,685 | |
TPG Telecom, Ltd.(a) | | | 56,237 | | | | 245,879 | |
Transurban Group Stapled Security | | | 362,178 | | | | 3,292,032 | |
Treasury Wine Estates, Ltd. | | | 134,469 | | | | 1,357,381 | |
Vicinity Centres REIT | | | 576,936 | | | | 1,137,325 | |
Wesfarmers, Ltd. | | | 200,216 | | | | 6,161,456 | |
Westfield Corp. REIT | | | 355,897 | | | | 2,192,116 | |
Westpac Banking Corp. | | | 581,907 | | | | 13,618,192 | |
Woodside Petroleum, Ltd. | | | 132,221 | | | | 3,029,419 | |
Woolworths, Ltd. | | | 226,901 | | | | 4,445,094 | |
| | | | | | | | |
| | | | | | | 171,293,100 | |
| | | | | | | | |
Austria – 0.2% | | | | | | | | |
ANDRITZ AG | | | 14,225 | | | | 855,671 | |
Erste Group Bank AG(b) | | | 54,596 | | | | 2,087,584 | |
OMV AG | | | 24,339 | | | | 1,261,269 | |
Raiffeisen Bank International AG(b) | | | 23,935 | | | | 603,309 | |
Voestalpine AG | | | 21,677 | | | | 1,008,727 | |
| | | | | | | | |
| | | | | | | 5,816,560 | |
| | | | | | | | |
Belgium – 1.1% | | | | | | | | |
Ageas | | | 35,808 | | | | 1,440,047 | |
Anheuser-Busch InBev SA | | | 134,471 | | | | 14,832,499 | |
Colruyt SA | | | 11,037 | | | | 580,633 | |
Groupe Bruxelles Lambert SA | | | 14,003 | | | | 1,346,206 | |
KBC Group NV | | | 44,207 | | | | 3,348,412 | |
Proximus SADP | | | 27,216 | | | | 950,792 | |
Solvay SA | | | 13,514 | | | | 1,811,074 | |
Telenet Group Holding NV(b) | | | 9,109 | | | | 572,968 | |
UCB SA | | | 22,934 | | | | 1,575,459 | |
Umicore SA | | | 16,732 | | | | 1,162,196 | |
| | | | | | | | |
| | | | | | | 27,620,286 | |
| | | | | | | | |
Chile – 0.0%(c) | | | | | | | | |
Antofagasta PLC | | | 67,870 | | | | 704,837 | |
| | | | | | | | |
China – 0.0%(c) | | | | | | | | |
Yangzijiang Shipbuilding Holdings, Ltd. | | | 386,100 | | | | 333,703 | |
| | | | | | | | |
Denmark – 1.8% | | | | | | | | |
AP Moeller – Maersk A/S Class A | | | 701 | | | | 1,336,662 | |
AP Moeller – Maersk A/S Class B | | | 1,116 | | | | 2,240,971 | |
Carlsberg A/S Class B | | | 18,366 | | | | 1,959,494 | |
Chr Hansen Holding A/S | | | 17,535 | | | | 1,273,673 | |
Coloplast A/S Class B | | | 20,207 | | | | 1,686,293 | |
Danske Bank A/S | | | 132,079 | | | | 5,073,416 | |
DONG Energy A/S(d) | | | 26,007 | | | | 1,172,525 | |
DSV A/S | | | 33,781 | | | | 2,072,835 | |
Genmab A/S(b) | | | 9,759 | | | | 2,079,409 | |
H Lundbeck A/S | | | 13,897 | | | | 778,972 | |
ISS A/S | | | 29,588 | | | | 1,160,590 | |
See accompanying notes to financial statements.
2
State Street Master Funds
State Street International Developed Equity Index Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – (continued) | |
Denmark – (continued) | |
Novo Nordisk A/S Class B | | | 320,246 | | | $ | 13,696,476 | |
Novozymes A/S Class B | | | 41,998 | | | | 1,835,496 | |
Pandora A/S | | | 19,146 | | | | 1,784,254 | |
TDC A/S | | | 156,700 | | | | 910,085 | |
Tryg A/S | | | 20,264 | | | | 442,657 | |
Vestas Wind Systems A/S | | | 39,042 | | | | 3,599,473 | |
William Demant Holding A/S(b) | | | 21,003 | | | | 542,892 | |
| | | | | | | | |
| | | | | | | 43,646,173 | |
| | | | | | | | |
Finland – 1.0% | | | | | | | | |
Elisa Oyj | | | 25,700 | | | | 994,561 | |
Fortum Oyj | | | 75,813 | | | | 1,187,213 | |
Kone Oyj Class B | | | 60,477 | | | | 3,072,237 | |
Metso Oyj | | | 21,684 | | | | 750,854 | |
Neste Oyj | | | 23,194 | | | | 912,396 | |
Nokia Oyj | | | 1,027,133 | | | | 6,273,364 | |
Nokian Renkaat Oyj | | | 20,335 | | | | 840,517 | |
Orion Oyj Class B | | | 18,821 | | | | 1,199,966 | |
Sampo Oyj Class A | | | 78,781 | | | | 4,031,734 | |
Stora Enso Oyj Class R | | | 94,838 | | | | 1,223,374 | |
UPM-Kymmene Oyj | | | 90,876 | | | | 2,587,069 | |
Wartsila Oyj Abp | | | 25,644 | | | | 1,513,598 | |
| | | | | | | | |
| | | | | | | 24,586,883 | |
| | | | | | | | |
France – 10.0% | | | | | | | | |
Accor SA | | | 32,025 | | | | 1,499,214 | |
Aeroports de Paris | | | 5,090 | | | | 820,303 | |
Air Liquide SA | | | 68,694 | | | | 8,477,355 | |
Airbus SE | | | 101,946 | | | | 8,371,764 | |
Alstom SA(b) | | | 24,765 | | | | 864,601 | |
Arkema SA | | | 11,794 | | | | 1,256,787 | |
Atos SE | | | 16,883 | | | | 2,366,551 | |
AXA SA | | | 342,303 | | | | 9,350,408 | |
BNP Paribas SA | | | 197,328 | | | | 14,192,438 | |
Bollore SA | | | 145,930 | | | | 662,599 | |
Bouygues SA | | | 35,739 | | | | 1,504,937 | |
Bureau Veritas SA | | | 49,249 | | | | 1,088,312 | |
Capgemini SE | | | 28,341 | | | | 2,924,705 | |
Carrefour SA | | | 98,517 | | | | 2,488,853 | |
Casino Guichard Perrachon SA | | | 9,801 | | | | 579,719 | |
Christian Dior SE | | | 9,822 | | | | 2,804,541 | |
Cie de Saint-Gobain | | | 89,119 | | | | 4,754,938 | |
Cie Generale des Etablissements Michelin | | | 30,581 | | | | 4,059,934 | |
CNP Assurances | | | 29,292 | | | | 656,654 | |
Credit Agricole SA | | | 195,157 | | | | 3,135,128 | |
Danone SA | | | 104,344 | | | | 7,832,018 | |
Dassault Aviation SA | | | 387 | | | | 539,625 | |
Dassault Systemes SE | | | 23,023 | | | | 2,061,060 | |
Edenred | | | 40,723 | | | | 1,060,376 | |
Eiffage SA | | | 13,560 | | | | 1,230,464 | |
Electricite de France SA | | | 88,916 | | | | 961,599 | |
Engie SA | | | 300,737 | | | | 4,532,819 | |
Essilor International SA | | | 36,799 | | | | 4,675,580 | |
Eurazeo SA | | | 7,558 | | | | 566,266 | |
Eutelsat Communications SA | | | 29,017 | | | | 740,012 | |
Fonciere Des Regions | | | 5,920 | | | | 548,402 | |
Gecina SA REIT | | | 7,428 | | | | 1,163,630 | |
Groupe Eurotunnel SE | | | 75,339 | | | | 802,395 | |
Hermes International | | | 3,535 | | | | 1,744,377 | |
ICADE REIT | | | 6,016 | | | | 504,324 | |
Iliad SA | | | 4,881 | | | | 1,152,931 | |
Imerys SA | | | 6,262 | | | | 543,873 | |
Ingenico Group SA | | | 9,998 | | | | 906,442 | |
Ipsen SA | | | 7,077 | | | | 967,390 | |
JCDecaux SA | | | 12,680 | | | | 415,354 | |
Kering | | | 13,519 | | | | 4,597,974 | |
Klepierre REIT | | | 37,613 | | | | 1,539,449 | |
L’Oreal SA | | | 44,434 | | | | 9,243,886 | |
Lagardere SCA | | | 20,176 | | | | 636,274 | |
Legrand SA | | | 47,237 | | | | 3,299,915 | |
LVMH Moet Hennessy Louis Vuitton SE | | | 49,061 | | | | 12,215,309 | |
Natixis SA(a) | | | 153,539 | | | | 1,029,174 | |
Orange SA(a) | | | 349,807 | | | | 5,541,726 | |
Pernod Ricard SA | | | 37,780 | | | | 5,052,300 | |
Peugeot SA | | | 88,239 | | | | 1,757,695 | |
Publicis Groupe SA | | | 36,351 | | | | 2,707,761 | |
Remy Cointreau SA | | | 4,070 | | | | 474,648 | |
Renault SA | | | 30,172 | | | | 2,727,204 | |
Rexel SA | | | 57,244 | | | | 935,274 | |
Safran SA | | | 55,732 | | | | 5,100,466 | |
Sanofi | | | 206,385 | | | | 19,716,468 | |
Schneider Electric SE(b) | | | 99,553 | | | | 7,638,184 | |
SCOR SE | | | 30,300 | | | | 1,199,531 | |
SEB SA | | | 3,738 | | | | 670,416 | |
Societe BIC SA | | | 4,605 | | | | 545,707 | |
Societe Generale SA | | | 136,173 | | | | 7,316,754 | |
Sodexo SA | | | 16,316 | | | | 2,106,563 | |
Suez Environment Co. | | | 69,418 | | | | 1,283,818 | |
Thales SA | | | 18,723 | | | | 2,012,450 | |
TOTAL SA | | | 412,482 | | | | 20,363,702 | |
Unibail-Rodamco SE REIT | | | 17,738 | | | | 4,463,987 | |
Valeo SA | | | 42,633 | | | | 2,868,393 | |
Veolia Environnement SA | | | 83,809 | | | | 1,768,384 | |
Vinci SA | | | 88,645 | | | | 7,555,506 | |
Vivendi SA | | | 179,432 | | | | 3,988,651 | |
Wendel SA | | | 4,850 | | | | 716,904 | |
Zodiac Aerospace | | | 35,769 | | | | 968,913 | |
| | | | | | | | |
| | | | | | | 246,852,064 | |
| | | | | | | | |
Germany – 9.3% | | | | | | | | |
adidas AG | | | 32,799 | | | | 6,275,343 | |
Allianz SE | | | 81,162 | | | | 15,958,950 | |
Axel Springer SE | | | 8,400 | | | | 503,941 | |
BASF SE | | | 163,126 | | | | 15,087,067 | |
Bayer AG | | | 146,772 | | | | 18,949,771 | |
Bayerische Motoren Werke AG | | | 58,931 | | | | 5,463,134 | |
Bayerische Motoren Werke AG Preference Shares | | | 8,795 | | | | 724,047 | |
Beiersdorf AG | | | 17,230 | | | | 1,808,740 | |
Brenntag AG | | | 28,112 | | | | 1,624,960 | |
Commerzbank AG(b) | | | 193,105 | | | | 2,297,165 | |
Continental AG | | | 19,649 | | | | 4,234,495 | |
Covestro AG(d) | | | 20,724 | | | | 1,494,079 | |
Daimler AG | | | 169,095 | | | | 12,221,620 | |
Deutsche Bank AG | | | 367,661 | | | | 6,510,187 | |
Deutsche Boerse AG | | | 33,629 | | | | 3,544,820 | |
Deutsche Lufthansa AG | | | 40,148 | | | | 912,382 | |
See accompanying notes to financial statements.
3
State Street Master Funds
State Street International Developed Equity Index Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – (continued) | |
Germany – (continued) | |
Deutsche Post AG | | | 177,538 | | | $ | 6,645,753 | |
Deutsche Telekom AG | | | 576,800 | | | | 10,341,704 | |
Deutsche Wohnen AG | | | 61,166 | | | | 2,336,359 | |
E.ON SE | | | 391,093 | | | | 3,679,112 | |
Evonik Industries AG | | | 27,051 | | | | 863,422 | |
Fraport AG Frankfurt Airport Services Worldwide | | | 6,934 | | | | 611,333 | |
Fresenius Medical Care AG & Co. KGaA | | | 38,517 | | | | 3,697,635 | |
Fresenius SE & Co. KGaA | | | 73,565 | | | | 6,297,876 | |
Fuchs Petrolub SE Preference Shares | | | 11,891 | | | | 646,582 | |
GEA Group AG | | | 30,765 | | | | 1,257,240 | |
Hannover Rueck SE | | | 10,426 | | | | 1,248,000 | |
HeidelbergCement AG | | | 25,834 | | | | 2,494,210 | |
Henkel AG & Co. KGaA | | | 17,691 | | | | 2,136,794 | |
Henkel AG & Co. KGaA Preference Shares | | | 31,784 | | | | 4,368,274 | |
HOCHTIEF AG | | | 3,385 | | | | 619,266 | |
HUGO BOSS AG | | | 10,084 | | | | 705,030 | |
Infineon Technologies AG | | | 202,483 | | | | 4,268,962 | |
Innogy SE(d) | | | 24,532 | | | | 964,330 | |
KS AG | | | 35,264 | | | | 901,740 | |
Lanxess AG | | | 16,645 | | | | 1,258,479 | |
Linde AG | | | 32,911 | | | | 6,223,575 | |
MAN SE | | | 5,739 | | | | 614,437 | |
Merck KGaA | | | 23,098 | | | | 2,785,923 | |
METRO AG | | | 33,622 | | | | 1,133,362 | |
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen | | | 28,604 | | | | 5,759,819 | |
OSRAM Licht AG | | | 15,483 | | | | 1,231,725 | |
Porsche Automobil Holding SE Preference Shares | | | 26,200 | | | | 1,469,916 | |
ProSiebenSat.1 Media SE | | | 39,704 | | | | 1,659,220 | |
RWE AG(b) | | | 93,356 | | | | 1,857,494 | |
SAP SE | | | 174,466 | | | | 18,197,379 | |
Schaeffler AG Preference Shares | | | 27,293 | | | | 390,358 | |
Siemens AG | | | 135,796 | | | | 18,640,064 | |
Symrise AG | | | 20,503 | | | | 1,450,319 | |
Telefonica Deutschland Holding AG | | | 123,988 | | | | 618,406 | |
ThyssenKrupp AG | | | 65,285 | | | | 1,852,212 | |
TUI AG | | | 71,954 | | | | 1,045,869 | |
United Internet AG | | | 23,007 | | | | 1,263,355 | |
Volkswagen AG | | | 5,948 | | | | 920,927 | |
Volkswagen AG Preference Shares | | | 32,620 | | | | 4,961,252 | |
Vonovia SE | | | 83,908 | | | | 3,327,055 | |
Zalando SE(b)(d) | | | 20,797 | | | | 949,038 | |
| | | | | | | | |
| | | | | | | 229,304,507 | |
| | | | | | | | |
Hong Kong – 3.4% | | | | | | | | |
AIA Group, Ltd. | | | 2,127,400 | | | | 15,547,166 | |
ASM Pacific Technology, Ltd. | | | 41,900 | | | | 566,256 | |
Bank of East Asia, Ltd. | | | 215,545 | | | | 926,354 | |
BOC Hong Kong Holdings, Ltd. | | | 652,000 | | | | 3,119,497 | |
Cheung Kong Property Holdings, Ltd. | | | 470,179 | | | | 3,683,037 | |
CK Hutchison Holdings, Ltd. | | | 477,000 | | | | 5,988,125 | |
CK Infrastructure Holdings, Ltd. | | | 115,000 | | | | 966,380 | |
CLP Holdings, Ltd. | | | 287,500 | | | | 3,042,036 | |
First Pacific Co., Ltd. | | | 314,000 | | | | 231,685 | |
Galaxy Entertainment Group, Ltd. | | | 398,000 | | | | 2,416,617 | |
Hang Lung Group, Ltd. | | | 145,000 | | | | 599,953 | |
Hang Lung Properties, Ltd. | | | 325,000 | | | | 811,829 | |
Hang Seng Bank, Ltd. | | | 136,400 | | | | 2,853,297 | |
Henderson Land Development Co., Ltd. | | | 213,254 | | | | 1,189,684 | |
HK Electric Investments & HK Electric Investments, Ltd.(a)(d) | | | 455,490 | | | | 420,105 | |
HKT Trust & HKT, Ltd. | | | 679,000 | | | | 892,408 | |
Hong Kong & China Gas Co., Ltd. | | | 1,479,500 | | | | 2,782,194 | |
Hong Kong Exchanges & Clearing, Ltd. | | | 207,664 | | | | 5,368,201 | |
Hongkong Land Holdings, Ltd. | | | 207,000 | | | | 1,523,520 | |
Hysan Development Co., Ltd. | | | 105,000 | | | | 501,028 | |
Jardine Matheson Holdings, Ltd. | | | 36,400 | | | | 2,336,880 | |
Jardine Strategic Holdings, Ltd. | | | 38,500 | | | | 1,605,065 | |
Kerry Properties, Ltd. | | | 118,000 | | | | 400,566 | |
Li & Fung, Ltd. | | | 1,090,000 | | | | 396,544 | |
Link REIT | | | 400,000 | | | | 3,043,637 | |
Melco Resorts & Entertainment, Ltd. ADR | | | 45,923 | | | | 1,030,971 | |
MTR Corp., Ltd. | | | 272,645 | | | | 1,534,980 | |
New World Development Co., Ltd. | | | 979,221 | | | | 1,243,085 | |
NWS Holdings, Ltd. | | | 274,810 | | | | 540,717 | |
PCCW, Ltd. | | | 748,000 | | | | 425,433 | |
Power Assets Holdings, Ltd. | | | 252,000 | | | | 2,225,775 | |
Sands China, Ltd. | | | 414,000 | | | | 1,895,932 | |
Shangri-La Asia, Ltd. | | | 264,000 | | | | 447,753 | |
Sino Land Co., Ltd. | | | 578,256 | | | | 948,149 | |
SJM Holdings, Ltd. | | | 434,000 | | | | 457,547 | |
Sun Hung Kai Properties, Ltd. | | | 252,000 | | | | 3,702,631 | |
Swire Pacific, Ltd. Class A | | | 79,500 | | | | 776,521 | |
Swire Properties, Ltd. | | | 193,600 | | | | 638,600 | |
Techtronic Industries Co., Ltd. | | | 258,000 | | | | 1,186,481 | |
WH Group, Ltd.(d) | | | 1,383,309 | | | | 1,396,342 | |
Wharf Holdings, Ltd. | | | 203,000 | | | | 1,682,468 | |
Wheelock & Co., Ltd. | | | 151,000 | | | | 1,139,302 | |
Yue Yuen Industrial Holdings, Ltd. | | | 111,000 | | | | 460,696 | |
| | | | | | | | |
| | | | | | | 82,945,447 | |
| | | | | | | | |
Ireland – 0.6% | | | | | | | | |
Bank of Ireland(b) | | | 5,121,610 | | | | 1,343,534 | |
CRH PLC | | | 146,705 | | | | 5,182,873 | |
Experian PLC | | | 167,229 | | | | 3,421,246 | |
James Hardie Industries PLC | | | 75,134 | | | | 1,181,446 | |
Kerry Group PLC Class A | | | 27,239 | | | | 2,340,310 | |
See accompanying notes to financial statements.
4
State Street Master Funds
State Street International Developed Equity Index Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – (continued) | |
Ireland – (continued) | | | | | | | | |
Paddy Power Betfair PLC | | | 14,637 | | | $ | 1,560,410 | |
Ryanair Holdings PLC ADR(b) | | | 4,490 | | | | 483,169 | |
| | | | | | | | |
| | | | | | | 15,512,988 | |
| | | | | | | | |
Israel – 0.6% | | | | | | | | |
Azrieli Group, Ltd. | | | 7,782 | | | | 432,116 | |
Bank Hapoalim BM | | | 186,339 | | | | 1,256,029 | |
Bank Leumi Le-Israel BM | | | 253,799 | | | | 1,232,607 | |
Bezeq The Israeli Telecommunication Corp., Ltd. | | | 319,597 | | | | 529,939 | |
Check Point Software Technologies, Ltd.(b) | | | 22,510 | | | | 2,455,391 | |
Elbit Systems, Ltd. | | | 3,969 | | | | 489,405 | |
Frutarom Industries, Ltd. | | | 6,562 | | | | 457,933 | |
Israel Chemicals, Ltd. | | | 90,984 | | | | 429,027 | |
Mizrahi Tefahot Bank, Ltd. | | | 25,993 | | | | 472,427 | |
Nice, Ltd. | | | 10,564 | | | | 831,975 | |
Teva Pharmaceutical Industries, Ltd. | | | 129,045 | | | | 4,253,086 | |
Teva Pharmaceutical Industries, Ltd. ADR | | | 32,428 | | | | 1,077,258 | |
| | | | | | | | |
| | | | | | | 13,917,193 | |
| | | | | | | | |
Italy – 2.0% | | | | | | | | |
Assicurazioni Generali SpA | | | 221,359 | | | | 3,638,107 | |
Atlantia SpA | | | 81,362 | | | | 2,286,529 | |
Enel SpA | | | 1,441,611 | | | | 7,718,013 | |
Eni SpA | | | 443,638 | | | | 6,658,846 | |
Ferrari NV | | | 20,902 | | | | 1,791,559 | |
Intesa Sanpaolo SpA(e) | | | 2,234,876 | | | | 7,075,990 | |
Intesa Sanpaolo SpA(e) | | | 196,041 | | | | 580,451 | |
Leonardo SpA | | | 71,372 | | | | 1,184,418 | |
Luxottica Group SpA | | | 29,864 | | | | 1,725,209 | |
Mediobanca SpA | | | 91,509 | | | | 901,762 | |
Poste Italiane SpA(d) | | | 85,106 | | | | 581,920 | |
Prysmian SpA | | | 37,010 | | | | 1,086,953 | |
Recordati SpA | | | 19,949 | | | | 808,181 | |
Saipem SpA(a)(b) | | | 109,611 | | | | 404,304 | |
Snam SpA | | | 411,255 | | | | 1,789,921 | |
Telecom Italia RSP/Milano | | | 963,350 | | | | 708,693 | |
Telecom Italia SpA/Milano(b) | | | 1,980,406 | | | | 1,825,072 | |
Terna Rete Elettrica Nazionale SpA | | | 257,268 | | | | 1,386,736 | |
UniCredit SpA(b) | | | 351,751 | | | | 6,559,450 | |
UnipolSai Assicurazioni SpA | | | 194,056 | | | | 422,963 | |
| | | | | | | | |
| | | | | | | 49,135,077 | |
| | | | | | | | |
Japan – 22.9% | | | | | | | | |
ABC-Mart, Inc. | | | 5,800 | | | | 341,207 | |
Acom Co., Ltd.(b) | | | 91,400 | | | | 417,303 | |
Aeon Co., Ltd. | | | 101,600 | | | | 1,543,532 | |
AEON Financial Service Co., Ltd. | | | 20,500 | | | | 433,864 | |
Aeon Mall Co., Ltd. | | | 16,200 | | | | 318,925 | |
Air Water, Inc. | | | 25,000 | | | | 459,238 | |
Aisin Seiki Co., Ltd. | | | 29,400 | | | | 1,504,539 | |
Ajinomoto Co., Inc. | | | 95,100 | | | | 2,053,757 | |
Alfresa Holdings Corp. | | | 29,300 | | | | 565,086 | |
Alps Electric Co., Ltd. | | | 34,700 | | | | 1,000,605 | |
Amada Holdings Co., Ltd. | | | 56,400 | | | | 651,541 | |
ANA Holdings, Inc. | | | 198,000 | | | | 687,960 | |
Aozora Bank, Ltd. | | | 228,000 | | | | 868,494 | |
Asahi Glass Co., Ltd. | | | 35,000 | | | | 1,473,389 | |
Asahi Group Holdings, Ltd. | | | 68,000 | | | | 2,558,775 | |
Asahi Kasei Corp. | | | 222,000 | | | | 2,385,769 | |
Asics Corp. | | | 27,100 | | | | 502,156 | |
Astellas Pharma, Inc. | | | 381,800 | | | | 4,670,560 | |
Bandai Namco Holdings, Inc. | | | 36,000 | | | | 1,227,127 | |
Bank of Kyoto, Ltd. | | | 63,000 | | | | 594,340 | |
Benesse Holdings, Inc. | | | 13,600 | | | | 513,208 | |
Bridgestone Corp. | | | 115,500 | | | | 4,975,258 | |
Brother Industries, Ltd. | | | 38,300 | | | | 883,872 | |
Calbee, Inc. | | | 15,100 | | | | 593,329 | |
Canon, Inc. | | | 188,700 | | | | 6,408,679 | |
Casio Computer Co., Ltd. | | | 37,900 | | | | 582,532 | |
Central Japan Railway Co. | | | 25,800 | | | | 4,204,325 | |
Chiba Bank, Ltd. | | | 134,000 | | | | 970,773 | |
Chubu Electric Power Co., Inc. | | | 117,800 | | | | 1,564,761 | |
Chugai Pharmaceutical Co., Ltd. | | | 39,000 | | | | 1,459,550 | |
Chugoku Bank, Ltd. | | | 30,400 | | | | 454,539 | |
Chugoku Electric Power Co., Inc. | | | 44,000 | | | | 485,190 | |
Coca-Cola Bottlers Japan, Inc. | | | 24,100 | | | | 697,090 | |
Concordia Financial Group, Ltd. | | | 206,100 | | | | 1,039,305 | |
Credit Saison Co., Ltd. | | | 28,200 | | | | 550,648 | |
CYBERDYNE, Inc.(a)(b) | | | 22,800 | | | | 303,364 | |
Dai Nippon Printing Co., Ltd. | | | 100,000 | | | | 1,110,716 | |
Dai-ichi Life Holdings, Inc. | | | 187,300 | | | | 3,378,101 | |
Daicel Corp. | | | 51,500 | | | | 640,312 | |
Daiichi Sankyo Co., Ltd. | | | 95,600 | | | | 2,252,164 | |
Daikin Industries, Ltd. | | | 44,400 | | | | 4,532,467 | |
Daito Trust Construction Co., Ltd. | | | 12,200 | | | | 1,899,600 | |
Daiwa House Industry Co., Ltd. | | | 100,200 | | | | 3,422,638 | |
Daiwa House REIT Investment Corp. | | | 270 | | | | 641,358 | |
Daiwa Securities Group, Inc. | | | 285,000 | | | | 1,688,795 | |
DeNA Co., Ltd. | | | 17,400 | | | | 389,626 | |
Denso Corp. | | | 84,000 | | | | 3,545,105 | |
Dentsu, Inc. | | | 37,900 | | | | 1,811,347 | |
Disco Corp. | | | 4,600 | | | | 733,642 | |
Don Quijote Holdings Co., Ltd. | | | 19,000 | | | | 720,363 | |
East Japan Railway Co. | | | 58,000 | | | | 5,546,547 | |
Eisai Co., Ltd. | | | 45,400 | | | | 2,507,182 | |
Electric Power Development Co., Ltd. | | | 23,900 | | | | 590,906 | |
FamilyMart UNY Holdings Co., Ltd. | | | 14,500 | | | | 829,788 | |
FANUC Corp. | | | 34,200 | | | | 6,591,323 | |
Fast Retailing Co., Ltd. | | | 9,400 | | | | 3,130,545 | |
Fuji Electric Co., Ltd. | | | 96,000 | | | | 505,803 | |
FUJIFILM Holdings Corp. | | | 69,800 | | | | 2,509,719 | |
Fujitsu, Ltd. | | | 356,000 | | | | 2,622,791 | |
Fukuoka Financial Group, Inc. | | | 134,000 | | | | 636,846 | |
Hachijuni Bank, Ltd. | | | 78,600 | | | | 498,770 | |
Hakuhodo DY Holdings, Inc. | | | 41,000 | | | | 544,064 | |
See accompanying notes to financial statements.
5
State Street Master Funds
State Street International Developed Equity Index Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – (continued) | |
Japan – (continued) | | | | | | | | |
Hamamatsu Photonics KK | | | 27,400 | | | $ | 841,314 | |
Hankyu Hanshin Holdings, Inc. | | | 42,700 | | | | 1,535,315 | |
Hikari Tsushin, Inc. | | | 3,900 | | | | 410,271 | |
Hino Motors, Ltd. | | | 49,600 | | | | 550,473 | |
Hirose Electric Co., Ltd. | | | 5,100 | | | | 727,145 | |
Hiroshima Bank, Ltd. | | | 90,000 | | | | 398,896 | |
Hisamitsu Pharmaceutical Co., Inc. | | | 10,400 | | | | 497,971 | |
Hitachi Chemical Co., Ltd. | | | 19,900 | | | | 593,316 | |
Hitachi Construction Machinery Co., Ltd. | | | 19,300 | | | | 482,156 | |
Hitachi High-Technologies Corp. | | | 11,800 | | | | 457,885 | |
Hitachi Metals, Ltd. | | | 40,500 | | | | 563,021 | |
Hitachi, Ltd. | | | 858,000 | | | | 5,264,375 | |
Honda Motor Co., Ltd. | | | 301,400 | | | | 8,219,025 | |
Hoshizaki Corp. | | | 9,900 | | | | 895,194 | |
Hoya Corp. | | | 69,900 | | | | 3,628,753 | |
Hulic Co., Ltd. | | | 50,000 | | | | 510,413 | |
Idemitsu Kosan Co., Ltd. | | | 17,100 | | | | 485,484 | |
IHI Corp.(b) | | | 259,000 | | | | 880,545 | |
Iida Group Holdings Co., Ltd. | | | 26,200 | | | | 436,278 | |
Inpex Corp. | | | 165,400 | | | | 1,591,291 | |
Isetan Mitsukoshi Holdings, Ltd. | | | 55,600 | | | | 557,188 | |
Isuzu Motors, Ltd. | | | 90,300 | | | | 1,113,882 | |
ITOCHU Corp. | | | 263,900 | | | | 3,919,981 | |
J Front Retailing Co., Ltd. | | | 40,200 | | | | 616,810 | |
Japan Airlines Co., Ltd. | | | 19,600 | | | | 606,002 | |
Japan Airport Terminal Co., Ltd. | | | 8,200 | | | | 313,448 | |
Japan Exchange Group, Inc. | | | 87,300 | | | | 1,581,128 | |
Japan Post Bank Co., Ltd. | | | 75,600 | | | | 967,540 | |
Japan Post Holdings Co., Ltd. | | | 80,000 | | | | 992,524 | |
Japan Prime Realty Investment Corp. REIT | | | 138 | | | | 478,382 | |
Japan Real Estate Investment Corp. REIT | | | 220 | | | | 1,094,518 | |
Japan Retail Fund Investment Corp. REIT | | | 455 | | | | 840,268 | |
Japan Tobacco, Inc. | | | 195,200 | | | | 6,857,017 | |
JFE Holdings, Inc. | | | 86,700 | | | | 1,505,058 | |
JGC Corp. | | | 34,100 | | | | 552,957 | |
JSR Corp. | | | 33,300 | | | | 574,066 | |
JTEKT Corp. | | | 38,300 | | | | 559,706 | |
JXTG Holdings, Inc. | | | 552,000 | | | | 2,410,701 | |
Kajima Corp. | | | 160,000 | | | | 1,349,947 | |
Kakaku.com, Inc. | | | 26,600 | | | | 381,860 | |
Kamigumi Co., Ltd. | | | 40,000 | | | | 419,366 | |
Kaneka Corp. | | | 49,000 | | | | 373,300 | |
Kansai Electric Power Co., Inc. | | | 121,200 | | | | 1,668,711 | |
Kansai Paint Co., Ltd. | | | 32,200 | | | | 740,806 | |
Kao Corp. | | | 88,100 | | | | 5,231,428 | |
Kawasaki Heavy Industries, Ltd. | | | 268,000 | | | | 791,883 | |
KDDI Corp. | | | 323,800 | | | | 8,573,380 | |
Keihan Holdings Co., Ltd. | | | 84,000 | | | | 533,784 | |
Keikyu Corp. | | | 87,000 | | | | 1,047,624 | |
Keio Corp. | | | 105,000 | | | | 878,426 | |
Keisei Electric Railway Co., Ltd. | | | 23,000 | | | | 614,098 | |
Keyence Corp. | | | 17,200 | | | | 7,552,937 | |
Kikkoman Corp. | | | 28,000 | | | | 894,624 | |
Kintetsu Group Holdings Co., Ltd. | | | 314,000 | | | | 1,210,057 | |
Kirin Holdings Co., Ltd. | | | 155,600 | | | | 3,169,886 | |
Kobe Steel, Ltd.(b) | | | 53,600 | | | | 550,502 | |
Koito Manufacturing Co., Ltd. | | | 20,100 | | | | 1,033,980 | |
Komatsu, Ltd. | | | 165,100 | | | | 4,194,357 | |
Konami Holdings Corp. | | | 15,400 | | | | 855,251 | |
Konica Minolta, Inc. | | | 73,400 | | | | 608,836 | |
Kose Corp. | | | 5,500 | | | | 600,614 | |
Kubota Corp. | | | 189,700 | | | | 3,186,710 | |
Kuraray Co., Ltd. | | | 66,900 | | | | 1,213,441 | |
Kurita Water Industries, Ltd. | | | 17,800 | | | | 484,763 | |
Kyocera Corp. | | | 56,100 | | | | 3,248,368 | |
Kyowa Hakko Kirin Co., Ltd. | | | 50,400 | | | | 936,141 | |
Kyushu Electric Power Co., Inc. | | | 69,300 | | | | 841,271 | |
Kyushu Financial Group, Inc. | | | 61,500 | | | | 388,070 | |
Kyushu Railway Co. | | | 26,000 | | | | 843,450 | |
Lawson, Inc. | | | 9,100 | | | | 636,579 | |
LINE Corp.(a)(b) | | | 8,000 | | | | 275,899 | |
Lion Corp. | | | 39,000 | | | | 807,351 | |
LIXIL Group Corp. | | | 48,600 | | | | 1,215,000 | |
M3, Inc. | | | 34,600 | | | | 953,070 | |
Mabuchi Motor Co., Ltd. | | | 9,600 | | | | 477,608 | |
Makita Corp. | | | 37,600 | | | | 1,390,424 | |
Marubeni Corp. | | | 286,000 | | | | 1,847,444 | |
Marui Group Co., Ltd. | | | 39,800 | | | | 586,586 | |
Maruichi Steel Tube, Ltd. | | | 10,400 | | | | 302,207 | |
Mazda Motor Corp. | | | 100,900 | | | | 1,408,074 | |
McDonald’s Holdings Co., Japan, Ltd. | | | 13,200 | | | | 506,337 | |
Mebuki Financial Group, Inc. | | | 181,300 | | | | 674,470 | |
Medipal Holdings Corp. | | | 28,900 | | | | 534,480 | |
MEIJI Holdings Co., Ltd. | | | 22,400 | | | | 1,816,162 | |
MINEBEA MITSUMI, Inc. | | | 69,000 | | | | 1,108,446 | |
Miraca Holdings, Inc. | | | 9,700 | | | | 435,965 | |
MISUMI Group, Inc. | | | 48,400 | | | | 1,105,326 | |
Mitsubishi Chemical Holdings Corp. | | | 257,600 | | | | 2,132,376 | |
Mitsubishi Corp. | | | 268,900 | | | | 5,638,380 | |
Mitsubishi Electric Corp. | | | 344,100 | | | | 4,947,433 | |
Mitsubishi Estate Co., Ltd. | | | 222,500 | | | | 4,145,637 | |
Mitsubishi Gas Chemical Co., Inc. | | | 30,000 | | | | 634,122 | |
Mitsubishi Heavy Industries, Ltd. | | | 579,000 | | | | 2,369,386 | |
Mitsubishi Materials Corp. | | | 21,600 | | | | 653,613 | |
Mitsubishi Motors Corp. | | | 116,800 | | | | 769,242 | |
Mitsubishi Tanabe Pharma Corp. | | | 39,600 | | | | 914,931 | |
Mitsubishi UFJ Financial Group, Inc. | | | 2,117,500 | | | | 14,224,715 | |
Mitsubishi UFJ Lease & Finance Co., Ltd. | | | 81,700 | | | | 446,456 | |
Mitsui & Co., Ltd. | | | 303,400 | | | | 4,335,250 | |
Mitsui Chemicals, Inc. | | | 173,000 | | | | 916,118 | |
See accompanying notes to financial statements.
6
State Street Master Funds
State Street International Developed Equity Index Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – (continued) | |
Japan – (continued) | | | | | | | | |
Mitsui Fudosan Co., Ltd. | | | 155,000 | | | $ | 3,697,735 | |
Mitsui OSK Lines, Ltd. | | | 202,000 | | | | 593,272 | |
Mixi, Inc. | | | 8,800 | | | | 489,498 | |
Mizuho Financial Group, Inc. | | | 4,255,400 | | | | 7,779,095 | |
MS&AD Insurance Group Holdings, Inc. | | | 80,700 | | | | 2,710,589 | |
Murata Manufacturing Co., Ltd. | | | 34,100 | | | | 5,180,554 | |
Nabtesco Corp.(a) | | | 18,700 | | | | 543,392 | |
Nagoya Railroad Co., Ltd. | | | 146,000 | | | | 680,883 | |
NEC Corp. | | | 451,000 | | | | 1,196,137 | |
Nexon Co., Ltd.(b) | | | 38,900 | | | | 768,583 | |
NGK Insulators, Ltd. | | | 45,900 | | | | 914,650 | |
NGK Spark Plug Co., Ltd. | | | 29,600 | | | | 629,356 | |
NH Foods, Ltd. | | | 33,000 | | | | 1,002,982 | |
Nidec Corp. | | | 42,600 | | | | 4,363,884 | |
Nikon Corp. | | | 60,100 | | | | 960,659 | |
Nintendo Co., Ltd. | | | 20,000 | | | | 6,707,013 | |
Nippon Building Fund, Inc. REIT(a) | | | 236 | | | | 1,205,625 | |
Nippon Electric Glass Co., Ltd. | | | 15,200 | | | | 552,617 | |
Nippon Express Co., Ltd. | | | 134,000 | | | | 838,394 | |
Nippon Paint Holdings Co., Ltd. | | | 30,200 | | | | 1,142,310 | |
Nippon Prologis REIT, Inc. | | | 256 | | | | 545,447 | |
Nippon Steel & Sumitomo Metal Corp. | | | 129,200 | | | | 2,918,384 | |
Nippon Telegraph & Telephone Corp. | | | 121,200 | | | | 5,727,768 | |
Nippon Yusen KK(b) | | | 268,000 | | | | 498,505 | |
Nissan Chemical Industries, Ltd. | | | 20,000 | | | | 660,377 | |
Nissan Motor Co., Ltd. | | | 418,900 | | | | 4,168,122 | |
Nisshin Seifun Group, Inc. | | | 33,100 | | | | 543,516 | |
Nissin Foods Holdings Co., Ltd. | | | 9,400 | | | | 587,291 | |
Nitori Holdings Co., Ltd. | | | 13,500 | | | | 1,807,049 | |
Nitto Denko Corp. | | | 29,200 | | | | 2,401,282 | |
NOK Corp. | | | 19,900 | | | | 420,457 | |
Nomura Holdings, Inc. | | | 630,900 | | | | 3,781,133 | |
Nomura Real Estate Holdings, Inc. | | | 22,600 | | | | 443,311 | |
Nomura Real Estate Master Fund, Inc. | | | 666 | | | | 911,038 | |
Nomura Research Institute, Ltd. | | | 21,800 | | | | 858,535 | |
NSK, Ltd. | | | 61,300 | | | | 765,432 | |
NTT Data Corp. | | | 112,500 | | | | 1,251,558 | |
NTT DOCOMO, Inc. | | | 245,400 | | | | 5,792,104 | |
Obayashi Corp. | | | 112,400 | | | | 1,321,470 | |
Obic Co., Ltd. | | | 10,900 | | | | 669,366 | |
Odakyu Electric Railway Co., Ltd. | | | 52,500 | | | | 1,058,784 | |
Oji Holdings Corp. | | | 169,000 | | | | 872,375 | |
Olympus Corp. | | | 49,900 | | | | 1,820,844 | |
Omron Corp. | | | 33,200 | | | | 1,440,459 | |
Ono Pharmaceutical Co., Ltd. | | | 73,200 | | | | 1,596,771 | |
Oracle Corp. Japan | | | 7,400 | | | | 480,117 | |
Oriental Land Co., Ltd. | | | 38,600 | | | | 2,613,642 | |
ORIX Corp. | | | 230,200 | | | | 3,564,863 | |
Osaka Gas Co., Ltd. | | | 311,000 | | | | 1,271,845 | |
Otsuka Corp. | | | 9,100 | | | | 564,498 | |
Otsuka Holdings Co., Ltd. | | | 69,700 | | | | 2,971,369 | |
Panasonic Corp. | | | 391,900 | | | | 5,315,554 | |
Park24 Co., Ltd. | | | 18,200 | | | | 462,613 | |
Pola Orbis Holdings, Inc. | | | 16,800 | | | | 442,876 | |
Rakuten, Inc. | | | 165,700 | | | | 1,949,585 | |
Recruit Holdings Co., Ltd. | | | 196,800 | | | | 3,382,172 | |
Resona Holdings, Inc. | | | 378,200 | | | | 2,081,850 | |
Ricoh Co., Ltd. | | | 119,300 | | | | 1,053,272 | |
Rinnai Corp. | | | 5,600 | | | | 521,823 | |
Rohm Co., Ltd. | | | 17,300 | | | | 1,328,756 | |
Ryohin Keikaku Co., Ltd. | | | 4,500 | | | | 1,124,199 | |
Sankyo Co., Ltd. | | | 9,200 | | | | 311,962 | |
Santen Pharmaceutical Co., Ltd. | | | 70,000 | | | | 949,448 | |
SBI Holdings, Inc. | | | 38,100 | | | | 516,093 | |
Secom Co., Ltd. | | | 37,100 | | | | 2,814,859 | |
Sega Sammy Holdings, Inc. | | | 32,200 | | | | 433,307 | |
Seibu Holdings, Inc. | | | 28,800 | | | | 532,375 | |
Seiko Epson Corp. | | | 49,600 | | | | 1,103,154 | |
Sekisui Chemical Co., Ltd. | | | 72,200 | | | | 1,292,223 | |
Sekisui House, Ltd. | | | 106,600 | | | | 1,878,023 | |
Seven & i Holdings Co., Ltd. | | | 132,000 | | | | 5,436,953 | |
Seven Bank, Ltd. | | | 126,400 | | | | 452,232 | |
Sharp Corp.(a)(b) | | | 285,000 | | | | 1,057,716 | |
Shimadzu Corp. | | | 41,700 | | | | 793,473 | |
Shimamura Co., Ltd. | | | 3,700 | | | | 453,115 | |
Shimano, Inc. | | | 13,100 | | | | 2,072,962 | |
Shimizu Corp. | | | 89,000 | | | | 943,387 | |
Shin-Etsu Chemical Co., Ltd. | | | 69,000 | | | | 6,254,583 | |
Shinsei Bank, Ltd. | | | 309,000 | | | | 539,017 | |
Shionogi & Co., Ltd. | | | 53,200 | | | | 2,963,499 | |
Shiseido Co., Ltd. | | | 67,100 | | | | 2,385,167 | |
Shizuoka Bank, Ltd. | | | 86,000 | | | | 776,878 | |
Showa Shell Sekiyu KK | | | 34,700 | | | | 321,800 | |
SMC Corp. | | | 9,800 | | | | 2,978,551 | |
SoftBank Group Corp. | | | 145,300 | | | | 11,763,920 | |
Sohgo Security Services Co., Ltd. | | | 11,200 | | | | 504,379 | |
Sompo Holdings, Inc. | | | 62,400 | | | | 2,409,697 | |
Sony Corp. | | | 222,800 | | | | 8,498,761 | |
Sony Financial Holdings, Inc. | | | 33,200 | | | | 565,546 | |
Stanley Electric Co., Ltd. | | | 22,300 | | | | 672,811 | |
Start Today Co., Ltd. | | | 37,400 | | | | 920,354 | |
Subaru Corp. | | | 111,300 | | | | 3,750,283 | |
Sumitomo Chemical Co., Ltd. | | | 269,000 | | | | 1,546,582 | |
Sumitomo Corp. | | | 211,300 | | | | 2,749,382 | |
Sumitomo Dainippon Pharma Co., Ltd. | | | 26,900 | | | | 367,014 | |
Sumitomo Electric Industries, Ltd. | | | 129,100 | | | | 1,987,745 | |
Sumitomo Heavy Industries, Ltd. | | | 94,000 | | | | 619,918 | |
Sumitomo Metal Mining Co., Ltd. | | | 86,000 | | | | 1,148,478 | |
Sumitomo Mitsui Financial Group, Inc. | | | 237,100 | | | | 9,240,485 | |
Sumitomo Mitsui Trust Holdings, Inc. | | | 58,500 | | | | 2,092,484 | |
Sumitomo Realty & Development Co., Ltd. | | | 62,000 | | | | 1,911,979 | |
See accompanying notes to financial statements.
7
State Street Master Funds
State Street International Developed Equity Index Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – (continued) | |
Japan – (continued) | | | | | | | | |
Sumitomo Rubber Industries, Ltd.(a) | | | 29,600 | | | $ | 499,480 | |
Sundrug Co., Ltd. | | | 12,400 | | | | 462,407 | |
Suntory Beverage & Food, Ltd. | | | 24,700 | | | | 1,147,508 | |
Suruga Bank, Ltd. | | | 34,400 | | | | 833,364 | |
Suzuken Co., Ltd. | | | 13,600 | | | | 451,477 | |
Suzuki Motor Corp. | | | 62,600 | | | | 2,969,544 | |
Sysmex Corp. | | | 27,800 | | | | 1,660,182 | |
T&D Holdings, Inc. | | | 100,000 | | | | 1,521,449 | |
Taiheiyo Cement Corp. | | | 200,000 | | | | 728,017 | |
Taisei Corp. | | | 177,000 | | | | 1,616,251 | |
Taisho Pharmaceutical Holdings Co., Ltd. | | | 5,900 | | | | 448,959 | |
Taiyo Nippon Sanso Corp. | | | 23,300 | | | | 261,493 | |
Takashimaya Co., Ltd. | | | 53,000 | | | | 504,245 | |
Takeda Pharmaceutical Co., Ltd. | | | 126,100 | | | | 6,407,128 | |
TDK Corp. | | | 23,600 | | | | 1,552,189 | |
Teijin, Ltd. | | | 31,200 | | | | 600,064 | |
Terumo Corp. | | | 54,500 | | | | 2,146,338 | |
THK Co., Ltd. | | | 21,300 | | | | 602,830 | |
Tobu Railway Co., Ltd. | | | 184,000 | | | | 1,003,845 | |
Toho Co., Ltd. | | | 18,800 | | | | 578,925 | |
Toho Gas Co., Ltd. | | | 63,000 | | | | 458,651 | |
Tohoku Electric Power Co., Inc. | | | 79,000 | | | | 1,093,316 | |
Tokio Marine Holdings, Inc. | | | 120,900 | | | | 5,004,503 | |
Tokyo Electric Power Co. Holdings, Inc.(b) | | | 268,100 | | | | 1,104,755 | |
Tokyo Electron, Ltd. | | | 27,800 | | | | 3,750,872 | |
Tokyo Gas Co., Ltd. | | | 334,000 | | | | 1,736,883 | |
Tokyo Tatemono Co., Ltd. | | | 36,300 | | | | 475,557 | |
Tokyu Corp. | | | 188,000 | | | | 1,433,927 | |
Tokyu Fudosan Holdings Corp. | | | 90,400 | | | | 534,226 | |
Toppan Printing Co., Ltd. | | | 94,000 | | | | 1,030,687 | |
Toray Industries, Inc. | | | 266,000 | | | | 2,226,057 | |
Toshiba Corp.(a)(b) | | | 741,000 | | | | 1,792,487 | |
Tosoh Corp. | | | 94,000 | | | | 962,923 | |
TOTO, Ltd. | | | 26,700 | | | | 1,019,429 | |
Toyo Seikan Group Holdings, Ltd. | | | 28,500 | | | | 480,918 | |
Toyo Suisan Kaisha, Ltd. | | | 14,500 | | | | 555,558 | |
Toyoda Gosei Co., Ltd. | | | 9,700 | | | | 231,277 | |
Toyota Industries Corp. | | | 28,700 | | | | 1,509,585 | |
Toyota Motor Corp. | | | 461,600 | | | | 24,209,761 | |
Toyota Tsusho Corp. | | | 37,100 | | | | 1,111,085 | |
Trend Micro, Inc. | | | 19,800 | | | | 1,020,310 | |
Tsuruha Holdings, Inc. | | | 6,500 | | | | 690,148 | |
Unicharm Corp. | | | 71,000 | | | | 1,783,215 | |
United Urban Investment Corp. REIT | | | 568 | | | | 811,356 | |
USS Co., Ltd. | | | 36,100 | | | | 717,438 | |
West Japan Railway Co. | | | 28,200 | | | | 1,991,769 | |
Yahoo! Japan Corp. | | | 252,500 | | | | 1,098,901 | |
Yakult Honsha Co., Ltd. | | | 14,300 | | | | 973,612 | |
Yamada Denki Co., Ltd.(a) | | | 100,200 | | | | 497,611 | |
Yamaguchi Financial Group, Inc. | | | 39,000 | | | | 471,013 | |
Yamaha Corp. | | | 30,500 | | | | 1,053,222 | |
Yamaha Motor Co., Ltd. | | | 49,600 | | | | 1,279,288 | |
Yamato Holdings Co., Ltd. | | | 60,500 | | | | 1,226,853 | |
Yamazaki Baking Co., Ltd. | | | 22,000 | | | | 438,394 | |
Yaskawa Electric Corp. | | | 44,800 | | | | 949,349 | |
Yokogawa Electric Corp. | | | 38,300 | | | | 613,904 | |
Yokohama Rubber Co., Ltd. | | | 20,700 | | | | 415,437 | |
| | | | | | | | |
| | | | | | | 565,070,570 | |
| | | | | | | | |
Jordan – 0.0%(c) | | | | | | | | |
Hikma Pharmaceuticals PLC | | | 23,594 | | | | 450,517 | |
| | | | | | | | |
Luxembourg – 0.3% | | | | | | | | |
ArcelorMittal(b) | | | 118,841 | | | | 2,691,906 | |
Eurofins Scientific SE | | | 1,931 | | | | 1,086,114 | |
Millicom International Cellular SA SDR | | | 10,834 | | | | 639,157 | |
RTL Group SA(b) | | | 6,365 | | | | 479,932 | |
SES SA | | | 60,931 | | | | 1,426,382 | |
Tenaris SA | | | 86,893 | | | | 1,352,794 | |
| | | | | | | | |
| | | | | | | 7,676,285 | |
| | | | | | | | |
Macau – 0.0%(c) | | | | | | | | |
MGM China Holdings, Ltd. | | | 169,200 | | | | 376,267 | |
Wynn Macau, Ltd. | | | 272,400 | | | | 636,471 | |
| | | | | | | | |
| | | | | | | 1,012,738 | |
| | | | | | | | |
Mexico – 0.0%(c) | | | | | | | | |
Fresnillo PLC | | | 41,967 | | | | 810,063 | |
| | | | | | | | |
Netherlands – 4.2% | | | | | | | | |
ABN AMRO Group NV(d) | | | 52,960 | | | | 1,401,966 | |
Aegon NV | | | 335,936 | | | | 1,713,072 | |
AerCap Holdings NV(b) | | | 28,214 | | | | 1,309,976 | |
Akzo Nobel NV | | | 45,133 | | | | 3,916,843 | |
Altice NV Class A(b) | | | 71,703 | | | | 1,651,973 | |
Altice NV Class B(b) | | | 19,053 | | | | 439,073 | |
ASML Holding NV | | | 65,925 | | | | 8,579,265 | |
Boskalis Westminster | | | 17,863 | | | | 579,325 | |
EXOR NV | | | 20,181 | | | | 1,090,796 | |
Gemalto NV | | | 15,050 | | | | 902,035 | |
Heineken Holding NV | | | 18,480 | | | | 1,691,458 | |
Heineken NV | | | 41,210 | | | | 4,001,286 | |
ING Groep NV | | | 682,838 | | | | 11,760,044 | |
Koninklijke Ahold Delhaize NV | | | 226,628 | | | | 4,326,965 | |
Koninklijke DSM NV | | | 32,508 | | | | 2,359,580 | |
Koninklijke KPN NV | | | 625,355 | | | | 1,997,809 | |
Koninklijke Philips NV | | | 164,134 | | | | 5,821,078 | |
Koninklijke Vopak NV | | | 14,298 | | | | 662,088 | |
NN Group NV | | | 56,825 | | | | 2,016,942 | |
NXP Semiconductors NV(b) | | | 47,872 | | | | 5,239,590 | |
Randstad Holding NV | | | 22,428 | | | | 1,307,663 | |
Royal Dutch Shell PLC Class A | | | 783,828 | | | | 20,719,410 | |
Royal Dutch Shell PLC Class B | | | 664,985 | | | | 17,815,499 | |
Wolters Kluwer NV | | | 54,922 | | | | 2,321,799 | |
| | | | | | | | |
| | | | | | | 103,625,535 | |
| | | | | | | | |
New Zealand – 0.2% | | | | | | | | |
Auckland International Airport, Ltd. | | | 174,607 | | | | 911,551 | |
Contact Energy, Ltd. | | | 116,874 | | | | 445,847 | |
Fletcher Building, Ltd. | | | 125,286 | | | | 732,958 | |
Mercury NZ, Ltd. | | | 144,564 | | | | 351,421 | |
See accompanying notes to financial statements.
8
State Street Master Funds
State Street International Developed Equity Index Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – (continued) | |
New Zealand – (continued) | | | | | | | | |
Meridian Energy, Ltd. | | | 192,725 | | | $ | 410,640 | |
Ryman Healthcare, Ltd. | | | 72,076 | | | | 437,497 | |
Spark New Zealand, Ltd. | | | 345,222 | | | | 955,476 | |
| | | | | | | | |
| | | | | | | 4,245,390 | |
| | | | | | | | |
Norway – 0.6% | | | | | | | | |
DNB ASA | | | 167,297 | | | | 2,835,999 | |
Gjensidige Forsikring ASA | | | 32,985 | | | | 561,127 | |
Marine Harvest ASA(b) | | | 67,620 | | | | 1,153,552 | |
Norsk Hydro ASA | | | 230,317 | | | | 1,272,474 | |
Orkla ASA | | | 135,099 | | | | 1,368,465 | |
Schibsted ASA Class A | | | 13,202 | | | | 317,731 | |
Schibsted ASA Class B | | | 15,363 | | | | 338,378 | |
Statoil ASA | | | 198,372 | | | | 3,277,525 | |
Telenor ASA | | | 132,641 | | | | 2,193,094 | |
Yara International ASA | | | 32,889 | | | | 1,231,279 | |
| | | | | | | | |
| | | | | | | 14,549,624 | |
| | | | | | | | |
Portugal – 0.2% | | | | | | | | |
EDP – Energias de Portugal SA | | | 433,534 | | | | 1,415,659 | |
Galp Energia SGPS SA | | | 90,821 | | | | 1,373,031 | |
Jeronimo Martins SGPS SA | | | 45,284 | | | | 882,676 | |
| | | | | | | | |
| | | | | | | 3,671,366 | |
| | | | | | | | |
Singapore – 1.3% | | | | | | | | |
Ascendas REIT | | | 402,050 | | | | 762,139 | |
CapitaLand Commercial Trust | | | 343,000 | | | | 413,538 | |
CapitaLand Mall Trust REIT | | | 390,000 | | | | 559,429 | |
CapitaLand, Ltd. | | | 470,700 | | | | 1,196,535 | |
City Developments, Ltd. | | | 72,400 | | | | 564,224 | |
ComfortDelGro Corp., Ltd. | | | 335,000 | | | | 559,611 | |
DBS Group Holdings, Ltd. | | | 318,313 | | | | 4,794,866 | |
Genting Singapore PLC | | | 1,167,800 | | | | 920,262 | |
Global Logistic Properties, Ltd. | | | 497,500 | | | | 1,033,410 | |
Golden Agri-Resources, Ltd. | | | 1,326,600 | | | | 361,314 | |
Hutchison Port Holdings Trust | | | 935,800 | | | | 402,394 | |
Jardine Cycle & Carriage, Ltd. | | | 17,233 | | | | 555,096 | |
Keppel Corp., Ltd. | | | 265,300 | | | | 1,211,996 | |
Oversea-Chinese Banking Corp., Ltd. | | | 557,026 | | | | 4,365,262 | |
SATS, Ltd. | | | 114,700 | | | | 425,694 | |
Sembcorp Industries, Ltd. | | | 177,900 | | | | 397,960 | |
Singapore Airlines, Ltd. | | | 91,100 | | | | 669,595 | |
Singapore Exchange, Ltd. | | | 152,600 | | | | 813,512 | |
Singapore Press Holdings, Ltd. | | | 306,400 | | | | 718,794 | |
Singapore Technologies Engineering, Ltd. | | | 247,000 | | | | 660,174 | |
Singapore Telecommunications, Ltd. | | | 1,445,000 | | | | 4,082,543 | |
StarHub, Ltd.(a) | | | 120,500 | | | | 238,051 | |
Suntec Real Estate Investment Trust | | | 417,500 | | | | 567,037 | |
United Overseas Bank, Ltd. | | | 237,890 | | | | 3,994,638 | |
UOL Group, Ltd. | | | 89,832 | | | | 498,469 | |
Wilmar International, Ltd. | | | 251,600 | | | | 612,165 | |
| | | | | | | | |
| | | | | | | 31,378,708 | |
| | | | | | | | |
South Africa – 0.1% | | | | | | | | |
Investec PLC | | | 119,452 | | | | 889,855 | |
Mediclinic International PLC(a) | | | 60,148 | | | | 579,328 | |
Mondi PLC | | | 61,229 | | | | 1,601,802 | |
| | | | | | | | |
| | | | | | | 3,070,985 | |
| | | | | | | | |
Spain – 3.4% | | | | | | | | |
Abertis Infraestructuras SA | | | 124,284 | | | | 2,299,219 | |
ACS Actividades de Construccion y Servicios SA | | | 42,964 | | | | 1,657,513 | |
Aena SA(d) | | | 11,655 | | | | 2,271,128 | |
Amadeus IT Group SA | | | 77,377 | | | | 4,620,010 | |
Banco Bilbao Vizcaya Argentaria SA | | | 1,183,601 | | | | 9,807,431 | |
Banco de Sabadell SA | | | 899,353 | | | | 1,824,822 | |
Banco Santander SA | | | 2,572,452 | | | | 16,993,786 | |
Bankia SA | | | 187,877 | | | | 906,846 | |
Bankinter SA(a) | | | 127,076 | | | | 1,168,913 | |
CaixaBank SA | | | 632,456 | | | | 3,015,233 | |
Distribuidora Internacional de Alimentacion SA | | | 112,631 | | | | 700,243 | |
Enagas SA | | | 40,604 | | | | 1,136,932 | |
Endesa SA(a) | | | 54,326 | | | | 1,249,764 | |
Ferrovial SA | | | 82,623 | | | | 1,831,470 | |
Gamesa Corp. Tecnologica SA | | | 38,407 | | | | 818,936 | |
Gas Natural SDG SA | | | 63,126 | | | | 1,475,246 | |
Grifols SA | | | 52,762 | | | | 1,467,433 | |
Iberdrola SA | | | 1,030,212 | | | | 8,146,332 | |
Industria de Diseno Textil SA | | | 192,142 | | | | 7,365,549 | |
Mapfre SA | | | 194,652 | | | | 678,908 | |
Red Electrica Corp. SA(a) | | | 75,662 | | | | 1,578,791 | |
Repsol SA | | | 212,186 | | | | 3,242,917 | |
Telefonica SA | | | 793,040 | | | | 8,174,887 | |
| | | | | | | | |
| | | | | | | 82,432,309 | |
| | | | | | | | |
Sweden – 2.8% | | | | | | | | |
Alfa Laval AB | | | 52,525 | | | | 1,073,597 | |
Assa Abloy AB Class B | | | 174,478 | | | | 3,828,998 | |
Atlas Copco AB Class A | | | 117,510 | | | | 4,500,030 | |
Atlas Copco AB Class B | | | 70,388 | | | | 2,429,288 | |
Boliden AB | | | 47,714 | | | | 1,300,538 | |
Electrolux AB Series B | | | 42,614 | | | | 1,394,944 | |
Essity AB Class B(b) | | | 104,016 | | | | 2,842,557 | |
Getinge AB Class B | | | 35,024 | | | | 684,738 | |
Hennes & Mauritz AB Class B | | | 167,508 | | | | 4,168,560 | |
Hexagon AB Class B | | | 46,996 | | | | 2,231,524 | |
Husqvarna AB Class B | | | 80,679 | | | | 800,616 | |
ICA Gruppen AB | | | 13,522 | | | | 502,753 | |
Industrivarden AB Class C | | | 27,746 | | | | 664,492 | |
Investor AB Class B | | | 81,515 | | | | 3,923,753 | |
Kinnevik AB Class B | | | 41,542 | | | | 1,270,214 | |
L E Lundbergforetagen AB Class B | | | 6,443 | | | | 507,981 | |
Lundin Petroleum AB(b) | | | 30,763 | | | | 591,221 | |
Nordea Bank AB | | | 539,305 | | | | 6,854,366 | |
Sandvik AB | | | 200,656 | | | | 3,152,144 | |
Securitas AB Class B | | | 56,568 | | | | 952,352 | |
Skandinaviska Enskilda Banken AB Class A | | | 264,876 | | | | 3,200,036 | |
Skanska AB Class B | | | 59,507 | | | | 1,410,324 | |
SKF AB Class B | | | 69,664 | | | | 1,409,873 | |
Svenska Handelsbanken AB Class A | | | 265,339 | | | | 3,793,905 | |
Swedbank AB Class A | | | 158,474 | | | | 3,857,315 | |
See accompanying notes to financial statements.
9
State Street Master Funds
State Street International Developed Equity Index Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – (continued) | |
Sweden – (continued) | | | | | | | | |
Swedish Match AB | | | 35,442 | | | $ | 1,246,734 | |
Tele2 AB Class B | | | 66,816 | | | | 698,694 | |
Telefonaktiebolaget LM Ericsson Class B | | | 544,886 | | | | 3,892,251 | |
Telia Co. AB | | | 471,238 | | | | 2,167,196 | |
Volvo AB Class B | | | 273,440 | | | | 4,655,374 | |
| | | | | | | | |
| | | | | | | 70,006,368 | |
| | | | | | | | |
Switzerland – 8.9% | | | | | | | | |
ABB, Ltd. | | | 353,330 | | | | 8,736,860 | |
Adecco Group AG(b) | | | 29,333 | | | | 2,232,941 | |
Baloise Holding AG | | | 8,886 | | | | 1,375,142 | |
Barry Callebaut AG(b) | | | 370 | | | | 509,226 | |
Chocoladefabriken Lindt & Spruengli AG(e) | | | 176 | | | | 1,021,835 | |
Chocoladefabriken Lindt & Spruengli AG(e) | | | 18 | | | | 1,256,513 | |
Cie Financiere Richemont SA | | | 92,566 | | | | 7,636,103 | |
Coca-Cola HBC AG(b) | | | 29,579 | | | | 867,560 | |
Credit Suisse Group AG(b) | | | 417,346 | | | | 6,040,219 | |
Dufry AG(b) | | | 6,194 | | | | 1,016,110 | |
EMS-Chemie Holding AG | | | 1,508 | | | | 1,113,304 | |
Geberit AG | | | 6,593 | | | | 3,078,776 | |
Givaudan SA | | | 1,608 | | | | 3,220,534 | |
Glencore PLC(b) | | | 2,171,884 | | | | 8,102,392 | |
Julius Baer Group, Ltd.(b) | | | 40,401 | | | | 2,128,367 | |
Kuehne + Nagel International AG | | | 9,666 | | | | 1,614,953 | |
LafargeHolcim, Ltd.(b) | | | 81,213 | | | | 4,655,765 | |
Lonza Group AG(b) | | | 13,569 | | | | 2,937,246 | |
Nestle SA | | | 551,599 | | | | 48,066,555 | |
Novartis AG | | | 395,967 | | | | 32,995,527 | |
Pargesa Holding SA | | | 7,650 | | | | 582,747 | |
Partners Group Holding AG | | | 2,977 | | | | 1,848,093 | |
Roche Holding AG | | | 124,580 | | | | 31,767,802 | |
Schindler Holding AG(e) | | | 7,268 | | | | 1,539,892 | |
Schindler Holding AG(e) | | | 3,944 | | | | 818,741 | |
SGS SA | | | 968 | | | | 2,347,095 | |
Sika AG | | | 377 | | | | 2,425,020 | |
Sonova Holding AG | | | 9,633 | | | | 1,566,186 | |
STMicroelectronics NV(a) | | | 113,126 | | | | 1,621,855 | |
Straumann Holding AG | | | 1,786 | | | | 1,017,348 | |
Swatch Group AG(e) | | | 5,182 | | | | 1,916,093 | |
Swatch Group AG(e) | | | 10,693 | | | | 782,170 | |
Swiss Life Holding AG(b) | | | 5,368 | | | | 1,813,904 | |
Swiss Prime Site AG(b) | | | 13,273 | | | | 1,207,203 | |
Swiss Re AG | | | 57,319 | | | | 5,246,186 | |
Swisscom AG | | | 4,460 | | | | 2,154,902 | |
UBS Group AG(b) | | | 647,456 | | | | 10,979,675 | |
Vifor Pharma AG | | | 9,106 | | | | 1,005,069 | |
Wolseley PLC | | | 44,561 | | | | 2,728,001 | |
Zurich Insurance Group AG | | | 26,742 | | | | 7,793,758 | |
| | | | | | | | |
| | | | | | | 219,767,668 | |
| | | | | | | | |
United Kingdom – 15.4% | | | | | | | | |
3i Group PLC | | | 175,202 | | | | 2,053,896 | |
Aberdeen Asset Management PLC | | | 149,307 | | | | 585,706 | |
Admiral Group PLC | | | 38,319 | | | | 996,982 | |
Anglo American PLC(b) | | | 226,888 | | | | 3,017,892 | |
Ashtead Group PLC | | | 86,365 | | | | 1,782,600 | |
Associated British Foods PLC | | | 64,314 | | | | 2,452,753 | |
AstraZeneca PLC | | | 224,733 | | | | 14,989,926 | |
Auto Trader Group PLC(d) | | | 186,149 | | | | 918,833 | |
Aviva PLC | | | 720,370 | | | | 4,921,909 | |
Babcock International Group PLC | | | 40,052 | | | | 458,085 | |
BAE Systems PLC | | | 563,918 | | | | 4,640,393 | |
Barclays PLC | | | 3,011,640 | | | | 7,931,514 | |
Barratt Developments PLC | | | 177,650 | | | | 1,300,323 | |
Berkeley Group Holdings PLC | | | 24,323 | | | | 1,019,549 | |
BP PLC | | | 3,462,174 | | | | 19,913,550 | |
British American Tobacco PLC | | | 329,794 | | | | 22,421,706 | |
British Land Co. PLC REIT | | | 181,550 | | | | 1,427,916 | |
BT Group PLC | | | 1,518,355 | | | | 5,813,254 | |
Bunzl PLC | | | 59,591 | | | | 1,771,042 | |
Burberry Group PLC | | | 77,992 | | | | 1,682,720 | |
Capita PLC | | | 108,576 | | | | 975,255 | |
Centrica PLC | | | 1,011,695 | | | | 2,630,909 | |
CNH Industrial NV | | | 172,154 | | | | 1,946,813 | |
Cobham PLC | | | 394,650 | | | | 664,369 | |
Coca-Cola European Partners PLC | | | 40,293 | | | | 1,633,742 | |
Compass Group PLC | | | 276,871 | | | | 5,826,194 | |
ConvaTec Group PLC(b)(d) | | | 220,763 | | | | 915,338 | |
Croda International PLC | | | 23,514 | | | | 1,186,615 | |
DCC PLC | | | 15,020 | | | | 1,363,764 | |
Diageo PLC | | | 442,754 | | | | 13,046,484 | |
Direct Line Insurance Group PLC | | | 242,834 | | | | 1,121,035 | |
Dixons Carphone PLC | | | 153,548 | | | | 565,643 | |
easyJet PLC | | | 28,875 | | | | 509,722 | |
Fiat Chrysler Automobiles NV(b) | | | 192,744 | | | | 2,029,069 | |
G4S PLC | | | 281,805 | | | | 1,194,789 | |
GKN PLC | | | 298,523 | | | | 1,264,118 | |
GlaxoSmithKline PLC | | | 871,688 | | | | 18,518,415 | |
Hammerson PLC REIT | | | 141,199 | | | | 1,053,692 | |
Hargreaves Lansdown PLC | | | 41,443 | | | | 700,897 | |
HSBC Holdings PLC | | | 3,478,788 | | | | 32,160,080 | |
IMI PLC | | | 44,363 | | | | 688,622 | |
Imperial Brands PLC | | | 170,002 | | | | 7,615,115 | |
Inmarsat PLC | | | 87,430 | | | | 873,899 | |
InterContinental Hotels Group PLC | | | 32,572 | | | | 1,805,341 | |
International Consolidated Airlines Group SA | | | 120,036 | | | | 951,367 | |
Intertek Group PLC | | | 27,259 | | | | 1,493,158 | |
Intu Properties PLC REIT | | | 156,211 | | | | 546,031 | |
ITV PLC | | | 648,668 | | | | 1,528,453 | |
J Sainsbury PLC | | | 294,197 | | | | 961,864 | |
Johnson Matthey PLC | | | 35,957 | | | | 1,340,938 | |
Kingfisher PLC | | | 382,427 | | | | 1,493,737 | |
Land Securities Group PLC REIT | | | 143,120 | | | | 1,883,224 | |
Legal & General Group PLC | | | 1,060,029 | | | | 3,556,594 | |
Lloyds Banking Group PLC | | | 12,586,228 | | | | 10,814,779 | |
London Stock Exchange Group PLC | | | 56,826 | | | | 2,691,262 | |
See accompanying notes to financial statements.
10
State Street Master Funds
State Street International Developed Equity Index Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | |
Security Description | | Shares | | | Value | |
COMMON STOCKS – (continued) | |
United Kingdom – (continued) | | | | | | | | |
Marks & Spencer Group PLC | | | 273,085 | | | $ | 1,182,294 | |
Meggitt PLC | | | 143,867 | | | | 891,211 | |
Merlin Entertainments PLC(d) | | | 113,142 | | | | 706,170 | |
National Grid PLC | | | 609,358 | | | | 7,533,736 | |
Next PLC | | | 24,538 | | | | 1,229,047 | |
Old Mutual PLC | | | 890,102 | | | | 2,236,086 | |
Pearson PLC | | | 147,939 | | | | 1,328,823 | |
Persimmon PLC | | | 54,546 | | | | 1,588,513 | |
Petrofac, Ltd. | | | 44,356 | | | | 254,664 | |
Provident Financial PLC | | | 26,726 | | | | 844,633 | |
Prudential PLC | | | 454,863 | | | | 10,404,762 | |
Randgold Resources, Ltd. | | | 16,737 | | | | 1,479,442 | |
Reckitt Benckiser Group PLC | | | 117,068 | | | | 11,836,770 | |
RELX NV | | | 173,255 | | | | 3,556,908 | |
RELX PLC | | | 191,204 | | | | 4,122,847 | |
Rio Tinto PLC | | | 218,475 | | | | 9,200,405 | |
Rio Tinto, Ltd. | | | 74,844 | | | | 3,632,273 | |
Rolls-Royce Holdings PLC(b) | | | 297,109 | | | | 3,438,632 | |
Royal Bank of Scotland Group PLC(b) | | | 596,872 | | | | 1,916,558 | |
Royal Mail PLC | | | 163,901 | | | | 896,731 | |
RSA Insurance Group PLC | | | 177,620 | | | | 1,420,078 | |
Sage Group PLC | | | 187,691 | | | | 1,677,352 | |
Schroders PLC | | | 19,899 | | | | 802,315 | |
Segro PLC REIT | | | 176,027 | | | | 1,118,557 | |
Severn Trent PLC | | | 39,903 | | | | 1,130,974 | |
Sky PLC | | | 185,923 | | | | 2,400,555 | |
Smith & Nephew PLC | | | 154,134 | | | | 2,652,812 | |
Smiths Group PLC | | | 68,772 | | | | 1,426,622 | |
SSE PLC | | | 178,690 | | | | 3,372,547 | |
St James’s Place PLC | | | 92,071 | | | | 1,413,620 | |
Standard Chartered PLC(b) | | | 575,954 | | | | 5,814,505 | |
Standard Life PLC | | | 350,606 | | | | 1,817,579 | |
Tate & Lyle PLC | | | 75,937 | | | | 652,986 | |
Taylor Wimpey PLC | | | 560,962 | | | | 1,283,901 | |
Tesco PLC(b) | | | 1,423,757 | | | | 3,121,767 | |
Travis Perkins PLC | | | 47,042 | | | | 889,080 | |
Unilever NV | | | 289,287 | | | | 15,943,004 | |
Unilever PLC | | | 225,840 | | | | 12,188,888 | |
United Utilities Group PLC | | | 124,075 | | | | 1,398,125 | |
Vodafone Group PLC | | | 4,681,237 | | | | 13,240,701 | |
Weir Group PLC | | | 41,494 | | | | 932,985 | |
Whitbread PLC | | | 32,926 | | | | 1,696,654 | |
Wm Morrison Supermarkets PLC | | | 391,659 | | | | 1,227,093 | |
Worldpay Group PLC(d) | | | 365,813 | | | | 1,495,843 | |
WPP PLC | | | 225,588 | | | | 4,729,462 | |
| | | | | | | | |
| | | | | | | 379,780,386 | |
| | | | | | | | |
United States – 0.6% | | | | | | | | |
Carnival PLC | | | 31,788 | | | | 2,097,583 | |
Mobileye NV(b) | | | 30,377 | | | | 1,907,675 | |
QIAGEN NV(b) | | | 37,149 | | | | 1,234,035 | |
Shire PLC | | | 133,677 | | | | 7,358,848 | |
Shire PLC ADR | | | 8,899 | | | | 1,470,738 | |
Taro Pharmaceutical Industries, Ltd.(b) | | | 2,744 | | | | 307,493 | |
| | | | | | | | |
| | | | | | | 14,376,372 | |
| | | | | | | | |
TOTAL COMMON STOCKS (Cost $2,206,458,558) | | | | | | | 2,413,593,702 | |
| | | | | | | | |
RIGHTS – 0.0%(c) | | | | | | | | |
Spain – 0.0%(c) | | | | | | | | |
ACS Actividades de Construccion y Servicios SA (expiring 7/17/17)(b) | | | 42,964 | | | | 34,302 | |
Repsol SA (expiring 6/30/17)(b) | | | 212,186 | | | | 96,803 | |
| | | | | | | | |
| | | | | | | 131,105 | |
| | | | | | | | |
TOTAL RIGHTS (Cost $137,238) | | | | | | | 131,105 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS – 2.0% | |
State Street Institutional U.S. Government Money Market Fund, Class G Shares 0.92%(f)(g) (Cost $37,493,347) | | | 37,493,347 | | | | 37,493,347 | |
State Street Navigator Securities Lending Government Money Market Portfolio (Cost $11,533,636) | | | 11,533,636 | | | | 11,533,636 | |
| | | | | | | | |
TOTAL SHORT-TERM INVESTMENTS (Cost $49,026,983) | | | | 49,026,983 | |
| | | | | | | | |
TOTAL INVESTMENTS – 99.9% (Cost $2,255,622,779) | | | | 2,462,751,790 | |
Other Assets in Excess of Liabilities – 0.1% | | | | 2,532,857 | |
| | | | | | | | |
NET ASSETS – 100.0% | | | | | | $ | 2,465,284,647 | |
| | | | | | | | |
(a) | All or a portion of the shares of the security are on loan at June 30, 2017. |
(b) | Non-income producing security. |
(c) | Amount is less than 0.05% of net assets. |
(d) | Securities purchased pursuant to Rule 144A of the Securities Act of 1933, as amended. These securities, which represent 0.6% of net assets as of June 30, 2017, are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. |
(e) | Reflects separate holdings of the issuer’s common stock traded on different securities exchanges. |
(f) | The Portfolio invested in certain money market funds managed by SSGA Funds Management, Inc. Amounts related to these transactions during the period ended June 30, 2017 are shown in the Affiliate Table below. |
(g) | The rate shown is the annualized seven-day yield at June 30, 2017. |
| | |
ADR | | American Depositary Receipt |
REIT | | Real Estate Investment Trust |
SDR | | Swedish Depositary Receipt |
See accompanying notes to financial statements.
11
State Street Master Funds
State Street International Developed Equity Index Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
At June 30, 2017, open futures contracts purchased were as follows:
| | | | | | | | | | | | | | | | |
Futures Contracts | | Expiration Date | | | Number of Contracts | | | Notional Value | | | Unrealized Depreciation | |
Mini MSCI EAFE (long) | | | 09/15/2017 | | | | 482 | | | $ | 45,539,360 | | | $ | (101,133 | ) |
During the period ended June 30, 2017, average notional value related to futures contracts was $45,674,929 or 1.9% of net assets.
The following table summarizes the value of the Fund’s investments according to the fair value hierarchy as of June 30, 2017.
| | | | | | | | | | | | | | | | |
Description | | Level 1 – Quoted Prices | | | Level 2 – Other Significant Observable Inputs | | | Level 3 – Significant Unobservable Inputs | | | Total | |
Assets: | | | | | | | | | | | | | | | | |
Investments: | | | | | | | | | | | | | | | | |
Common Stocks | | | | | | | | | | | | | | | | |
Australia | | $ | 171,293,100 | | | $ | – | | | $ | – | | | $ | 171,293,100 | |
Austria | | | 5,816,560 | | | | – | | | | – | | | | 5,816,560 | |
Belgium | | | 27,620,286 | | | | – | | | | – | | | | 27,620,286 | |
Chile | | | 704,837 | | | | – | | | | – | | | | 704,837 | |
China | | | 333,703 | | | | – | | | | – | | | | 333,703 | |
Denmark | | | 43,646,173 | | | | – | | | | – | | | | 43,646,173 | |
Finland | | | 24,586,883 | | | | – | | | | – | | | | 24,586,883 | |
France | | | 246,852,064 | | | | – | | | | – | | | | 246,852,064 | |
Germany | | | 229,304,507 | | | | – | | | | – | | | | 229,304,507 | |
Hong Kong | | | 82,945,447 | | | | – | | | | – | | | | 82,945,447 | |
Ireland | | | 15,512,988 | | | | – | | | | – | | | | 15,512,988 | |
Israel | | | 13,917,193 | | | | – | | | | – | | | | 13,917,193 | |
Italy | | | 49,135,077 | | | | – | | | | – | | | | 49,135,077 | |
Japan | | | 565,070,570 | | | | – | | | | – | | | | 565,070,570 | |
Jordan | | | 450,517 | | | | – | | | | – | | | | 450,517 | |
Luxembourg | | | 7,676,285 | | | | – | | | | – | | | | 7,676,285 | |
Macau | | | 1,012,738 | | | | – | | | | – | | | | 1,012,738 | |
Mexico | | | 810,063 | | | | – | | | | – | | | | 810,063 | |
Netherlands | | | 103,625,535 | | | | – | | | | – | | | | 103,625,535 | |
New Zealand | | | 4,245,390 | | | | – | | | | – | | | | 4,245,390 | |
Norway | | | 14,549,624 | | | | – | | | | – | | | | 14,549,624 | |
Portugal | | | 3,671,366 | | | | – | | | | – | | | | 3,671,366 | |
Singapore | | | 31,378,708 | | | | – | | | | – | | | | 31,378,708 | |
South Africa | | | 3,070,985 | | | | – | | | | – | | | | 3,070,985 | |
Spain | | | 82,432,309 | | | | – | | | | – | | | | 82,432,309 | |
Sweden | | | 70,006,368 | | | | – | | | | – | | | | 70,006,368 | |
Switzerland | | | 219,767,668 | | | | – | | | | – | | | | 219,767,668 | |
United Kingdom | | | 379,780,386 | | | | – | | | | – | | | | 379,780,386 | |
United States | | | 14,376,372 | | | | – | | | | – | | | | 14,376,372 | |
Rights | | | | | | | | | | | | | | | | |
Spain | | | 131,105 | | | | – | | | | – | | | | 131,105 | |
Short-Term Investments | | | 49,026,983 | | | | – | | | | – | | | | 49,026,983 | |
| | | | | | | | | | | | | | | | |
Total Investments | | $ | 2,462,751,790 | | | $ | – | | | $ | – | | | $ | 2,462,751,790 | |
| | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | |
Other Financial Instruments: | | | | | | | | | | | | | | | | |
Futures Contracts(a) | | $ | (101,133 | ) | | $ | – | | | $ | – | | | $ | (101,133 | ) |
| | | | | | | | | | | | | | | | |
Total Other Financial Instruments | | $ | (101,133 | ) | | $ | – | | | $ | – | | | $ | (101,133 | ) |
| | | | | | | | | | | | | | | | |
(a) | Futures Contracts are valued at unrealized appreciation (depreciation). |
See accompanying notes to financial statements.
12
State Street Master Funds
State Street International Developed Equity Index Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
Affiliate Table
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Number of shares held at 12/31/16 | | | Value at 12/31/16 | | | Shares purchased | | | Shares sold | | | Number of shares held at 6/30/17 | | | Value at 6/30/17 | | | Dividend income | |
State Street Institutional U.S. Government Money Market Fund, Class G Shares | | | – | | | $ | – | | | | 122,312,188 | | | | 84,818,841 | | | | 37,493,347 | | | $ | 37,493,347 | | | $ | 33,236 | |
State Street Institutional U.S. Government Money Market Fund, Premier Class | | | 39,019,139 | | | | 39,019,139 | | | | 142,528,365 | | | | 181,547,504 | | | | – | | | | – | | | | 74,812 | |
State Street Navigator Securities Lending Government Money Market Portfolio | | | – | | | | – | | | | 153,691,123 | | | | 142,157,487 | | | | 11,533,636 | | | | 11,533,636 | | | | – | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL | | | | | | $ | 39,019,139 | | | | | | | | | | | | | | | $ | 49,026,983 | | | $ | 108,048 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
See accompanying notes to financial statements.
13
State Street Master Funds
State Street International Developed Equity Index Portfolio
Statement of Assets and Liabilities
June 30, 2017 (Unaudited)
| | | | |
Assets | |
Investments in unaffiliated issuers, at value* (Note 2) | | $ | 2,413,724,807 | |
Investments in affiliated issuers, at value (Note 2) | | | 49,026,983 | |
| | | | |
Total investments | | | 2,462,751,790 | |
Foreign currency, at value | | | 3,501,699 | |
Cash at broker | | | 1,687,000 | |
Cash | | | 5 | |
Receivable from broker – variation margin on open futures contracts | | | 322,915 | |
Receivable for investments sold | | | 29,932 | |
Dividends receivable – unaffiliated issuers (Note 2) | | | 4,754,113 | |
Dividends receivable – affiliated issuers (Note 2) | | | 22,260 | |
Securities lending income receivable – affiliated issuers | | | 77,748 | |
Receivable for foreign taxes recoverable | | | 4,181,009 | |
| | | | |
Total assets | | | 2,477,328,471 | |
| | | | |
Liabilities | |
Payable upon return of securities loaned | | | 11,533,636 | |
Payable for investments purchased | | | 357 | |
Advisory fee payable (Note 4) | | | 221,855 | |
Custodian fees payable (Note 4) | | | 124,907 | |
Trustees’ fees and expenses payable (Note 5) | | | 132,449 | |
Professional fees payable | | | 28,258 | |
Printing and postage fees payable | | | 2,362 | |
| | | | |
Total liabilities | | | 12,043,824 | |
| | | | |
Net Assets | | $ | 2,465,284,647 | |
| | | | |
Cost of Investments: | |
Investments in unaffiliated issuers | | $ | 2,206,595,796 | |
Investments in affiliated issuers | | | 49,026,983 | |
| | | | |
Total cost of investments | | $ | 2,255,622,779 | |
| | | | |
Foreign currency, at cost | | $ | 3,497,787 | |
| | | | |
* Includes investments in securities on loan, at value | | $ | 19,290,291 | |
| | | | |
See accompanying notes to financial statements.
14
State Street Master Funds
State Street International Developed Equity Index Portfolio
Statement of Operations
For the Period Ended June 30, 2017 (Unaudited)
| | | | |
Investment Income | |
Interest income | | $ | 8,586 | |
Dividend income – unaffiliated issuers (Note 2) | | | 50,373,178 | |
Dividend income – affiliated issuers (Note 2) | | | 108,048 | |
Affiliated securities lending income – net (Note 9) | | | 157,001 | |
Foreign taxes withheld | | | (4,395,670 | ) |
| | | | |
Total investment income (loss) | | | 46,251,143 | |
| | | | |
Expenses | |
Advisory fee (Note 4) | | | 1,242,989 | |
Administration and custody fees | | | 133,824 | |
Trustees’ fees and expenses (Note 5) | | | 168,812 | |
Professional fees | | | 38,529 | |
Printing and postage fees | | | 856 | |
Insurance expense | | | 181 | |
Miscellaneous expenses | | | 2,795 | |
| | | | |
Total expenses | | | 1,587,986 | |
| | | | |
Net expenses | | | 1,587,986 | |
| | | | |
Net Investment Income (Loss) | | | 44,663,157 | |
| | | | |
Realized and Unrealized Gain (Loss) | |
Net realized gain (loss) on: | | | | |
Investments – unaffiliated issuers | | | (375,947 | ) |
Foreign currency transactions | | | 243,027 | |
Futures contracts | | | 5,762,817 | |
| | | | |
Net realized gain (loss) | | | 5,629,897 | |
| | | | |
Net change in unrealized appreciation/depreciation on: | | | | |
Investments – unaffiliated issuers | | | 244,574,097 | |
Foreign currency transactions | | | 262,359 | |
Futures contracts | | | 103,725 | |
| | | | |
Net change in unrealized appreciation/depreciation | | | 244,940,181 | |
| | | | |
Net realized and unrealized gain (loss) | | | 250,570,078 | |
| | | | |
Net Increase (Decrease) in Net Assets from Operations | | $ | 295,233,235 | |
| | | | |
See accompanying notes to financial statements.
15
State Street Master Funds
State Street International Developed Equity Index Portfolio
Statement of Changes in Net Assets
| | | | | | | | |
| | Six Months Ended 6/30/17 (Unaudited) | | | For the Period 4/29/16* - 12/31/16 | |
Increase (Decrease) in Net Assets from Operations: | | | | | | | | |
Net investment income (loss) | | $ | 44,663,157 | | | $ | 27,767,161 | |
Net realized gain (loss) | | | 5,629,897 | | | | (3,801,537 | ) |
Net change in unrealized appreciation/depreciation | | | 244,940,181 | | | | (37,745,625 | ) |
| | | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | 295,233,235 | | | | (13,780,001 | ) |
| | | | | | | | |
Capital Transactions: | | | | | | | | |
Contributions | | | 319,534,547 | | | | 1,989,271,659 | |
In-kind subscriptions (Note 1) | | | – | | | | 31,466,206 | |
Withdrawals | | | (130,547,813 | ) | | | (25,893,186 | ) |
| | | | | | | | |
Net Increase (Decrease) in Net Assets from Capital Transactions | | | 188,986,734 | | | | 1,994,844,679 | |
| | | | | | | | |
Net Increase (Decrease) in Net Assets During the Period | | | 484,219,969 | | | | 1,981,064,678 | |
| | | | | | | | |
Net Assets at Beginning of Period | | | 1,981,064,678 | | | | – | |
| | | | | | | | |
Net Assets at End of Period | | $ | 2,465,284,647 | | | $ | 1,981,064,678 | |
| | | | | | | | |
See accompanying notes to financial statements.
16
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:
| | | | | | | | |
| | Six Months Ended 6/30/17 (Unaudited) | | | For the Period 4/29/16* - 12/31/16 | |
Ratios and Supplemental Data: | | | | | | | | |
Net assets, end of period (in 000s) | | $ | 2,465,285 | | | $ | 1,981,065 | |
Ratios to average net assets: | | | | | | | | |
Total expenses | | | 0.14 | %(a) | | | 0.15 | %(a) |
Net investment income (loss) | | | 3.95 | %(a) | | | 2.57 | %(a) |
Total return(b) | | | 13.96 | % | | | 1.00 | % |
Portfolio turnover rate | | | 3 | %(c) | | | 1 | %(c) |
* | Commencement of operations. |
(b) | Total return for periods of less than one year are not annualized. Results represent past performance and is not indicative of future results. |
See accompanying notes to financial statements.
17
State Street Master Funds
State Street International Developed Equity Index Portfolio
Notes to Financial Statements
June 30, 2017 (Unaudited)
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 June 30, 2017, 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 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.
18
State Street Master Funds
State Street International Developed Equity Index Portfolio
Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
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 (“NAV”) 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 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.
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 an 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 |
19
State Street Master Funds
State Street International Developed Equity Index Portfolio
Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
| 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 June 30, 2017 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 six months ended June 30, 2017.
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 and foreign exchange transactions, if any, 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 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 Portfolio 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.
20
State Street Master Funds
State Street International Developed Equity Index Portfolio
Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
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 June 30, 2017, 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 June 30, 2017, the Portfolio entered into futures contracts for cash equitization, return enhancement and to facilitate daily liquidity.
The following summarizes the value of the Portfolio’s derivative instruments as of June 30, 2017 and the related location in the accompanying Statement of Assets, 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) | | $ | – | | | $ | – | | | $ | – | | | $ | (101,133 | ) | | $ | – | | | $ | (101,133 | ) |
(a) | Unrealized depreciation on open futures contracts. |
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Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
Net Realized Gain (Loss)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Interest Rate Contracts Risk | | | Foreign Exchange Contracts Risk | | | Credit Contracts Risk | | | Equity Contracts Risk | | | Commodity Contracts Risk | | | Total | |
Futures Contracts | | $ | – | | | $ | – | | | $ | – | | | $ | 5,762,817 | | | $ | – | | | $ | 5,762,817 | |
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 | | $ | – | | | $ | – | | | $ | – | | | $ | 103,725 | | | $ | – | | | $ | 103,725 | |
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, Sub-Administrator and Custodian 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 | | $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 – Securities Lending
State Street, an affiliate of the Portfolio, acts as the securities lending agent for the Portfolio, pursuant to an amended and restated securities lending authorization agreement dated January 6, 2017.
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Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
Proceeds collected by State Street on investment of cash collateral or any fee income are allocated as follows (after deduction of such other amounts payable to State Street under the terms of the securities lending agreement): 85% payable to the Fund, and 15% payable to State Street.
In addition, cash collateral from lending activities is invested in the State Street Navigator Securities Lending Government Money Market Portfolio, an affiliated money market fund, for which SSGA FM serves as investment adviser. See Note 8 for additional information regarding securities lending.
Other Transactions with Affiliates
The Portfolio may invest in affiliated entities, including securities issued by State Street Corp., 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 June 30, 2017 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 reimbursed for travel and other out-of-pocket expenses in connection with meeting attendance and industry seminars. The Portfolio has not made any payments to the Independent Trustees during the period ended June 30, 2017.
6. | | Investment Transactions |
Purchases and sales of investments (excluding in-kind transactions, short term investments and derivative contracts) for the period ended June 30, 2017, were as follows:
| | | | | | | | |
| | Other Securities | |
| | Purchases | | | Sales | |
State Street International Developed Equity Index Portfolio | | $ | 307,330,550 | | | $ | 73,759,830 | |
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 respective 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. As of December 31, 2017, 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.
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Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
As of June 30, 2017, 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 International Developed Equity Index Portfolio | | $ | 2,248,427,650 | | | $ | 265,857,871 | | | $ | 63,067,367 | | | $ | 202,790,504 | |
The Portfolio may lend securities to qualified broker-dealers or institutional investors. The loans are secured at all times by cash, cash equivalents or U.S. government securities in an amount at least equal to the market value of the securities loaned, plus accrued interest and dividends, determined on a daily basis and adjusted accordingly. The value of the collateral with respect to a loaned security may be temporarily more or less than the value of a security due to market fluctuations of securities values. With respect to each loan, if on any U.S. business day the aggregate market value of securities collateral plus cash collateral is less than the aggregate market value of the securities which are subject to the loan, the borrower will be notified to provide additional collateral on the next business day.
The Portfolio will regain record ownership of loaned securities to exercise certain beneficial rights; however, the Portfolio may bear the risk of delay in recovery of, or even loss of rights in the securities loaned should the borrower fail financially. In addition, the Portfolio will bear the risk of loss of any cash collateral that it may invest. The Portfolio receives compensation for lending its securities from interest or dividends earned on the cash, cash equivalents or U.S. government securities held as collateral, net of fee rebates paid to the borrower and net of fees paid to State Street as the lending agent. Additionally, the Portfolio will receive a fee from the borrower for non-cash collateral equal to a percentage of the market value of the loaned securities.
The market value of securities on loan as of June 30, 2017, and the value of the invested cash collateral are disclosed in the Portfolio’s Statement of Assets and Liabilities. Non-cash collateral is not disclosed in the Portfolio’s Statement of Assets and Liabilities as it is held by the lending agent on behalf of the Portfolio, and the Portfolio does not have the ability to re-hypothecate those securities. Securities lending income, as disclosed in the Portfolio’s Statement of Operations, represents the income earned from the non-cash collateral and the investment of cash collateral, net of fee rebates paid to the borrower and net of fees paid to State Street as lending agent.
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State Street Master Funds
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Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
The following is a summary of the Portfolio’s securities lending agreements and related cash and non-cash collateral received as of June 30, 2017:
State Street International Developed Equity Index Portfolio
| | | | | | | | | | | | | | | | | | | | |
| | Remaining Contractual Maturity of the Agreements As of June 30, 2017 | |
| | Overnight and Continuous | | | <30 days | | | Between 30 & 90 days | | | >90 days | | | Total | |
Securities Lending Transactions | | | | | | | | | | | | | | | | | | | | |
Common Stocks | | $ | 11,533,636 | | | $ | – | | | $ | – | | | $ | – | | | $ | 11,533,636 | |
Total Borrowings | | $ | 11,533,636 | | | $ | – | | | $ | – | | | $ | – | | | $ | 11,533,636 | |
Gross amount of recognized liabilities for securities lending transactions. | | | $ | 11,533,636 | |
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 October 12, 2017 unless extended or renewed.
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.
The Portfolio had no outstanding loans as of June 30, 2017.
Foreign and Emerging Markets Risk
Investing in foreign markets involves 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 a 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.
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Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
11. | | New Accounting Pronouncement |
In October 2016, the U.S. Securities and Exchange Commission (the “SEC”) adopted new rules and amended existing rules (together, “final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management has evaluated the impact of the adoption of the amendments to Regulation S-X on the financial statements of the Portfolio and concluded that it will be limited to additional disclosures.
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.
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Other Information
June 30, 2017 (Unaudited)
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 January 1, 2017 to June 30, 2017.
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 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 International Developed Equity Index Portfolio | | | 0.14 | % | | $ | 1,139.60 | | | $ | 0.74 | | | $ | 1,024.10 | | | $ | 0.70 | |
(a) | Expenses are equal to the Portfolio’s annualized net expense ratio multiplied by the average account value of the period, multiplied by 181, then divided by 365. |
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Other Information — (continued)
June 30, 2017 (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. 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.
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Other Information — (continued)
June 30, 2017 (Unaudited)
Trustee Considerations in Approving Continuation of
Investment Advisory Agreement1
Overview of the Contract Review Process
Under the Investment Company Act of 1940, as amended (the “1940 Act”), 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 or its shareholders, and 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 (the “Trust”), met in person on April 24-25, 2017 and May 16-17, 2017, including in executive sessions attended by the Independent Trustees, to consider a proposal to approve, with respect to the State Street International Developed Equity Index Portfolio (the “Portfolio”), 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. 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 Agreement. Following the April 24-25, 2017 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 16-17, 2017 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: |
| • | | Comparisons of the State Street Hedged International Developed Equity Index Fund’s (the “HIDE Fund”) performance over the one-year period ended December 31, 2016, to the |
1 | Over the course of many years overseeing the Portfolio and other investment companies, 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. |
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Other Information — (continued)
June 30, 2017 (Unaudited)
| performance of an appropriate benchmark constructed by Broadridge Financial Solutions, Inc., the successor to Lipper, Inc. (“Broadridge”), for the Fund (the “Lipper Index”) and a universe of other mutual funds with similar investment objectives and policies (the “Performance Group” and/or the “Performance Universe”); |
| • | | Comparisons of the State Street International Developed Equity Index Fund’s (the “Feeder Fund”, and together with the HIDE Fund, the “Funds”) 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”); |
| • | | A chart showing the HIDE Fund’s historical average net assets relative to its total expenses, management fees, and non-management expenses over the past two calendar years; and |
| • | | Comparisons of the Feeder 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 HIDE Fund; and |
| • | | Profitability analyses for (a) the Adviser with respect to the Portfolio and (b) affiliates of the Adviser that provide services to the Portfolio (“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 Portfolio. |
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 portfolio of the Portfolio; |
| • | | 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 Portfolio and its service providers, including the Adviser’s record of compliance with investment policies and restrictions and other operating policies of the Portfolio; |
| • | | A description of the adequacy and sophistication of the Adviser’s technology and systems with respect to investment and administrative matters and a description of any material improvements or changes in technology or systems in the past year; |
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Other Information — (continued)
June 30, 2017 (Unaudited)
| • | | 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 provided to the Portfolio by SSGA FM in its capacity as the Portfolio’s administrator (the “Administrator”); |
| • | | Information concerning the nature, extent, quality and cost of various non-investment management services provided to the Portfolio by affiliates of the Adviser, including the custodian, sub-administrator, transfer agent, fund accountant and securities lending agent of the Portfolio, and the role of the Adviser in managing the Portfolio’s relationship with these service providers; |
| • | | Copies of the Advisory Agreement and agreements with other service providers of the Portfolio; |
| • | | 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 Portfolio’s Adviser and Administrator, with respect to its operations relating to the Portfolio and its approximate profit margins before taxes from such operations for the calendar year ended December 31, 2016; and the relevant operations of other affiliated service providers to the Portfolio, together with their approximate profit margins from such relevant operations for the calendar year ended December 31, 2016; |
| • | | State Street Bank and Trust Company (“State Street”), the sub-administrator, custodian, transfer agent and securities lending agent for the Portfolio, with respect to its operations relating to the Portfolio; and |
| • | | State Street Global Advisors Funds Distributors, LLC, the principal underwriter and distributor of the shares of the Portfolio (the “Distributor”), with respect to its operations relating to the Portfolio; |
| • | | Information from SSGA FM, State Street and the Distributor with respect to the 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 16-17, 2017; |
| • | | Materials provided by Broadridge, circulated to the Independent Trustees and to Independent Counsel, with respect to the Funds; 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 Portfolio 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 Portfolio and the investment strategies used in pursuing the Portfolio’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
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Other Information — (continued)
June 30, 2017 (Unaudited)
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 Portfolio.
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 16-17, 2017 the Board, including a majority of the Independent Trustees, voted to approve the continuation of the Advisory Agreement effective June 1, 2017, for an additional year with respect to the Portfolio.
Nature, Extent and Quality of Services
In considering whether to approve the Advisory Agreement, the Board evaluated the nature, extent and quality of services provided to the Portfolio by the Adviser.
The Board considered the Adviser’s management capabilities and investment process with respect to the types of investments held by the Portfolio, including the education, experience and number of investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Portfolio. 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. The Board considered the extensive experience and resources committed by the Adviser to risk management, including with respect to investment risk, liquidity risk, operational risk, counterparty risk and model risk. The Board also took into account the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.
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 the Portfolio’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 Portfolio.
Portfolio Performance
The Board considered the Portfolio’s performance by evaluating the performance of the HIDE Fund. The Board compared the HIDE Fund’s investment performance to the performance of an appropriate benchmark and universe of comparable mutual funds for the one-year period ended December 31, 2016. For purposes of these comparisons the Independent Trustees relied extensively on the Performance
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Other Information — (continued)
June 30, 2017 (Unaudited)
Group, Performance Universe and Lipper Index and the analyses of the related data provided by Broadridge.
The Board considered that the Fund outperformed the medians of its Performance Group and Performance Universe and its Lipper Index for the 1-year period.
On the basis of the foregoing and other relevant information, the Board concluded that the performance of the Portfolio is satisfactory based on the performance of the Fund in comparison to the performance of its Performance Group, Performance Universe or Lipper Index.
Management Fees and Expenses
The Board reviewed the contractual investment advisory fee rates payable by the Portfolio and actual fees paid by the Feeder Fund, net of waivers. As part of its review, the Board considered the Feeder Fund’s management fee and total expense ratio, including the portion attributable to administrative services provided by SSGA FM (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 the Feeder Fund. The Board also considered the comparability of the fees charged and the services provided to the Feeder 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 the Portfolio to limit the total expenses borne by shareholders of the Feeder Fund. Among other information, the Board considered the following expense information in its evaluation of the Portfolio:
The Board considered the investment advisory fee for the State Street International Developed Equity Index Portfolio in the context of its overall master-feeder arrangement with the State Street International Developed Equity Index Fund. The Board considered that the actual management fee for the State Street International Developed Equity Index Fund was below the median of its Expense Group and Expense Universe. The Board also considered that the Fund’s total expenses were below the medians of its Expense Group and Expense Universe.
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 the Feeder Fund compare favorably to the fees and expenses of the Expense Group and Expense Universe and the fees and the expense ratio of the Portfolio 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 the Portfolio and to all funds within the fund complex. The Board considered other direct and indirect benefits received by SSGA FM and Affiliated Service Providers in connection with their relationships with the Portfolio, together with the profitability of each of the Affiliated Service Providers with respect to their services to the Portfolio and/or fund complex. The Board also considered the various risks borne by SSGA FM and State Street in connection with their various roles in servicing the Trust, including enterprise, litigation, business, operational and
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Other Information — (continued)
June 30, 2017 (Unaudited)
entrepreneurial risk. The Board noted that the Adviser does not currently have “soft dollar” arrangements in effect for trading the Portfolio’s investments.
The Board concluded that the profitability of the Adviser with respect to the Portfolio, and the profitability range of each of the Affiliated Service Providers with respect to its services to the Portfolio, 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 the Portfolio and the fund complex, on the other hand, can expect to realize benefits from economies of scale as the assets of the Portfolio and fund complex increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of the Portfolio or the fund complex taken as a whole. The Board concluded that, in light of the current size of the Portfolio and the fund complex, the level of profitability of the Adviser and its affiliates with respect to the Portfolio and the fund complex over various time periods, and the comparative management fee and expense ratio of the Feeder 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 Portfolio to such an extent that previously agreed advisory fees should be reduced or that breakpoints in such fees should be implemented for the Portfolio at this time.
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 Portfolio and its 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.
34
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.
Semi-Annual Report
30 June 2017
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
Semi-Annual Report
June 30, 2017 (Unaudited)
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* | | | June 30, 2017 | |
Certificates of Deposit | | | 32.2 | % |
Other Notes | | | 27.1 | |
Financial Company Commercial Paper | | | 17.0 | |
Asset Backed Commercial Paper | | | 13.1 | |
Treasury Repurchase Agreements | | | 5.6 | |
Government Agency Repurchase Agreements | | | 4.2 | |
Other Commercial Paper | | | 0.8 | |
Other Assets in Excess of Liabilities | | | 0.0 | ** |
Total | | | 100.0 | % |
| | | | |
Maturity Ladder* | | | June 30, 2017 | |
2 to 30 Days | | | 53.9 | % |
31 to 60 Days | | | 9.4 | |
61 to 90 Days | | | 13.6 | |
Over 90 Days | | | 23.1 | |
Total | | | 100.0 | % |
Average days to maturity | | | 26 | |
Weighted average life | | | 56 | |
* | As a percentage of net assets as of the date indicated. The Portfolio’s composition will vary over time. |
** | Amount is less than 0.05% of net assets. |
1
State Street Master Funds
State Street Money Market Portfolio
Schedule of Investments
June 30, 2017 (Unaudited)
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
ASSET BACKED COMMERCIAL PAPER – 13.1% | |
Alpine Securitization Ltd.(a) | | | 1.220 | % | | | 08/01/2017 | | | | 08/01/2017 | | | $ | 50,000,000 | | | $ | 49,944,844 | |
Alpine Securitization Ltd.(a) | | | 1.250 | % | | | 08/31/2017 | | | | 08/31/2017 | | | | 50,000,000 | | | | 49,891,328 | |
Antalis SA(a) | | | 1.200 | % | | | 07/07/2017 | | | | 07/07/2017 | | | | 65,000,000 | | | | 64,984,960 | |
Antalis SA(a) | | | 1.250 | % | | | 09/06/2017 | | | | 09/06/2017 | | | | 40,000,000 | | | | 39,904,196 | |
Atlantic Asset Securitization LLC(a) | | | 1.040 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 100,000,000 | | | | 99,990,042 | |
Bennington Stark Capital Co. LLC(a) | | | 1.250 | % | | | 07/17/2017 | | | | 07/17/2017 | | | | 75,000,000 | | | | 74,957,323 | |
Collateralized Commercial Paper Co. LLC(a) | | | 1.250 | % | | | 09/06/2017 | | | | 09/06/2017 | | | | 85,000,000 | | | | 84,796,416 | |
Collateralized Commercial Paper Co. LLC, 1 Month USD LIBOR + 0.31%(b) | | | 1.526 | % | | | 07/26/2017 | | | | 10/26/2017 | | | | 100,000,000 | | | | 100,077,388 | |
Collateralized Commercial Paper Co. LLC, 1 Month USD LIBOR + 0.47%(b) | | | 1.556 | % | | | 07/06/2017 | | | | 07/06/2017 | | | | 100,000,000 | | | | 100,006,606 | |
Crown Point Cap Co.(a) | | | 1.320 | % | | | 09/27/2017 | | | | 09/27/2017 | | | | 75,000,000 | | | | 74,760,998 | |
Kells Funding LLC(a) | | | 1.120 | % | | | 07/24/2017 | | | | 07/24/2017 | | | | 75,000,000 | | | | 74,940,300 | |
Kells Funding LLC(a) | | | 1.200 | % | | | 09/08/2017 | | | | 09/08/2017 | | | | 50,000,000 | | | | 49,879,444 | |
Liberty Funding LLC(a) | | | 1.240 | % | | | 09/21/2017 | | | | 09/21/2017 | | | | 45,000,000 | | | | 44,866,889 | |
Liberty Funding LLC(a) | | | 1.250 | % | | | 09/27/2017 | | | | 09/27/2017 | | | | 48,500,000 | | | | 48,345,446 | |
LMA SA(a) | | | 1.040 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 100,000,000 | | | | 99,990,125 | |
LMA SA(a) | | | 1.350 | % | | | 10/03/2017 | | | | 10/03/2017 | | | | 50,000,000 | | | | 49,828,604 | |
Matchpoint Finance PLC(a) | | | 1.210 | % | | | 09/01/2017 | | | | 09/01/2017 | | | | 50,000,000 | | | | 49,882,487 | |
Nieuw Amsterdam Receivables Corp.(a) | | | 1.270 | % | | | 09/15/2017 | | | | 09/15/2017 | | | | 85,000,000 | | | | 84,764,198 | |
Victory Receivables Corp.(a) | | | 1.330 | % | | | 09/15/2017 | | | | 09/15/2017 | | | | 100,000,000 | | | | 99,684,086 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL ASSET BACKED COMMERCIAL PAPER | | | | 1,341,495,680 | |
| | | | | | | | | | | | | | | | | �� | | | |
CERTIFICATES OF DEPOSIT – 32.2% | |
Bank of Montreal(a) | | | 1.220 | % | | | 09/15/2017 | | | | 09/15/2017 | | | | 50,000,000 | | | | 49,993,820 | |
Bank of Montreal(a) | | | 1.110 | % | | | 08/09/2017 | | | | 08/09/2017 | | | | 50,000,000 | | | | 49,992,122 | |
Bank of Montreal, 1 Month USD LIBOR + 0.13%(b) | | | 1.206 | % | | | 07/03/2017 | | | | 11/03/2017 | | | | 75,000,000 | | | | 75,009,199 | |
Bank of Montreal(a) | | | 1.310 | % | | | 10/02/2017 | | | | 10/02/2017 | | | | 42,000,000 | | | | 42,002,837 | |
Bank of Montreal, 3 Month USD LIBOR + 0.17%(b) | | | 1.356 | % | | | 08/23/2017 | | | | 05/23/2018 | | | | 80,000,000 | | | | 80,039,110 | |
Bank of Tokyo-Mitsubishi UFJ Ltd.(a) | | | 1.130 | % | | | 07/05/2017 | | | | 07/05/2017 | | | | 50,000,000 | | | | 49,999,610 | |
Bank of Tokyo-Mitsubishi UFJ Ltd.(a) | | | 1.240 | % | | | 09/11/2017 | | | | 09/11/2017 | | | | 75,000,000 | | | | 75,000,119 | |
Bank of Tokyo-Mitsubishi UFJ Ltd.(a) | | | 1.250 | % | | | 09/21/2017 | | | | 09/21/2017 | | | | 100,000,000 | | | | 99,999,271 | |
Bank of Tokyo-Mitsubishi UFJ Ltd.(a) | | | 1.260 | % | | | 10/10/2017 | | | | 10/10/2017 | | | | 50,000,000 | | | | 49,997,032 | |
BNP Paribas(a) | | | 1.280 | % | | | 10/02/2017 | | | | 10/02/2017 | | | | 100,000,000 | | | | 100,007,970 | |
Canadian Imperial Bank of Commerce, 1 Month USD LIBOR + 0.29%(b) | | | 1.341 | % | | | 07/03/2017 | | | | 12/01/2017 | | | | 50,000,000 | | | | 50,047,977 | |
Citibank NA(a) | | | 1.220 | % | | | 09/15/2017 | | | | 09/15/2017 | | | | 75,000,000 | | | | 74,993,293 | |
Citibank NA(a) | | | 1.240 | % | | | 10/06/2017 | | | | 10/06/2017 | | | | 50,000,000 | | | | 49,991,587 | |
Citibank NA(a) | | | 1.300 | % | | | 10/03/2017 | | | | 10/03/2017 | | | | 75,000,000 | | | | 75,000,555 | |
See accompanying notes to financial statements.
2
State Street Master Funds
State Street Money Market Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
CERTIFICATES OF DEPOSIT – (continued) | |
Citibank NA(a) | | | 1.300 | % | | | 10/12/2017 | | | | 10/12/2017 | | | $ | 50,000,000 | | | $ | 49,998,610 | |
Credit Agricole Corporate & Investment Bank(a) | | | 1.000 | % | | | 07/05/2017 | | | | 07/05/2017 | | | | 100,000,000 | | | | 99,997,307 | |
Credit Agricole Corporate & Investment Bank(a) | | | 1.240 | % | | | 09/21/2017 | | | | 09/21/2017 | | | | 75,000,000 | | | | 74,998,354 | |
Credit Suisse(a) | | | 1.150 | % | | | 07/19/2017 | | | | 07/19/2017 | | | | 33,000,000 | | | | 32,999,400 | |
Credit Suisse(a) | | | 1.150 | % | | | 07/27/2017 | | | | 07/27/2017 | | | | 34,000,000 | | | | 33,998,790 | |
Credit Suisse(a) | | | 1.150 | % | | | 07/28/2017 | | | | 07/28/2017 | | | | 33,000,000 | | | | 32,998,731 | |
ING Bank NV(a) | | | 1.210 | % | | | 07/06/2017 | | | | 07/06/2017 | | | | 55,000,000 | | | | 55,000,000 | |
ING Bank NV(a) | | | 1.230 | % | | | 08/07/2017 | | | | 08/07/2017 | | | | 115,000,000 | | | | 115,000,000 | |
ING Bank NV, 1 Month USD LIBOR + 0.23%(b) | | | 1.306 | % | | | 07/04/2017 | | | | 11/06/2017 | | | | 53,000,000 | | | | 53,000,000 | |
ING Bank NV, 1 Month USD LIBOR + 0.26%(b) | | | 1.474 | % | | | 07/21/2017 | | | | 10/16/2017 | | | | 51,000,000 | | | | 51,000,000 | |
Lloyds Bank PLC, 1 Month USD LIBOR + 0.15%(b) | | | 1.226 | % | | | 07/03/2017 | | | | 11/03/2017 | | | | 75,000,000 | | | | 75,016,117 | |
Lloyds Bank PLC, 1 Month USD LIBOR + 0.45%(b) | | | 1.662 | % | | | 07/20/2017 | | | | 07/20/2017 | | | | 75,000,000 | | | | 75,020,148 | |
Mizuho Bank Ltd.(a) | | | 1.120 | % | | | 07/05/2017 | | | | 07/05/2017 | | | | 75,000,000 | | | | 74,999,415 | |
Nordea Bank AB(a) | | | 0.990 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 75,000,000 | | | | 74,998,799 | |
Norinchukin Bank(a) | | | 1.200 | % | | | 08/02/2017 | | | | 08/02/2017 | | | | 115,000,000 | | | | 115,000,834 | |
Norinchukin Bank(a) | | | 1.220 | % | | | 09/20/2017 | | | | 09/20/2017 | | | | 75,000,000 | | | | 74,995,228 | |
Rabobank Nederland NV(a) | | | 1.240 | % | | | 10/05/2017 | | | | 10/05/2017 | | | | 18,000,000 | | | | 17,998,884 | |
Royal Bank of Canada, 3 Month USD LIBOR + 0.13%(b) | | | 1.358 | % | | | 09/12/2017 | | | | 06/12/2018 | | | | 75,000,000 | | | | 74,996,988 | |
Royal Bank of Canada, 1 Month USD LIBOR + 0.35%(b) | | | 1.434 | % | | | 07/07/2017 | | | | 03/07/2018 | | | | 100,000,000 | | | | 100,120,132 | |
Royal Bank of Canada, 1 Month USD LIBOR + 0.24%(b) | | | 1.449 | % | | | 07/19/2017 | | | | 04/19/2018 | | | | 72,000,000 | | | | 72,029,648 | |
Royal Bank of Canada, 1 Month USD LIBOR + 0.44%(b) | | | 1.516 | % | | | 07/05/2017 | | | | 08/04/2017 | | | | 100,000,000 | | | | 100,042,593 | |
Royal Bank of Canada, 1 Month USD LIBOR + 0.46%(b) | | | 1.676 | % | | | 07/24/2017 | | | | 10/24/2017 | | | | 48,000,000 | | | | 48,058,190 | |
Sumitomo Mitsui Banking Corp., 1 Month USD LIBOR + 0.26%(b) | | | 1.387 | % | | | 07/13/2017 | | | | 10/13/2017 | | | | 50,000,000 | | | | 50,017,964 | |
Svenska Handelsbanken AB, 1 Month USD LIBOR + 0.12%(b) | | | 1.279 | % | | | 07/17/2017 | | | | 12/15/2017 | | | | 50,000,000 | | | | 50,004,190 | |
Swedbank AB(a) | | | 1.110 | % | | | 07/05/2017 | | | | 07/05/2017 | | | | 100,000,000 | | | | 99,999,416 | |
Toronto-Dominion Bank(a) | | | 1.300 | % | | | 09/28/2017 | | | | 09/28/2017 | | | | 100,000,000 | | | | 100,014,719 | |
Toronto-Dominion Bank(a) | | | 1.300 | % | | | 09/28/2017 | | | | 09/28/2017 | | | | 75,000,000 | | | | 75,011,065 | |
Toronto-Dominion Bank, 1 Month USD LIBOR + 0.34%(b) | | | 1.416 | % | | | 07/03/2017 | | | | 03/05/2018 | | | | 50,000,000 | | | | 50,058,407 | |
UBS AG(a) | | | 1.200 | % | | | 09/06/2017 | | | | 09/06/2017 | | | | 75,000,000 | | | | 74,987,101 | |
See accompanying notes to financial statements.
3
State Street Master Funds
State Street Money Market Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
CERTIFICATES OF DEPOSIT – (continued) | |
Wells Fargo Bank NA, 1 Month USD LIBOR + 0.10%(b) | | | 1.189 | % | | | 07/10/2017 | | | | 11/09/2017 | | | $ | 50,000,000 | | | $ | 50,004,136 | |
Wells Fargo Bank NA, 1 Month USD LIBOR + 0.12%(b) | | | 1.329 | % | | | 07/18/2017 | | | | 10/18/2017 | | | | 67,500,000 | | | | 67,512,439 | |
Wells Fargo Bank NA, 1 Month USD LIBOR + 0.46%(b) | | | 1.546 | % | | | 07/06/2017 | | | | 08/07/2017 | | | | 150,000,000 | | | | 150,072,748 | |
Wells Fargo Bank NA, 1 Month USD LIBOR + 0.46%(b) | | | 1.577 | % | | | 07/10/2017 | | | | 08/10/2017 | | | | 104,000,000 | | | | 104,053,435 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL CERTIFICATES OF DEPOSIT | | | | 3,296,078,290 | |
| | | | | | | | | | | | | | | | | | | | |
FINANCIAL COMPANY COMMERCIAL PAPER – 17.0% | |
Bank of Nova Scotia, 1 Month USD LIBOR + 0.28%(b) | | | 1.331 | % | | | 07/03/2017 | | | | 12/01/2017 | | | | 75,000,000 | | | | 75,052,771 | |
Bank of Nova Scotia, 3 Month USD LIBOR + 0.20%(b) | | | 1.372 | % | | | 08/21/2017 | | | | 02/21/2018 | | | | 49,000,000 | | | | 49,026,898 | |
Bank of Nova Scotia, 3 Month USD LIBOR + 0.20%(b) | | | 1.386 | % | | | 08/23/2017 | | | | 02/23/2018 | | | | 32,000,000 | | | | 32,017,823 | |
BNP Paribas(a) | | | 1.150 | % | | | 07/05/2017 | | | | 07/05/2017 | | | | 125,000,000 | | | | 124,979,445 | |
Caisse des Depots et Consignations(a) | | | 1.100 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 100,000,000 | | | | 99,991,758 | |
Caisse des Depots et Consignations(a) | | | 1.130 | % | | | 07/25/2017 | | | | 07/25/2017 | | | | 50,000,000 | | | | 49,963,368 | |
Commonwealth Bank of Australia, 1 Month USD LIBOR + 0.17%(b) | | | 1.256 | % | | | 07/03/2017 | | | | 06/01/2018 | | | | 75,000,000 | | | | 75,026,962 | |
DBS Bank Ltd.(a) | | | 1.120 | % | | | 08/01/2017 | | | | 08/01/2017 | | | | 85,000,000 | | | | 84,910,769 | |
DBS Bank Ltd.(a) | | | 1.170 | % | | | 08/24/2017 | | | | 08/24/2017 | | | | 84,038,000 | | | | 83,884,316 | |
DBS Bank Ltd.(a) | | | 1.310 | % | | | 10/10/2017 | | | | 10/10/2017 | | | | 100,000,000 | | | | 99,648,100 | |
DBS Bank Ltd.(a) | | | 1.310 | % | | | 10/12/2017 | | | | 10/12/2017 | | | | 100,000,000 | | | | 99,640,622 | |
Erste Abwicklungsanstalt(a) | | | 1.140 | % | | | 08/16/2017 | | | | 08/16/2017 | | | | 65,000,000 | | | | 64,901,476 | |
National Australia Bank Ltd., 3 Month USD LIBOR + 0.14%(b) | | | 1.290 | % | | | 07/07/2017 | | | | 04/06/2018 | | | | 50,000,000 | | | | 50,020,035 | |
National Australia Bank Ltd., 1 Month USD LIBOR + 0.37%(b) | | | 1.586 | % | | | 07/24/2017 | | | | 10/23/2017 | | | | 75,000,000 | | | | 75,069,097 | |
Nordea Bank AB(a) | | | 1.215 | % | | | 09/12/2017 | | | | 09/12/2017 | | | | 80,000,000 | | | | 79,800,365 | |
NRW.BANK(a) | | | 1.045 | % | | | 07/10/2017 | | | | 07/10/2017 | | | | 100,000,000 | | | | 99,967,944 | |
NRW.BANK(a) | | | 1.070 | % | | | 07/20/2017 | | | | 07/20/2017 | | | | 50,000,000 | | | | 49,967,556 | |
NRW.BANK(a) | | | 1.090 | % | | | 07/18/2017 | | | | 07/18/2017 | | | | 75,000,000 | | | | 74,956,312 | |
Sumitomo Mitsui Banking Corp.(a) | | | 1.150 | % | | | 07/28/2017 | | | | 07/28/2017 | | | | 75,000,000 | | | | 74,929,591 | |
Toronto-Dominion Bank(a) | | | 1.030 | % | | | 07/11/2017 | | | | 07/11/2017 | | | | 75,000,000 | | | | 74,972,408 | |
Toronto-Dominion Bank(a) | | | 1.110 | % | | | 07/06/2017 | | | | 07/06/2017 | | | | 125,000,000 | | | | 124,974,959 | |
Westpac Banking Corp., 1 Month USD LIBOR + 0.23%(b) | | | 1.439 | % | | | 07/13/2017 | | | | 04/13/2018 | | | | 53,000,000 | | | | 53,034,858 | |
Westpac Banking Corp., 1 Month USD LIBOR + 0.36%(b) | | | 1.572 | % | | | 07/20/2017 | | | | 08/18/2017 | | | | 40,000,000 | | | | 40,019,739 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL FINANCIAL COMPANY COMMERCIAL PAPER | | | | 1,736,757,172 | |
| | | | | | | | | | | | | | | | | | | | |
See accompanying notes to financial statements.
4
State Street Master Funds
State Street Money Market Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
OTHER COMMERCIAL PAPER – 0.8% | |
General Electric Co.(a) | | | 1.080 | % | | | 07/03/2017 | | | | 07/03/2017 | | | $ | 50,000,000 | | | $ | 49,995,584 | |
Toyota Motor Credit Corp., 1 Month USD LIBOR + 0.15%(b) | | | 1.239 | % | | | 07/10/2017 | | | | 03/05/2018 | | | | 33,000,000 | | | | 32,987,901 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL OTHER COMMERCIAL PAPER | | | | 82,983,485 | |
| | | | | | | | | | | | | | | | | | | | |
OTHER NOTES – 27.1% | |
Bank of America NA, 1 Month USD LIBOR + 0.14%(b) | | | 1.191 | % | | | 07/03/2017 | | | | 01/02/2018 | | | | 74,000,000 | | | | 73,992,748 | |
Bank of America NA, 1 Month USD LIBOR + 0.14%(b) | | | 1.200 | % | | | 07/05/2017 | | | | 01/04/2018 | | | | 50,000,000 | | | | 49,997,523 | |
Bank of America NA, 1 Month USD LIBOR + 0.12%(b) | | | 1.329 | % | | | 07/17/2017 | | | | 11/17/2017 | | | | 50,000,000 | | | | 49,998,180 | |
Bank of America NA, 1 Month USD LIBOR + 0.38%(b) | | | 1.497 | % | | | 07/05/2017 | | | | 07/05/2017 | | | | 75,000,000 | | | | 75,000,000 | |
Bank of Nova Scotia(a) | | | 1.060 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 225,000,000 | | | | 225,000,000 | |
BNP Paribas(a) | | | 1.060 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 190,000,000 | | | | 190,000,000 | |
Credit Agricole Corporate & Investment Bank(a) | | | 1.060 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 47,425,000 | | | | 47,425,000 | |
Lloyds Bank PLC(a) | | | 1.050 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 325,000,000 | | | | 325,000,000 | |
National Australia Bank Ltd(a) | | | 1.050 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 150,000,000 | | | | 150,000,000 | |
National Bank of Canada(a) | | | 1.050 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 200,000,000 | | | | 200,000,000 | |
National Bank of Canada(a) | | | 1.130 | % | | | 07/06/2017 | | | | 07/06/2017 | | | | 150,000,000 | | | | 150,000,000 | |
Natixis North America LLC(a) | | | 1.060 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 400,000,000 | | | | 400,000,000 | |
Nordea Bank Finland PLC(a) | | | 1.070 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 250,000,000 | | | | 250,000,000 | |
Skandinaviska Enskilda Banken AB(a) | | | 1.060 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 189,000,000 | | | | 189,000,000 | |
Svenska Handelsbanken AB(a) | | | 1.060 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 350,000,000 | | | | 350,000,000 | |
Toyota Motor Credit Corp., 3 Month USD LIBOR + 0.25%(b) | | | 1.468 | % | | | 09/05/2017 | | | | 12/05/2017 | | | | 50,000,000 | | | | 50,042,262 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL OTHER NOTES | | | | 2,775,455,713 | |
| | | | | | | | | | | | | | | | | | | | |
GOVERNMENT AGENCY REPURCHASE AGREEMENTS – 4.2% | |
Agreement with BNP Paribas Securities Corp. and Bank of New York Mellon (Tri-Party), dated 06/30/2017 (collateralized by a Federal National Mortgage Association, 7.125% due 01/15/2030, a U.S. Treasury Inflation Index Note, 0.250% due 01/15/2025, and U.S. Treasury Strips, 0.000% due 11/15/2017 – 02/15/2026, valued at $82,620,011); expected proceeds $81,007,358 | | | 1.090 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 81,000,000 | | | | 81,000,000 | |
See accompanying notes to financial statements.
5
State Street Master Funds
State Street Money Market Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | | | | | | | | | | | | | |
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 06/30/2017 (collateralized by Federal National Mortgage Associations, 3.000% – 5.000% due 05/05/2029 – 06/01/2047, valued at $19,380,001); expected proceeds $19,001,678 | | | 1.060 | % | | | 07/03/2017 | | | | 07/03/2017 | | | $ | 19,000,000 | | | $ | 19,000,000 | |
Agreement with JP Morgan Securities, Inc. and JP Morgan Chase & Co. (Tri-Party), dated 06/30/2017 (collateralized by Federal National Mortgage Associations, 2.000% – 10.000% due 10/01/2017 – 04/01/2050, a Government National Mortgage Association, 4.000% due 02/20/2047, U.S. Treasury Bills, 0.000% due 07/13/2017 – 08/31/2017, and a U.S. Treasury Bond, 2.500% due 05/15/2046, valued at $67,322,592); expected proceeds $66,006,160 | | | 1.120 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 66,000,000 | | | | 66,000,000 | |
Agreement with Societe Generale and Bank of New York Mellon (Tri-Party), dated 06/30/2017 (collateralized by a Federal National Mortgage Association, 1.000% due 05/21/2018, a U.S. Treasury Bill, 0.000% due 11/09/2017, U.S. Treasury Bonds, 3.375% – 3.625% due 02/15/2044 – 05/15/2044, and a U.S. Treasury Strip, 0.000% due 05/15/2023, valued at $9,180,000); expected proceeds $9,000,840 | | | 1.120 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 9,000,000 | | | | 9,000,000 | |
Agreement with TD Securities (USA) LLC and Bank of New York Mellon (Tri-Party), dated 06/30/2017 (collateralized by Federal Home Loan Banks, 1.000% – 1.690% due 09/26/2019 – 06/29/2020, a Federal Home Loan Discount Note, 0.000% due 04/10/2018, a U.S. Treasury Bill, 0.000% due 07/20/2017, a U.S. Treasury Bond, 3.000% due 05/15/2045, a U.S. Treasury Inflation Index Bond, 2.375% due 01/15/2027, U.S. Treasury Inflation Index Notes, 0.375% – 0.625% due 07/15/2021 – 07/15/2025, and U.S. Treasury Notes, 1.075% – 1.081% due 10/31/2017 – 07/31/2018, valued at $255,023,870); expected proceeds $250,023,333 | | | 1.120 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 250,000,000 | | | | 250,000,000 | |
| | | | | |
TOTAL GOVERNMENT AGENCY REPURCHASE AGREEMENTS | | | | 425,000,000 | |
| | | | | |
See accompanying notes to financial statements.
6
State Street Master Funds
State Street Money Market Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
TREASURY REPURCHASE AGREEMENTS – 5.6% | |
Agreement with Credit Agricole Corporate and Investment Bank and Bank of New York Mellon (Tri-Party), dated 06/30/2017 (collateralized by a U.S. Treasury Note, 1.125% due 05/31/2019, valued at $55,080,057); expected proceeds $54,004,860 | | | 1.080 | % | | | 07/03/2017 | | | | 07/03/2017 | | | $ | 54,000,000 | | | $ | 54,000,000 | |
Agreement with Federal Reserve Bank of New York and Bank of New York Mellon (Tri-Party), dated 06/30/2017 (collateralized by a U.S. Treasury Bond, 4.375% due 05/15/2041, valued at $521,043,430); expected proceeds $521,043,417 | | | 1.000 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 521,000,000 | | | | 521,000,000 | |
| | | | | |
TOTAL TREASURY REPURCHASE AGREEMENTS | | | | 575,000,000 | |
| | | | | |
TOTAL INVESTMENTS – 100.0%(c) (Cost $10,231,981,494) | | | | 10,232,770,340 | |
Other Assets in Excess of Liabilities – 0.0%(d) | | | | 3,525,732 | |
| | | | | |
NET ASSETS – 100.0% | | | $ | 10,236,296,072 | |
| | | | | |
(a) | Rate represents annualized yield at date of purchase. |
(b) | Variable Rate Security – Interest rate shown is rate in effect at June 30, 2017. |
(c) | Also represents the cost for federal tax purposes. |
(d) | Amount is less than 0.05% of net assets. |
The following table summarizes the value of the Portfolio’s investments according to the fair value hierarchy as of June 30, 2017.
| | | | | | | | | | | | | | | | |
Description | | Level 1 – Quoted Prices | | | Level 2 – Other Significant Observable Inputs | | | Level 3 – Significant Unobservable Inputs | | | Total | |
Assets: | | | | | | | | | | | | | | | | |
Investments: | | | | | | | | | | | | | | | | |
Asset Backed Commercial Paper | | $ | – | | | $ | 1,341,495,680 | | | $ | – | | | $ | 1,341,495,680 | |
Certificates of Deposit | | | – | | | | 3,296,078,290 | | | | – | | | | 3,296,078,290 | |
Financial Company Commercial Paper | | | – | | | | 1,736,757,172 | | | | – | | | | 1,736,757,172 | |
Other Commercial Paper | | | – | | | | 82,983,485 | | | | – | | | | 82,983,485 | |
Other Notes | | | – | | | | 2,775,455,713 | | | | – | | | | 2,775,455,713 | |
Government Agency Repurchase Agreements | | | – | | | | 425,000,000 | | | | – | | | | 425,000,000 | |
Treasury Repurchase Agreements | | | | | | | 575,000,000 | | | | | | | | 575,000,000 | |
| | | | | | | | | | | | | | | | |
Total Investments | | $ | – | | | $ | 10,232,770,340 | | | $ | – | | | $ | 10,232,770,340 | |
| | | | | | | | | | | | | | | | |
See accompanying notes to financial statements.
7
State Street Master Funds
State Street Money Market Portfolio
Statement of Assets and Liabilities
June 30, 2017 (Unaudited)
| | | | |
Assets | |
Investments in securities, at value (Note 2) | | $ | 9,232,770,340 | |
Repurchase agreements, at value | | | 1,000,000,000 | |
| | | | |
Total investments | | | 10,232,770,340 | |
Cash | | | 368 | |
Interest receivable (Note 2) | | | 4,886,413 | |
| | | | |
Total assets | | | 10,237,657,121 | |
| | | | |
Liabilities | |
Advisory fee payable (Note 4) | | | 415,300 | |
Administration, custody and transfer agent fees payable (Note 4) | | | 688,097 | |
Trustees’ fees and expenses (Note 5) | | | 47,142 | |
Professional fees payable | | | 96,442 | |
Printing fees payable | | | 20,534 | |
Accrued expenses and other liabilities | | | 93,534 | |
| | | | |
Total liabilities | | | 1,361,049 | |
| | | | |
Net Assets | | $ | 10,236,296,072 | |
| | | | |
Cost of Investments: | |
Investments in securities | | $ | 9,231,981,494 | |
Repurchase agreements | | | 1,000,000,000 | |
| | | | |
Total cost of investments | | $ | 10,231,981,494 | |
| | | | |
See accompanying notes to financial statements.
8
State Street Master Funds
State Street Money Market Portfolio
Statement of Operations
For the Six Months Ended June 30, 2017 (Unaudited)
| | | | |
Investment Income | |
Interest income | | $ | 48,226,138 | |
| | | | |
Expenses | |
Advisory fee (Note 4) | | | 2,377,235 | |
Administration, custodian and transfer agent fees (Note 4) | | | 483,632 | |
Professional fees | | | 61,531 | |
Printing fees | | | 11,251 | |
Insurance expense | | | 6,468 | |
Miscellaneous expenses | | | 14,360 | |
| | | | |
Total expenses | | | 2,954,477 | |
| | | | |
Net Investment Income (Loss) | | | 45,271,661 | |
| | | | |
Realized Gain (Loss) | |
Net realized gain (loss) on: | | | | |
Investments | | | 18,924 | |
Net change in unrealized appreciation/depreciation on: | | | | |
Investments | | | (11,805 | ) |
| | | | |
Net realized and unrealized gain (loss) | | | 7,119 | |
| | | | |
Net Increase (Decrease) in Net Assets from Operations | | $ | 45,278,780 | |
| | | | |
See accompanying notes to financial statements.
9
State Street Master Funds
State Street Money Market Portfolio
Statements of Changes in Net Assets
| | | | | | | | |
| | Six Months Ended 6/30/17 (Unaudited) | | | Year Ended 12/31/16 | |
Increase (Decrease) in Net Assets from Operations: | | | | | | | | |
Net investment income (loss) | | $ | 45,271,661 | | | $ | 176,501,548 | |
Net realized gain (loss) | | | 18,924 | | | | 313,218 | |
Net change in unrealized appreciation/depreciation | | | (11,805 | ) | | | 800,651 | |
| | | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | 45,278,780 | | | | 177,615,417 | |
| | | | | | | | |
Capital Transactions: | | | | | | | | |
Contributions | | | 11,492,155,298 | | | | 62,887,835,691 | |
Proceeds in connection with Reorganization (Note 8) | | | – | | | | 8,420,969,389 | |
Withdrawals | | | (9,573,790,630 | ) | | | (110,897,624,155 | ) |
| | | | | | | | |
Net Increase (Decrease) in Net Assets from Capital Transactions | | | 1,918,364,668 | | | | (39,588,819,075 | ) |
| | | | | | | | |
Net Increase (Decrease) in Net Assets During the Period | | | 1,963,643,448 | | | | (39,411,203,658 | ) |
| | | | | | | | |
Net Assets at Beginning of period | | | 8,272,652,624 | | | | 47,683,856,282 | |
| | | | | | | | |
Net Assets at End of Period | | $ | 10,236,296,072 | | | $ | 8,272,652,624 | |
| | | | | | | | |
See accompanying notes to financial statements.
10
State Street Master Funds
State Street Money Market Portfolio
Financial Highlights
Selected data for a share outstanding throughout each period
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended 6/30/17 (Unaudited) | | | 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) | | | 0.47 | % | | | 0.51 | % | | | 0.17 | % | | | 0.13 | % | | | 0.15 | % | | | 0.26 | % |
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (in 000s) | | $ | 10,236,296 | | | $ | 8,272,653 | | | $ | 47,683,856 | | | $ | 40,704,468 | | | $ | 34,053,304 | | | $ | 27,508,762 | |
Ratios to Average Net Assets: | | | | | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 0.06 | %(b) | | | 0.07 | % | | | 0.07 | % | | | 0.07 | % | | | 0.06 | % | | | 0.06 | % |
Net investment income (loss) | | | 0.95 | %(b) | | | 0.49 | % | | | 0.17 | % | | | 0.13 | % | | | 0.15 | % | | | 0.25 | % |
(a) | Results represent past performance and are not indicative of future results. Total return for periods of less than one year is not annualized. |
See accompanying notes to financial statements.
11
State Street Master Funds
State Street Money Market Portfolio
Notes to Financial Statements
June 30, 2017 (Unaudited)
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 June 30, 2017, the Trust consists of six (6) series each of which represents a separate series of beneficial interest in the Trust. The Declaration of Trust permits the Board of Trustees of the Trust (the “Board”) to authorize the issuance of an unlimited number of shares of beneficial interest with no par value. The financial statements herein relate only to the State Street Money Market Portfolio (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 transact at a floating net asset value (“NAV”) that uses four decimal-place precision ($1.0000); 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 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.
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. The Committee provides oversight of the valuation of investments for the Portfolio. The Board has responsibility for determining the fair value of investments.
12
State Street Master Funds
State Street Money Market Portfolio
Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
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 an 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 period ended June 30, 2017.
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. Interest income is recorded daily on an accrual basis. All premium and discounts are amortized/accreted for financial reporting purposes.
13
State Street Master Funds
State Street Money Market Portfolio
Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
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. 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 Portfolio.
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 June 30, 2017, the Portfolio had invested in repurchase agreements with the gross values of $1,000,000,000 and associated collateral equal to $1,009,649,960.
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.
14
State Street Master Funds
State Street Money Market Portfolio
Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
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.
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 are deemed to have been “passed through” to the Portfolio’s partners in proportion to their holdings in the respective 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. As of December 31, 2016, 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.
15
State Street Master Funds
State Street Money Market Portfolio
Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
As of June 30, 2017, 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 Money Market Portfolio | | $ | 10,231,981,494 | | | $ | 1,045,179 | | | $ | (256,333 | ) | | $ | 788,846 | |
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, a 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.
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 received from the Acquired Fund in exchange for an interest in the Portfolio, which is disclosed in the Statements of Changes in Net Assets.
16
State Street Master Funds
State Street Money Market Portfolio
Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
9. | | New Accounting Pronouncement |
In October 2016, the SEC adopted new rules and amended existing rules (together, “final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management has evaluated the impact of the adoption of the amendments to Regulation S-X on the financial statements of the Portfolio and concluded that it will be limited to additional disclosures.
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.
17
State Street Master Funds
State Street Money Market Portfolio
Other Information
June 30, 2017 (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 January 1, 2017 to June 30, 2017.
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 Money Market Portfolio | | | 0.06 | % | | $ | 1,004.70 | | | $ | 0.30 | | | $ | 1,024.50 | | | $ | 0.30 | |
(a) | Expenses are equal to the Portfolio’s annualized net expense ratio multiplied by the average account value of the period, multiplied by 181, then divided by 365. |
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State Street Master Funds
State Street Money Market Portfolio
Other Information — (continued)
June 30, 2017 (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 its complete schedule of investments with the SEC for the first and third quarters of each fiscal year on Form N-Q. 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.
19
State Street Master Funds
State Street Money Market Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
Trustee Considerations in Approving Continuation of
Investment Advisory Agreement1
Overview of the Contract Review Process
Under the Investment Company Act of 1940, as amended (the “1940 Act”), 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 or its shareholders, and 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 (the “Trust”), met in person on April 24-25, 2017 and May 16-17, 2017, including in executive sessions attended by the Independent Trustees, to consider a proposal to approve, with respect to the State Street Money Market Portfolio (the “Portfolio”), 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. 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 24-25, 2017 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 16-17, 2017 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 the feeder fund (the “Fund”) for which the Portfolio serves as the master fund in a master-feeder structure: |
| • | | Comparisons of the Fund’s performance over the past one-, three- and five-year periods ended December 31, 2016, to the performance of an appropriate benchmark constructed by |
1 | Over the course of many years overseeing the Portfolio and other investment companies, 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. |
20
State Street Master Funds
State Street Money Market Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
| Broadridge Financial Solutions, Inc., the successor to Lipper, Inc. (“Broadridge”), for the Fund (the “Lipper Index”) and a universe of other mutual funds with similar investment objectives and policies (the “Performance Group” and/or the “Performance Universe”); |
| • | | 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 (the “Expense Group” and/or “Expense Universe”); |
| • | | 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 calendar years; 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 Fund; and |
| • | | Profitability analyses for (a) the Adviser with respect to the Portfolio and (b) affiliates of the Adviser that provide services to the Portfolio (“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 Portfolio. |
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 portfolio of the Portfolio; |
| • | | 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 Portfolio and its service providers, including the Adviser’s record of compliance with investment policies and restrictions and other operating policies of the Portfolio; |
| • | | A description of the adequacy and sophistication of the Adviser’s technology and systems with respect to investment and administrative matters and a description of any material improvements or changes in technology or systems in the past year; |
| • | | A description of the business continuity and disaster recovery plans of the Adviser; and |
| • | | Information regarding the Adviser’s risk management processes. |
21
State Street Master Funds
State Street Money Market Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
Other Relevant Information
| • | | Information concerning the nature, extent, quality and cost of services provided to the Portfolio by SSGA FM in its capacity as the Portfolio’s administrator (the “Administrator”); |
| • | | Information concerning the nature, extent, quality and cost of various non-investment management services provided to the Portfolio by affiliates of the Adviser, including the custodian, sub-administrator, transfer agent and fund accountant of the Portfolio, and the role of the Adviser in managing the Portfolio’s relationship with these service providers; |
| • | | Copies of the Advisory Agreement and agreements with other service providers of the Portfolio; |
| • | | 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 Portfolio’s Adviser and Administrator, with respect to its operations relating to the Portfolio and its approximate profit margins before taxes from such operations for the calendar year ended December 31, 2016; and the relevant operations of other affiliated service providers to the Portfolio, together with their approximate profit margins from such relevant operations for the calendar year ended December 31, 2016; |
| • | | State Street Bank and Trust Company (“State Street”), the sub-administrator, custodian and transfer agent for the Portfolio, with respect to its operations relating to the Portfolio; and |
| • | | State Street Global Advisors Funds Distributors, LLC, the principal underwriter and distributor of the shares of the Portfolio (the “Distributor”), with respect to its operations relating to the Portfolio; |
| • | | Information from SSGA FM, State Street and the Distributor with respect to the 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 16-17, 2017; |
| • | | Materials provided by Broadridge, circulated to the Independent Trustees and to Independent Counsel, with respect to the Fund; 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 Portfolio 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 Portfolio and the investment strategies used in pursuing the Portfolio’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 factor. Moreover, each Trustee may have placed varying emphasis on particular factors in reaching conclusions with respect to the Portfolio.
22
State Street Master Funds
State Street Money Market Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
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 16-17, 2017 the Board, including a majority of the Independent Trustees, voted to approve the continuation of the Advisory Agreement effective June 1, 2017, for an additional year with respect to the Portfolio.
Nature, Extent and Quality of Services
In considering whether to approve the Advisory Agreement, the Board evaluated the nature, extent and quality of services provided to the Portfolio by the Adviser.
The Board considered the Adviser’s management capabilities and investment process with respect to the types of investments held by the Portfolio, including the education, experience and number of investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Portfolio. 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 money market instruments. The Board considered the extensive experience and resources committed by the Adviser to risk management, including with respect to investment risk, liquidity risk, operational risk, counterparty risk and model risk. The Board also took into account the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.
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.
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 Portfolio.
Portfolio Performance
The Board considered the Portfolio’s performance by evaluating the performance of the Fund. The Board compared the Fund’s investment performance to the performance of an appropriate benchmark and universe of comparable mutual funds for various time periods ended December 31, 2016. For purposes of these comparisons the Independent Trustees relied extensively on the Performance Group, Performance Universe and Lipper Index and the analyses of the related data provided by Broadridge. Among other information, the Board considered the following performance information in its evaluation of the Portfolio:
Money Market Funds and Portfolios, Generally. The Board noted the relatively narrow range of returns in the Fund’s Performance Group and Performance Universe. The Board also observed that several basis points of performance, whether from yield on portfolio investments or fees waived by service providers,
23
State Street Master Funds
State Street Money Market Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
accounted for substantial differences in performance relative to other funds in such Group and Universe during periods when preservation of capital and net asset value were generally considered by stockholders to have been more important than several basis points of yield.
State Street Institutional Liquid Reserves Fund and State Street Money Market Portfolio. The Board considered that the Fund (a) equaled the median of its Performance Group for the 1-, 3- and 10-year periods and its Lipper Index for the 1-year period, and (b) outperformed the median of its Performance Group for the 5-year period, its Lipper Index for the 3-, 5- and 10-year periods and the median of it Performance Universe for the 1-, 3-, 5- and 10-year periods.
On the basis of the foregoing and other relevant information, the Board concluded that the performance of the Portfolio is satisfactory based on the performance of the Fund in comparison to the performance of its Performance Group, Performance Universe or Lipper Index.
Management Fees and Expenses
The Board reviewed the contractual investment advisory fee rates payable by the Portfolio and actual fees paid by the Fund, net of waivers. As part of its review, the Board considered the Fund’s management fee and total expense ratio, including the portion attributable to administrative services provided by SSGA FM (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 the Fund. The Board also considered the comparability of the fees charged and the services provided to the 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 to limit the total expenses borne by shareholders. For the Portfolio, the Board considered the investment advisory fee in the context of the overall master-feeder arrangement. Among other information, the Board considered the following expense information in its evaluation of the Portfolio:
State Street Institutional Liquid Reserves Fund and State Street Money Market Portfolio. The Board considered that the Fund’s actual management fee was below the medians of its Expense Group and Expense Universe. The Board also considered that the Fund’s total expenses were below the medians of its Expense Group and Expense Universe.
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 the Fund compare favorably to the fees and expenses of the Expense Group and Expense Universe and the fees and the expense ratio of the Portfolio 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 the Portfolio and to all funds within the fund complex. The Board considered other direct and indirect benefits received by SSGA FM and Affiliated Service Providers in connection with their relationships with the Portfolio, together with the profitability of each of the Affiliated Service Providers with respect to their services to the Portfolio and/or fund complex. The Board also considered the various risks borne by SSGA FM and State Street in connection with their
24
State Street Master Funds
State Street Money Market Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
various roles in servicing the Trust, including enterprise, litigation, business, operational and entrepreneurial risk. The Board noted that the Adviser does not currently have “soft dollar” arrangements in effect for trading the Portfolio’s investments.
The Board concluded that the profitability of the Adviser with respect to the Portfolio, and the profitability range of each of the Affiliated Service Providers with respect to its services to the Portfolio, 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 the Portfolio and the fund complex, on the other hand, can expect to realize benefits from economies of scale as the assets of the Portfolio and fund complex increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of the Portfolio or the fund complex taken as a whole. The Board concluded that, in light of the current size of the Portfolio and the fund complex, the level of profitability of the Adviser and its affiliates with respect to the Portfolio and the fund complex over various time periods, and the comparative management fee and expense ratio of the 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 Portfolio to such an extent that previously agreed advisory fees should be reduced or that breakpoints in such fees should be implemented for the Portfolio at this time.
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 Portfolio and its 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.
25
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 | | SSITILRMMSAR |
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.
Semi-Annual Report
30 June 2017
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
Semi-Annual Report
June 30, 2017 (Unaudited)
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* | | | June 30, 2017 | |
Government Agency Debt | | | 42.5 | % |
Treasury Repurchase Agreements | | | 35.9 | |
Treasury Debt | | | 13.8 | |
Government Agency Repurchase Agreements | | | 9.3 | |
Liabilities in Excess of Other Assets | | | (1.5 | ) |
Total | | | 100.0 | % |
| | | | |
Maturity Ladder* | | | June 30, 2017 | |
2 to 30 Days | | | 52.1 | % |
31 to 60 Days | | | 10.7 | |
61 to 90 Days | | | 10.5 | |
Over 90 Days | | | 28.2 | |
Total | | | 101.5 | % |
Average days to maturity | | | 25 | |
Weighted average life | | | 73 | |
* | As a percentage of net assets as of the date indicated. The Portfolio’s composition will vary over time. |
1
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Schedule of Investments
June 30, 2017 (Unaudited)
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
GOVERNMENT AGENCY DEBT – 42.5% | |
Federal Farm Credit Bank, 1 Month USD LIBOR – 0.15%(a) | | | 0.915 | % | | | 07/02/2017 | | | | 04/02/2018 | | | $ | 200,000,000 | | | $ | 200,000,000 | |
Federal Farm Credit Bank, 1 Month USD LIBOR – 0.12%(a) | | | 0.956 | % | | | 07/03/2017 | | | | 10/03/2017 | | | | 98,200,000 | | | | 98,197,439 | |
Federal Farm Credit Bank, 1 Month USD LIBOR + 0.07%(a) | | | 1.149 | % | | | 07/07/2017 | | | | 11/07/2017 | | | | 150,000,000 | | | | 149,997,863 | |
Federal Farm Credit Bank, 1 Month USD LIBOR – 0.05%(a) | | | 1.176 | % | | | 07/30/2017 | | | | 08/30/2017 | | | | 124,900,000 | | | | 124,897,921 | |
Federal Farm Credit Bank, 1 Month USD LIBOR – 0.04%(a) | | | 1.186 | % | | | 07/30/2017 | | | | 11/30/2017 | | | | 150,000,000 | | | | 149,992,114 | |
Federal Farm Credit Bank, 1 Month USD LIBOR – 0.04%(a) | | | 1.191 | % | | | 07/30/2017 | | | | 10/30/2017 | | | | 125,000,000 | | | | 124,998,743 | |
Federal Farm Credit Bank, 1 Month USD LIBOR – 0.18%(a) | | | 0.880 | % | | | 07/02/2017 | | | | 03/02/2018 | | | | 115,000,000 | | | | 115,000,000 | |
Federal Farm Credit Bank, 1 Month USD LIBOR + 0.13%(a) | | | 1.206 | % | | | 07/04/2017 | | | | 12/04/2017 | | | | 125,000,000 | | | | 125,076,214 | |
Federal Home Loan Bank, 3 Month USD LIBOR – 0.29%(a) | | | 0.858 | % | | | 07/03/2017 | | | | 10/03/2017 | | | | 73,900,000 | | | | 73,900,000 | |
Federal Home Loan Bank, 3 Month USD LIBOR – 0.09%(a) | | | 1.132 | % | | | 09/08/2017 | | | | 09/08/2017 | | | | 275,000,000 | | | | 275,000,000 | |
Federal Home Loan Bank, 3 Month USD LIBOR – 0.05%(a) | | | 1.134 | % | | | 08/08/2017 | | | | 08/08/2017 | | | | 250,000,000 | | | | 250,000,000 | |
Federal Home Loan Bank, 3 Month USD LIBOR – 0.28%(a) | | | 0.966 | % | | | 09/15/2017 | | | | 12/15/2017 | | | | 200,000,000 | | | | 200,000,000 | |
Federal Home Loan Bank, 1 Month USD LIBOR – 0.08%(a) | | | 1.059 | % | | | 07/14/2017 | | | | 12/14/2017 | | | | 250,000,000 | | | | 250,000,000 | |
Federal Home Loan Bank, 3 Month USD LIBOR – 0.08%(a) | | | 1.090 | % | | | 08/01/2017 | | | | 11/01/2017 | | | | 50,000,000 | | | | 50,000,000 | |
Federal Home Loan Bank, 1 Month USD LIBOR + 0.01%(a) | | | 1.232 | % | | | 07/31/2017 | | | | 11/28/2017 | | | | 250,000,000 | | | | 249,994,782 | |
Federal Home Loan Bank, 1 Month USD LIBOR – 0.11%(a) | | | 0.974 | % | | | 07/07/2017 | | | | 07/07/2017 | | | | 403,600,000 | | | | 403,600,000 | |
Federal Home Loan Bank, 3 Month USD LIBOR – 0.42%(a) | | | 0.733 | % | | | 07/24/2017 | | | | 07/24/2017 | | | | 156,000,000 | | | | 156,000,000 | |
Federal Home Loan Bank, 3 Month USD LIBOR – 0.18%(a) | | | 1.002 | % | | | 08/15/2017 | | | | 11/15/2017 | | | | 250,000,000 | | | | 250,000,000 | |
Federal Home Loan Bank, 1 Month USD LIBOR – 0.01%(a) | | | 1.050 | % | | | 07/02/2017 | | | | 10/02/2017 | | | | 275,000,000 | | | | 275,000,000 | |
Federal Home Loan Bank, 1 Month USD LIBOR – 0.08%(a) | | | 1.047 | % | | | 07/13/2017 | | | | 12/13/2017 | | | | 148,300,000 | | | | 148,300,000 | |
Federal Home Loan Bank, 1 Month USD LIBOR – 0.02%(a) | | | 1.207 | % | | | 07/28/2017 | | | | 08/28/2017 | | | | 188,500,000 | | | | 188,500,000 | |
Federal Home Loan Bank, 3 Month USD LIBOR – 0.18%(a) | | | 1.001 | % | | | 08/13/2017 | | | | 11/13/2017 | | | | 125,000,000 | | | | 125,000,000 | |
See accompanying notes to financial statements.
2
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | | | | | | | | | | | | | |
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, 1 Month USD LIBOR – 0.02%(a) | | | 1.069 | % | | | 07/07/2017 | | | | 09/07/2017 | | | $ | 181,000,000 | | | $ | 181,000,000 | |
Federal Home Loan Bank, 1 Month USD LIBOR – 0.08%(a) | | | 1.079 | % | | | 07/15/2017 | | | | 12/15/2017 | | | | 250,000,000 | | | | 250,000,000 | |
Federal Home Loan Bank, 3 Month USD LIBOR – 0.05%(a) | | | 1.108 | % | | | 07/10/2017 | | | | 07/10/2017 | | | | 175,000,000 | | | | 174,999,893 | |
Federal Home Loan Bank, 1 Month USD LIBOR + 0.01%(a) | | | 1.096 | % | | | 07/06/2017 | | | | 04/06/2018 | | | | 90,000,000 | | | | 89,999,887 | |
Federal Home Loan Bank, 3 Month USD LIBOR –0.40%(a) | | | 0.755 | % | | | 07/17/2017 | | | | 07/17/2017 | | | | 135,700,000 | | | | 135,700,000 | |
Federal Home Loan Bank(b) | | | 0.800 | % | | | 07/05/2017 | | | | 07/05/2017 | | | | 325,000,000 | | | | 324,971,111 | |
Federal Home Loan Bank, 3 Month USD LIBOR –0.35%(a) | | | 0.803 | % | | | 07/22/2017 | | | | 01/22/2018 | | | | 171,400,000 | | | | 171,400,000 | |
Federal Home Loan Bank(b) | | | 0.854 | % | | | 07/21/2017 | | | | 07/21/2017 | | | | 252,500,000 | | | | 252,380,203 | |
Federal Home Loan Bank, 1 Month USD LIBOR –0.13%(a) | | | 0.966 | % | | | 07/09/2017 | | | | 01/09/2018 | | | | 185,700,000 | | | | 185,700,000 | |
Federal Home Loan Bank(b) | | | 1.024 | % | | | 08/23/2017 | | | | 08/23/2017 | | | | 311,000,000 | | | | 310,531,150 | |
Federal Home Loan Bank(b) | | | 1.027 | % | | | 08/18/2017 | | | | 08/18/2017 | | | | 270,000,000 | | | | 269,630,280 | |
Federal Home Loan Bank(b) | | | 1.030 | % | | | 08/09/2017 | | | | 08/09/2017 | | | | 77,500,000 | | | | 77,413,523 | |
Federal Home Loan Bank(b) | | | 1.030 | % | | | 08/14/2017 | | | | 08/14/2017 | | | | 355,800,000 | | | | 355,352,087 | |
Federal Home Loan Bank(b) | | | 1.032 | % | | | 08/11/2017 | | | | 08/11/2017 | | | | 250,000,000 | | | | 249,706,167 | |
Federal Home Loan Bank(b) | | | 1.032 | % | | | 08/16/2017 | | | | 08/16/2017 | | | | 347,750,000 | | | | 347,291,434 | |
Federal Home Loan Bank(b) | | | 1.039 | % | | | 09/27/2017 | | | | 09/27/2017 | | | | 411,500,000 | | | | 410,454,881 | |
Federal Home Loan Bank(b) | | | 1.045 | % | | | 09/20/2017 | | | | 09/20/2017 | | | | 821,000,000 | | | | 819,069,624 | |
Federal Home Loan Bank(b) | | | 1.048 | % | | | 09/15/2017 | | | | 09/15/2017 | | | | 444,500,000 | | | | 443,516,568 | |
Federal Home Loan Bank, 1 Month USD LIBOR –0.15%(a) | | | 1.071 | % | | | 07/25/2017 | | | | 01/25/2018 | | | | 211,000,000 | | | | 211,000,000 | |
Federal Home Loan Bank, 1 Month USD LIBOR –0.17%(a) | | | 0.881 | % | | | 07/01/2017 | | | | 02/01/2018 | | | | 100,000,000 | | | | 100,000,000 | |
Federal Home Loan Bank, 1 Month USD LIBOR –0.16%(a) | | | 1.049 | % | | | 07/18/2017 | | | | 10/18/2017 | | | | 234,400,000 | | | | 234,400,000 | |
Federal Home Loan Bank, 1 Month USD LIBOR –0.15%(a) | | | 1.064 | % | | | 07/18/2017 | | | | 01/18/2018 | | | | 105,500,000 | | | | 105,500,000 | |
Federal Home Loan Bank, 1 Month USD LIBOR –0.03%(a) | | | 1.179 | % | | | 07/17/2017 | | | | 08/17/2017 | | | | 221,800,000 | | | | 221,800,000 | |
Federal Home Loan Bank, 3 Month USD LIBOR –0.39%(a) | | | 0.782 | % | | | 07/26/2017 | | | | 01/26/2018 | | | | 413,000,000 | | | | 413,000,000 | |
Federal Home Loan Bank, 1 Month USD LIBOR –0.09%(a) | | | 1.027 | % | | | 07/11/2017 | | | | 08/11/2017 | | | | 67,300,000 | | | | 67,300,000 | |
Federal Home Loan Bank, 3 Month USD LIBOR –0.19%(a) | | | 1.105 | % | | | 09/28/2017 | | | | 06/28/2018 | | | | 398,550,000 | | | | 398,550,000 | |
Federal Home Loan Bank, 1 Month USD LIBOR –0.13%(a) | | | 0.946 | % | | | 07/05/2017 | | | | 01/05/2018 | | | | 701,200,000 | | | | 701,200,000 | |
See accompanying notes to financial statements.
3
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | | | | | | | | | | | | | |
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, 1 Month USD LIBOR –0.03%(a) | | | 1.139 | % | | | 07/16/2017 | | | | 08/16/2017 | | | $ | 95,000,000 | | | $ | 95,000,000 | |
Federal Home Loan Bank, 3 Month USD LIBOR –0.32%(a) | | | 0.828 | % | | | 07/03/2017 | | | | 04/03/2018 | | | | 243,000,000 | | | | 243,000,000 | |
Federal Home Loan Bank, 3 Month USD LIBOR –0.32%(a) | | | 0.975 | % | | | 09/28/2017 | | | | 03/28/2018 | | | | 81,000,000 | | | | 81,000,000 | |
Federal Home Loan Bank, 3 Month USD LIBOR –0.43%(a) | | | 0.745 | % | | | 07/27/2017 | | | | 07/27/2017 | | | | 102,000,000 | | | | 101,991,994 | |
Federal Home Loan Bank, 3 Month USD LIBOR –0.41%(a) | | | 0.745 | % | | | 07/13/2017 | | | | 07/13/2017 | | | | 387,000,000 | | | | 387,000,000 | |
Federal Home Loan Bank, 1 Month USD LIBOR –0.16%(a) | | | 0.931 | % | | | 07/06/2017 | | | | 10/06/2017 | | | | 210,400,000 | | | | 210,400,000 | |
Federal Home Loan Bank, 3 Month USD LIBOR –0.28%(a) | | | 0.956 | % | | | 09/13/2017 | | | | 12/13/2017 | | | | 94,900,000 | | | | 94,900,000 | |
Federal Home Loan Bank, 1 Month USD LIBOR –0.03%(a) | | | 1.142 | % | | | 07/16/2017 | | | | 08/16/2017 | | | | 158,500,000 | | | | 158,500,000 | |
Federal Home Loan Bank, 1 Month USD LIBOR –0.03%(a) | | | 1.177 | % | | | 07/17/2017 | | | | 08/17/2017 | | | | 95,000,000 | | | | 95,000,000 | |
Federal Home Loan Bank, 1 Month USD LIBOR + 0.08%(a) | | | 1.169 | % | | | 07/08/2017 | | | | 01/08/2018 | | | | 50,000,000 | | | | 50,051,922 | |
Federal Home Loan Bank, 3 Month USD LIBOR – 0.40%(a) | | | 0.756 | % | | | 07/12/2017 | | | | 07/12/2017 | | | | 339,300,000 | | | | 339,300,000 | |
Federal Home Loan Mortgage Corp.(b) | | | 0.770 | % | | | 07/05/2017 | | | | 07/05/2017 | | | | 358,073,000 | | | | 358,042,365 | |
Federal Home Loan Mortgage Corp., 3 Month USD LIBOR – 0.34%(a) | | | 0.818 | % | | | 07/11/2017 | | | | 01/11/2018 | | | | 376,500,000 | | | | 376,500,000 | |
Federal Home Loan Mortgage Corp.(b) | | | 0.830 | % | | | 08/04/2017 | | | | 08/04/2017 | | | | 336,800,000 | | | | 336,535,986 | |
Federal Home Loan Mortgage Corp., 1 Month USD LIBOR – 0.16%(a) | | | 0.957 | % | | | 07/11/2017 | | | | 05/11/2018 | | | | 631,400,000 | | | | 631,400,000 | |
Federal Home Loan Mortgage Corp.(b) | | | 1.015 | % | | | 10/06/2017 | | | | 10/06/2017 | | | | 446,400,000 | | | | 445,179,158 | |
Federal Home Loan Mortgage Corp.(b) | | | 1.020 | % | | | 09/11/2017 | | | | 09/11/2017 | | | | 241,650,000 | | | | 241,157,034 | |
Federal Home Loan Mortgage Corp., 1 Month USD LIBOR – 0.15%(a) | | | 1.064 | % | | | 07/21/2017 | | | | 06/21/2018 | | | | 646,400,000 | | | | 646,400,000 | |
Federal Home Loan Mortgage Corp., 3 Month USD LIBOR – 0.08%(a) | | | 1.200 | % | | | 09/21/2017 | | | | 12/21/2017 | | | | 75,000,000 | | | | 75,000,000 | |
Federal Home Loan Mortgage Corp., 1 Month USD LIBOR + 0.04%(a) | | | 1.167 | % | | | 07/13/2017 | | | | 11/13/2017 | | | | 250,000,000 | | | | 250,000,000 | |
Federal Home Loan Mortgage Corp.(b) | | | 0.919 | % | | | 08/15/2017 | | | | 08/15/2017 | | | | 217,500,000 | | | | 217,250,147 | |
Federal Home Loan Mortgage Corp.(b) | | | 1.020 | % | | | 09/19/2017 | | | | 09/19/2017 | | | | 338,101,000 | | | | 337,334,638 | |
Federal Home Loan Mortgage Corp., 3 Month USD LIBOR – 0.35%(a) | | | 0.937 | % | | | 09/22/2017 | | | | 12/22/2017 | | | | 395,000,000 | | | | 395,000,000 | |
Federal National Mortgage Assoc.(b) | | | 0.800 | % | | | 07/12/2017 | | | | 07/12/2017 | | | | 265,000,000 | | | | 264,935,222 | |
Federal National Mortgage Assoc.(b) | | | 0.819 | % | | | 07/05/2017 | | | | 07/05/2017 | | | | 281,000,000 | | | | 280,974,429 | |
Federal National Mortgage Assoc.(b) | | | 1.015 | % | | | 09/13/2017 | | | | 09/13/2017 | | | | 186,600,000 | | | | 186,210,680 | |
See accompanying notes to financial statements.
4
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
GOVERNMENT AGENCY DEBT – (continued) | |
Federal National Mortgage Assoc.(b) | | | 1.040 | % | | | 10/10/2017 | | | | 10/10/2017 | | | $ | 250,000,000 | | | $ | 249,270,556 | |
Federal National Mortgage Assoc., 1 Month USD LIBOR + 0.01%(a) | | | 1.086 | % | | | 07/05/2017 | | | | 10/05/2017 | | | | 75,000,000 | | | | 74,992,302 | |
Federal National Mortgage Assoc., 3 Month USD LIBOR – 0.03%(a) | | | 1.128 | % | | | 07/11/2017 | | | | 01/11/2018 | | | | 125,000,000 | | | | 125,000,000 | |
Federal National Mortgage Assoc., 1 Month USD LIBOR + 0.01%(a) | | | 1.182 | % | | | 07/16/2017 | | | | 08/16/2017 | | | | 300,000,000 | | | | 299,996,190 | |
Federal National Mortgage Assoc., 3 Month USD LIBOR – 0.05%(a) | | | 1.230 | % | | | 09/21/2017 | | | | 03/21/2018 | | | | 250,000,000 | | | | 250,306,679 | |
Federal National Mortgage Assoc., 1 Month USD LIBOR + 0.01%(a) | | | 1.099 | % | | | 07/08/2017 | | | | 09/08/2017 | | | | 220,000,000 | | | | 219,987,458 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL GOVERNMENT AGENCY DEBT | | | | 19,602,938,644 | |
| | | | | | | | | | | | | | | | | | | | |
TREASURY DEBT – 13.8% | |
U.S. Treasury Bill(b) | | | 0.825 | % | | | 07/13/2017 | | | | 07/13/2017 | | | | 250,000,000 | | | | 249,931,250 | |
U.S. Treasury Bill(b) | | | 0.908 | % | | | 08/10/2017 | | | | 08/10/2017 | | | | 250,000,000 | | | | 249,748,400 | |
U.S. Treasury Bill(b) | | | 0.910 | % | | | 09/14/2017 | | | | 09/14/2017 | | | | 803,250,000 | | | | 801,642,886 | |
U.S. Treasury Bill(b) | | | 0.928 | % | | | 08/24/2017 | | | | 08/24/2017 | | | | 450,000,000 | | | | 449,377,515 | |
U.S. Treasury Bill(b) | | | 0.980 | % | | | 09/07/2017 | | | | 09/07/2017 | | | | 200,000,000 | | | | 199,629,778 | |
U.S. Treasury Bill(b) | | | 1.013 | % | | | 09/21/2017 | | | | 09/21/2017 | | | | 585,000,000 | | | | 583,652,655 | |
U.S. Treasury Bill(b) | | | 1.060 | % | | | 11/30/2017 | | | | 11/30/2017 | | | | 200,000,000 | | | | 199,104,889 | |
U.S. Treasury Bill(b) | | | 1.070 | % | | | 12/07/2017 | | | | 12/07/2017 | | | | 150,000,000 | | | | 149,291,125 | |
U.S. Treasury Bill(b) | | | 1.100 | % | | | 12/14/2017 | | | | 12/14/2017 | | | | 150,000,000 | | | | 149,236,746 | |
U.S. Treasury Bill(b) | | | 1.120 | % | | | 12/21/2017 | | | | 12/21/2017 | | | | 452,750,000 | | | | 450,313,199 | |
U.S. Treasury Note(b) | | | 0.820 | % | | | 07/31/2017 | | | | 07/31/2017 | | | | 111,000,000 | | | | 111,142,425 | |
U.S. Treasury Note(b) | | | 0.825 | % | | | 07/31/2017 | | | | 07/31/2017 | | | | 110,000,000 | | | | 109,981,806 | |
U.S. Treasury Note(b) | | | 1.066 | % | | | 09/30/2017 | | | | 09/30/2017 | | | | 106,500,000 | | | | 106,383,351 | |
U.S. Treasury Note(b) | | | 1.073 | % | | | 10/31/2017 | | | | 10/31/2017 | | | | 250,000,000 | | | | 249,732,651 | |
U.S. Treasury Note(b) | | | 1.076 | % | | | 10/15/2017 | | | | 10/15/2017 | | | | 49,900,000 | | | | 49,870,880 | |
U.S. Treasury Note, 3 Month USD MMY + 0.08%(a) | | | 1.080 | % | | | 07/01/2017 | | | | 07/31/2017 | | | | 229,000,000 | | | | 228,994,617 | |
U.S. Treasury Note, 3 Month USD MMY + 0.17%(a) | | | 1.171 | % | | | 07/01/2017 | | | | 10/31/2017 | | | | 298,900,000 | | | | 298,951,569 | |
U.S. Treasury Note, 3 Month USD MMY + 0.17%(a) | | | 1.177 | % | | | 07/01/2017 | | | | 07/31/2018 | | | | 678,566,000 | | | | 679,161,309 | |
U.S. Treasury Note, 3 Month USD MMY + 0.19%(a) | | | 1.193 | % | | | 07/04/2017 | | | | 04/30/2018 | | | | 650,500,000 | | | | 651,104,622 | |
U.S. Treasury Note, 3 Month USD MMY + 0.27%(a) | | | 1.275 | % | | | 07/01/2017 | | | | 01/31/2018 | | | | 382,000,000 | | | | 382,702,700 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL TREASURY DEBT | | | | 6,349,954,373 | |
| | | | | | | | | | | | | | | | | | | | |
See accompanying notes to financial statements.
5
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
GOVERNMENT AGENCY REPURCHASE AGREEMENTS – 9.3% | |
Agreement with BNP Paribas Securities Corp. and Bank of New York Mellon (Tri-Party), dated 06/30/2017 (collateralized by a Federal National Mortgage Association, 7.125% due 01/15/2030, a U.S. Treasury Bond, 3.750% due 11/15/2043, a U.S. Treasury Inflation Index Note, 0.250% due 01/15/2025, and a U.S. Treasury Note, 1.250% due 11/15/2018, valued at $34,680,018); expected proceeds $34,003,088 | | | 1.090 | % | | | 07/03/2017 | | | | 07/03/2017 | | | $ | 34,000,000 | | | $ | 34,000,000 | |
Agreement with Citigroup Global Markets, Inc. and Bank of New York Mellon (Tri-Party), dated 06/30/2017 (collateralized by a Federal Home Loan Bank, 0.875% due 03/19/2018, Federal Home Loan Mortgage Corporations, 1.800% – 6.750% due 04/28/2020 –03/15/2031, and Federal National Mortgage Associations, 1.500% –1.950% due 02/28/2020 – 01/27/2021, valued at $357,000,113); expected proceeds $350,072,819 | | | 1.070 | % | | | 07/07/2017 | | | | 07/07/2017 | | | | 350,000,000 | | | | 350,000,000 | |
Agreement with Citigroup Global Markets, Inc. and Bank of New York Mellon (Tri-Party), dated 06/30/2017 (collateralized by Federal Home Loan Mortgage Corporations, 2.000% –11.500% due 07/15/2017 –07/01/2047, Federal National Mortgage Associations, 2.000% –11.000% due 08/01/2017 – 09/01/2047, and a U.S. Treasury Note, 1.125% due 09/30/2021, valued at $765,018,644); expected proceeds $750,157,500 | | | 1.080 | % | | | 07/07/2017 | | | | 07/07/2017 | | | | 750,000,000 | | | | 750,000,000 | |
Agreement with Goldman Sachs & Co. and Bank of New York Mellon (Tri-Party), dated 06/26/2017 (collateralized by a Federal Home Loan Bank, 5.500% due 07/15/2036, and Federal Home Loan Discount Notes, 0.000% due 07/28/2017 – 12/01/2017, valued at $229,500,814); expected proceeds $225,045,500 | | | 1.040 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 225,000,000 | | | | 225,000,000 | |
See accompanying notes to financial statements.
6
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | | | | | | | | | | | | | |
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 06/29/2017 (collateralized by a Federal Home Loan Bank, 1.000% due 09/26/2019, a Federal Home Loan Discount Note, 0.000% due 09/29/2017, a Federal Home Loan Mortgage Corporation, 1.800% due 04/13/2020, Federal National Mortgage Associations, 1.650% – 1.900% due 01/17/2020 – 10/27/2020, a Financing Corp., 9.650% due 11/02/2018, and a Resolution Funding Strip, 0.000% due 11/15/2020, valued at $408,000,028); expected proceeds $400,081,667 | | | 1.050 | % | | | 07/06/2017 | | | | 07/06/2017 | | | $ | 400,000,000 | | | $ | 400,000,000 | |
Agreement with TD Securities (USA) LLC and Bank of New York Mellon (Tri-Party), dated 06/27/2017 (collateralized by a Federal Farm Credit Bank, 3.180% due 06/26/2029, Federal Home Loan Mortgage Corporations, 0.875% – 1.500% due 10/12/2018 – 08/12/2021, Federal National Mortgage Associations, 1.250% – 2.250% due 09/27/2018 – 04/27/2022, a U.S. Treasury Bill, 0.000% due 07/20/2017, a U.S. Treasury Bond, 3.000% due 05/15/2045, and a U.S. Treasury Inflation Index Note, 0.375% due 01/15/2027, valued at $102,018,093); expected proceeds $100,023,556 | | | 1.060 | % | | | 07/05/2017 | | | | 07/05/2017 | | | | 100,000,000 | | | | 100,000,000 | |
Agreement with TD Securities (USA) LLC and Bank of New York Mellon (Tri-Party), dated 06/30/2017 (collateralized by Federal Home Loan Mortgage Corporations, 0.750% – 6.750% due 07/28/2017 – 07/15/2032, Federal National Mortgage Associations, 0.875% – 2.125% due 08/28/2017 – 04/24/2026, valued at $204,019,552); expected proceeds $200,018,333 | | | 1.100 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 200,000,000 | | | | 200,000,000 | |
See accompanying notes to financial statements.
7
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | | | | | | | | | | | | | |
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 Wells Fargo Bank and Bank of New York Mellon (Tri-Party), dated 06/30/2017 (collateralized by Federal Home Loan Mortgage Corporations, 2.000% – 5.000% due 01/01/2025 – 06/01/2047, and Federal National Mortgage Associations, 1.620% – 4.500% due 08/01/2021 – 06/01/2056, valued at $2,295,210,375); expected proceeds $2,250,206,250 | | | 1.100 | % | | | 07/03/2017 | | | | 07/03/2017 | | | $ | 2,250,000,000 | | | $ | 2,250,000,000 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL GOVERNMENT AGENCY REPURCHASE AGREEMENTS | | | | 4,309,000,000 | |
| | | | | | | | | | | | | | | | | | | | |
TREASURY REPURCHASE AGREEMENTS – 35.9% | | | | | | | | | | |
Agreement with Bank of Nova Scotia and Bank of New York Mellon (Tri-Party), dated 06/30/2017 (collateralized by a U.S. Treasury Bond, 3.000% due 05/15/2047, and a U.S. Treasury Note, 1.500% due 05/15/2020, valued at $94,868,722); expected proceeds $93,008,525 | | | 1.100 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 93,000,000 | | | | 93,000,000 | |
Agreement with Bank of Nova Scotia and Bank of New York Mellon (Tri-Party), dated 06/30/2017 (collateralized by U.S. Treasury Bonds, 3.000% – 8.125% due 08/15/2019 – 11/15/2045, and U.S. Treasury Notes, 1.125% – 2.250% due 07/31/2021 – 11/15/2022, valued at $168,315,452); expected proceeds $165,015,125 | | | 1.100 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 165,000,000 | | | | 165,000,000 | |
Agreement with Barclays Bank PLC and Bank of New York Mellon (Tri-Party), dated 06/30/2017 (collateralized by U.S. Treasury Bonds, 2.875% – 3.125% due 08/15/2044 – 11/15/2046, U.S. Treasury Inflation Index Bonds, 1.375% – 2.125% due 02/15/2041 – 02/15/2044, and U.S. Treasury Notes, 0.625% – 3.125% due 08/15/2017 – 05/15/2025, valued at $2,105,280,005); expected proceeds $2,064,185,760 | | | 1.080 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 2,064,000,000 | | | | 2,064,000,000 | |
See accompanying notes to financial statements.
8
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | | | | | | | | | | | | | |
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 06/30/2017 (collateralized by a U.S. Treasury Bond, 3.625% due 02/15/2044, a U.S. Treasury Inflation Index Note, 0.375% due 07/15/2023, and U.S. Treasury Notes 1.500% – 3.625% due 11/30/2019 – 11/15/2026, valued at $162,180,057); expected proceeds $159,014,310 | | | 1.080 | % | | | 07/03/2017 | | | | 07/03/2017 | | | $ | 159,000,000 | | | $ | 159,000,000 | |
Agreement with BNP Paribas Securities Corp. and Bank of New York Mellon (Tri-Party), dated 06/30/2017 (collateralized by a U.S. Treasury Bond, 6.625% due 02/15/2027, and a U.S. Treasury Note 2.250% due 01/31/2024, valued at $81,600,012); expected proceeds $80,006,667 | | | 1.000 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 80,000,000 | | | | 80,000,000 | |
Agreement with Citigroup Global Markets, Inc. and Bank of New York Mellon (Tri-Party), dated 06/30/2017 (collateralized by a U.S. Treasury Bond, 7.625% due 11/15/2022, and a U.S. Treasury Note 2.250% due 02/15/2027, valued at $193,800,011); expected proceeds $190,039,161 | | | 1.060 | % | | | 07/07/2017 | | | | 07/07/2017 | | | | 190,000,000 | | | | 190,000,000 | |
Agreement with Citigroup Global Markets, Inc. and Bank of New York Mellon (Tri-Party), dated 06/30/2017 (collateralized by U.S. Treasury Notes, 0.875% – 3.750% due 09/15/2017 – 10/31/2023, valued at $95,880,043); expected proceeds $94,008,538 | | | 1.090 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 94,000,000 | | | | 94,000,000 | |
Agreement with Credit Agricole Corporate and Investment Bank and Bank of New York Mellon (Tri-Party), dated 06/29/2017 (collateralized by U.S. Treasury Notes, 1.250% – 2.250% due 11/30/2020 – 05/31/2023, valued at $510,000,028); expected proceeds $500,102,083 | | | 1.050 | % | | | 07/06/2017 | | | | 07/06/2017 | | | | 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)
June 30, 2017 (Unaudited)
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
TREASURY REPURCHASE AGREEMENTS – (continued) | | | | | | | | | | |
Agreement with Credit Agricole Corporate and Investment Bank and Bank of New York Mellon (Tri-Party), dated 06/30/2017 (collateralized by a U.S. Treasury Inflation Index Note, 1.125% due 01/15/2021, and U.S. Treasury Notes, 2.500% – 2.750% due 08/15/2023 – 02/15/2024, valued at $372,300,004); expected proceeds $365,150,461(c) | | | 1.060 | % | | | 07/14/2017 | | | | 07/14/2017 | | | $ | 365,000,000 | | | $ | 365,000,000 | |
Agreement with Federal Reserve Bank of New York and Bank of New York Mellon (Tri-Party), dated 06/30/2017 (collateralized by U.S. Treasury Bonds, 3.125% – 4.625% due 05/15/2038 – 02/15/2043, and U.S. Treasury Notes, 1.625% – 2.000% due 11/15/2022 – 02/15/2023, valued at $8,200,683,377); expected proceeds $8,200,683,333 | | | 1.000 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 8,200,000,000 | | | | 8,200,000,000 | |
Agreement with HSBC Securities USA, Inc. and JP Morgan Chase & Co. (Tri-Party), dated 06/30/2017 (collateralized by U.S. Treasury Notes, 0.875% – 1.500% due 07/15/2018 – 03/31/2019, valued at $135,469,004); expected proceeds $132,819,731 | | | 1.060 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 132,808,000 | | | | 132,808,000 | |
Agreement with HSBC Securities USA, Inc. and JP Morgan Chase & Co. dated 06/30/2017 (collateralized by U.S. Treasury Bonds, 2.875% – 4.250% due 11/15/2040 – 05/15/2043, a U.S. Treasury Note, 1.750% due 05/15/2023, and U.S. Treasury Strips, 0.000% due 02/15/2018 – 08/15/2026, valued at $1,020,002,271); expected proceeds $1,000,204,167 | | | 1.050 | % | | | 07/05/2017 | | | | 07/05/2017 | | | | 1,000,000,000 | | | | 1,000,000,000 | |
Agreement with Lloyds Bank PLC, dated 05/16/2017 (collateralized by U.S. Treasury Inflation Index Notes, 0.125% – 2.500% due 04/15/2020 – 01/15/2029, and U.S. Treasury Notes, 0.625% – 2.250% due 09/30/2017 – 04/30/2021, valued at $230,450,344); expected proceeds $225,575,000(c) | | | 1.000 | % | | | 07/03/2017 | | | | 08/16/2017 | | | | 225,000,000 | | | | 225,000,000 | |
See accompanying notes to financial statements.
10
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | | | | | | | | | | | | | |
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 06/01/2017 (collateralized by U.S. Treasury Inflation Index Notes, 0.125% – 2.500% due 04/15/2020 – 01/15/2029, and U.S. Treasury Notes, 1.125% – 1.500% due 08/31/2018 – 08/31/2021, valued at $767,162,693); expected proceeds $750,620,000 | | | 0.930 | % | | | 07/03/2017 | | | | 07/03/2017 | | | $ | 750,000,000 | | | $ | 750,000,000 | |
Agreement with Lloyds Bank PLC, dated 06/28/2017 (collateralized by U.S. Treasury Inflation Index Notes, 0.125% – 0.375% due 04/15/2020 – 07/15/2025, and U.S. Treasury Notes, 1.250% – 3.750% due 06/30/2018 – 08/15/2025, valued at $1,023,599,037); expected proceeds $1,000,200,278 | | | 1.030 | % | | | 07/05/2017 | | | | 07/05/2017 | | | | 1,000,000,000 | | | | 1,000,000,000 | |
Agreement with Lloyds Bank PLC, dated 06/29/2017 (collateralized by U.S. Treasury Inflation Index Notes, 0.125% – 2.500% due 01/15/2022 – 01/15/2029, and U.S. Treasury Notes, 1.000% – 1.750% due 06/30/2018 – 02/28/2022, valued at $512,231,355); expected proceeds $500,100,139 | | | 1.030 | % | | | 07/06/2017 | | | | 07/06/2017 | | | | 500,000,000 | | | | 500,000,000 | |
Agreement with Mitsubishi UFJ Securities, Inc. and Bank of New York Mellon (Tri-Party), dated 06/30/2017 (collateralized by U.S. Treasury Bills, 0.000% due 08/31/2017 – 11/02/2017, U.S. Treasury Bonds, 3.000% – 8.875% due 02/15/2019 – 11/15/2044, and U.S. Treasury Notes, 1.375% – 2.500% due 06/30/2023 – 08/15/2023, valued at $306,027,309); expected proceeds $300,026,750 | | | 1.070 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 300,000,000 | | | | 300,000,000 | |
Agreement with MUFG Securities, dated 06/28/2017 (collateralized by a U.S. Treasury Bond, 2.875% due 08/15/2045, and U.S. Treasury Notes, 1.750% – 2.625% due 08/15/2020 – 02/15/2025, valued at $306,005,362); expected proceeds $300,062,417 | | | 1.070 | % | | | 07/05/2017 | | | | 07/05/2017 | | | | 300,000,000 | | | | 300,000,000 | |
Agreement with MUFG Securities, dated 06/30/2017 (collateralized by U.S. Treasury Notes, 1.250% – 2.250% due 02/28/2019 – 02/15/2027, valued at $433,489,797); expected proceeds $425,038,958 | | | 1.100 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 425,000,000 | | | | 425,000,000 | |
See accompanying notes to financial statements.
11
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | | | | | | | | | | | | | |
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 06/30/2017 (collateralized by a U.S. Treasury Bond, 3.750% due 11/15/2043, valued at $36,720,069); expected proceeds $36,003,360 | | | 1.120 | % | | | 07/03/2017 | | | | 07/03/2017 | | | $ | 36,000,000 | | | $ | 36,000,000 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL TREASURY REPURCHASE AGREEMENTS | | | | 16,578,808,000 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL INVESTMENTS – 101.5%(d)(e) | | | | 46,840,701,017 | |
LIABILITIES IN EXCESS OF OTHER ASSETS – (1.5)% | | | | (697,398,603 | ) |
| | | | | | | | | | | | | | | | | | | | |
NET ASSETS – 100.0% | | | $ | 46,143,302,414 | |
| | | | | | | | | | | | | | | | | | | | |
(a) | Variable Rate Security – Interest rate shown is rate in effect at June 30, 2017. |
(b) | Rate represents annualized yield at date of purchase. |
(c) | Illiquid security. These securities represent $590,000,000 or 1.3% of net assets as of June 30, 2017. |
(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.
12
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Statement of Assets and Liabilities
June 30, 2017 (Unaudited)
| | | | |
Assets | |
Investments in securities, at value and cost (Note 2) | | $ | 25,952,893,017 | |
Repurchase agreements, at amortized cost | | | 20,887,808,000 | |
| | | | |
Total Investments | | | 46,840,701,017 | |
Interest receivable (Note 2) | | | 18,196,730 | |
Other Receivable | | | 99,656 | |
| | | | |
Total assets | | | 46,858,997,403 | |
| | | | |
Liabilities | |
Due to custodian (Note 4) | | | 710,923,224 | |
Advisory fee payable (Note 4) | | | 1,876,635 | |
Administration, custody and transfer agent fees payable (Note 4) | | | 2,821,341 | |
Professional fees payable | | | 57,467 | |
Printing fees payable | | | 8,729 | |
Accrued expenses and other liabilities | | | 7,593 | |
| | | | |
Total liabilities | | | 715,694,989 | |
| | | | |
Net Assets | | $ | 46,143,302,414 | |
| | | | |
See accompanying notes to financial statements.
13
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Statement of Operations
For the Six Months Ended June 30, 2017 (Unaudited)
| | | | |
Investment Income | |
Interest income | | $ | 167,355,727 | |
| | | | |
Expenses | |
Advisory fee (Note 4) | | | 11,572,324 | |
Administration, custodian and transfer agent fees (Note 4) | | | 2,932,427 | |
Trustees’ fees and expenses (Note 5) | | | 273,640 | |
Professional fees | | | 36,084 | |
Insurance expense | | | 2,226 | |
| | | | |
Total expenses | | | 14,816,701 | |
| | | | |
Net Investment Income (Loss) | | | 152,539,026 | |
| | | | |
Realized Gain (Loss) | |
Net realized gain (loss) on: | | | | |
Investments | | | 15,680 | |
| | | | |
Net realized gain (loss) | | | 15,680 | |
| | | | |
Net Increase (Decrease) in Net Assets from Operations | | $ | 152,554,706 | |
| | | | |
See accompanying notes to financial statements.
14
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Statements of Changes in Net Assets
| | | | | | | | |
| | Six Months Ended 6/30/17 (Unaudited) | | | Year Ended 12/31/16 | |
Increase (Decrease) in Net Assets from Operations: | | | | | | | | |
Net investment income (loss) | | $ | 152,539,026 | | | $ | 85,259,568 | |
Net realized gain (loss) | | | 15,680 | | | | 79,284 | |
| | | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | 152,554,706 | | | | 85,338,852 | |
| | | | | | | | |
Capital Transactions: | | | | | | | | |
Contributions | | | 52,624,587,908 | | | | 97,658,772,208 | |
Proceeds in connection with Reorganization (Note 8) | | | – | | | | 2,551,626,959 | |
Withdrawals | | | (57,559,067,625 | ) | | | (65,394,001,185 | ) |
| | | | | | | | |
Net Increase (Decrease) in Net Assets from Capital Transactions | | | (4,934,479,717 | ) | | | 34,816,397,982 | |
| | | | | | | | |
Net Increase (Decrease) in Net Assets During the Period | | | (4,781,925,011 | ) | | | 34,901,736,834 | |
| | | | | | | | |
Net Assets at Beginning of Period | | | 50,925,227,425 | | | | 16,023,490,591 | |
| | | | | | | | |
Net Assets at End of Period | | $ | 46,143,302,414 | | | $ | 50,925,227,425 | |
| | | | | | | | |
See accompanying notes to financial statements.
15
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Financial Highlights
Selected data for a share outstanding throughout each period
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended 6/30/17 (Unaudited) | | | 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) | | | 0.33 | % | | | 0.31 | % | | | 0.03 | % | | | 0.01 | % | | | 0.03 | % | | | 0.08 | % |
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (in 000s) | | $ | 46,143,302 | | | $ | 50,925,227 | | | $ | 16,023,491 | | | $ | 13,207,868 | | | $ | 8,712,920 | | | $ | 8,621,186 | |
Ratios to average net assets: | | | | | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 0.06 | %(b) | | | 0.07 | % | | | 0.07 | % | | | 0.07 | % | | | 0.07 | % | | | 0.07 | % |
Net investment income (loss) | | | 0.66 | %(b) | | | 0.32 | % | | | 0.03 | % | | | 0.01 | % | | | 0.03 | % | | | 0.08 | % |
(a) | Results represent past performance and are not indicative of future results. Total return for periods of less than one year is not annualized. |
See accompanying notes to financial statements.
16
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Notes to Financial Statements
June 30, 2017 (Unaudited)
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 June 30, 2017, 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. 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.
17
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
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 an 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 period ended June 30, 2017.
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. Interest income is recorded daily on an accrual basis. All premium 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 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 Portfolio within the Trust.
18
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
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 June 30, 2017, the Portfolio had invested in repurchase agreements with the gross values of $20,887,808,000, and associated collateral equal to $21,151,512,587.
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 |
19
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
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.
Due to Custodian
In certain circumstances, the Funds may have cash overdrafts with the custodian. The Due to custodian amount if any, reflects cash overdrawn with State Street as custodian who is an affiliate of the Funds. The Due to Custodian represents amount payable to State Street for capital activity as of period ended June 30, 2017.
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. As of December 31, 2016, 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 June 30, 2017, 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.
20
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
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, a 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.
9. | | New Accounting Pronouncement |
In October 2016, the U.S. Securities and Exchange Commission (the “SEC”) adopted new rules and amended existing rules (together, “final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management has evaluated the impact of the adoption of the amendments to Regulation S-X on the financial statements of the Portfolio and concluded that it will be limited to additional disclosures.
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.
21
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Other Information
June 30, 2017 (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 January 1, 2017 to June 30, 2017.
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 | | | 0.06 | % | | $ | 1,003.30 | | | $ | 0.30 | | | $ | 1,024.50 | | | $ | 0.30 | |
(a) | Expenses are equal to the Portfolio’s annualized net expense ratio multiplied by the average account value of the period, multiplied by 181, then divided by 365. |
22
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Other Information — (continued)
June 30, 2017 (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 its complete schedule of investments with the SEC for the first and third quarters of each fiscal year on Form N-Q. 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.
23
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
Trustee Considerations in Approving Continuation of
Investment Advisory Agreement1
Overview of the Contract Review Process
Under the Investment Company Act of 1940, as amended (the “1940 Act”), 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 or its shareholders, and 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 (the “Trust”), met in person on April 24-25, 2017 and May 16-17, 2017, including in executive sessions attended by the Independent Trustees, to consider a proposal to approve, with respect to the State Street U.S. Government Money Market Portfolio (the “Portfolio”), 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. 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 Agreement. Following the April 24-25, 2017 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 16-17, 2017 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 the feeder fund (the “Fund”) for which the Portfolio serves as the master fund in a master-feeder structure: |
| • | | Comparisons of the Fund’s performance over the past one-, three- and five-year periods ended December 31, 2016, to the performance of an appropriate benchmark constructed by |
1 | Over the course of many years overseeing the Portfolio and other investment companies, 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. |
24
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
| Broadridge Financial Solutions, Inc., the successor to Lipper, Inc. (“Broadridge”), for the Fund (the “Lipper Index”) and a universe of other mutual funds with similar investment objectives and policies (the “Performance Group” and/or the “Performance Universe”); |
| • | | 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 (the “Expense Group” and/or “Expense Universe”); |
| • | | 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 calendar years; 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 Fund; and |
| • | | Profitability analyses for (a) the Adviser with respect to the Portfolio and (b) affiliates of the Adviser that provide services to the Portfolio (“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 Portfolio. |
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 portfolio of the Portfolio; |
| • | | 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 Portfolio and its service providers, including the Adviser’s record of compliance with investment policies and restrictions and other operating policies of the Portfolio; |
| • | | A description of the adequacy and sophistication of the Adviser’s technology and systems with respect to investment and administrative matters and a description of any material improvements or changes in technology or systems in the past year; |
| • | | A description of the business continuity and disaster recovery plans of the Adviser; and |
| • | | Information regarding the Adviser’s risk management processes. |
25
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
Other Relevant Information
| • | | Information concerning the nature, extent, quality and cost of services provided to the Portfolio by SSGA FM in its capacity as the Portfolio’s administrator (the “Administrator”); |
| • | | Information concerning the nature, extent, quality and cost of various non-investment management services provided to the Portfolio by affiliates of the Adviser, including the custodian, sub-administrator, transfer agent and fund accountant of the Portfolio, and the role of the Adviser in managing the Portfolio’s relationship with these service providers; |
| • | | Copies of the Advisory Agreement and agreements with other service providers of the Portfolio; |
| • | | 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 Portfolio’s Adviser and Administrator, with respect to its operations relating to the Portfolio and its approximate profit margins before taxes from such operations for the calendar year ended December 31, 2016; and the relevant operations of other affiliated service providers to the Portfolio, together with their approximate profit margins from such relevant operations for the calendar year ended December 31, 2016; |
| • | | State Street Bank and Trust Company (“State Street”), the sub-administrator, custodian and transfer agent for the Portfolio, with respect to its operations relating to the Portfolio; and |
| • | | State Street Global Advisors Funds Distributors, LLC, the principal underwriter and distributor of the shares of the Portfolio (the “Distributor”), with respect to its operations relating to the Portfolio; |
| • | | Information from SSGA FM, State Street and the Distributor with respect to the 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 16-17, 2017; |
| • | | Materials provided by Broadridge, circulated to the Independent Trustees and to Independent Counsel, with respect to the Fund; 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 Portfolio 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 Portfolio and the investment strategies used in pursuing the Portfolio’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 factor. Moreover, each Trustee may have placed varying emphasis on particular factors in reaching conclusions with respect to the Portfolio.
26
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
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 16-17, 2017 the Board, including a majority of the Independent Trustees, voted to approve the continuation of the Advisory Agreement effective June 1, 2017, for an additional year with respect to the Portfolio.
Nature, Extent and Quality of Services
In considering whether to approve the Advisory Agreement, the Board evaluated the nature, extent and quality of services provided to the Portfolio by the Adviser.
The Board considered the Adviser’s management capabilities and investment process with respect to the types of investments held by the Portfolio, including the education, experience and number of investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Portfolio. 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 money market instruments. The Board considered the extensive experience and resources committed by the Adviser to risk management, including with respect to investment risk, liquidity risk, operational risk, counterparty risk and model risk. The Board considered the Adviser’s success in maintaining the constant dollar value of the Portfolio through extraordinary market conditions. The Board also took into account the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.
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.
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 Portfolio.
Portfolio Performance
The Board considered the Portfolio’s performance by evaluating the performance of the Fund. The Board compared the Fund’s investment performance to the performance of an appropriate benchmark and universe of comparable mutual funds for various time periods ended December 31, 2016. For purposes of these comparisons the Independent Trustees relied extensively on the Performance Group, Performance Universe and Lipper Index and the analyses of the related data provided by Broadridge. Among other information, the Board considered the following performance information in its evaluation of the Portfolio:
Money Market Funds and Portfolios, Generally. The Board noted the relatively narrow range of returns in the Fund’s Performance Group and Performance Universe. The Board also observed that several basis
27
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
points of performance, whether from yield on portfolio investments or fees waived by service providers, accounted for substantial differences in performance relative to other funds in such Group and Universe during periods when preservation of capital and net asset value were generally considered by stockholders to have been more important than several basis points of yield.
State Street Institutional U.S. Government Money Market Fund and State Street U.S. Government Money Market Portfolio. The Board considered that the Fund outperformed the median of its Performance Universe and its Lipper Index for the 1-, 3- and 5-year periods and underperformed the median of its Performance Group for the 1-, 3- and 5-year periods. The Board took into account management’s discussion of the Fund’s performance.
On the basis of the foregoing and other relevant information, the Board concluded that the performance of the Portfolio is satisfactory based on the performance of the Fund in comparison to the performance of its Performance Group, Performance Universe or Lipper Index.
Management Fees and Expenses
The Board reviewed the contractual investment advisory fee rates payable by the Portfolio and actual fees paid by the Fund, net of waivers. As part of its review, the Board considered the Fund’s management fee and total expense ratio, including the portion attributable to administrative services provided by SSGA FM (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 the Fund. The Board also considered the comparability of the fees charged and the services provided to the 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 to limit the total expenses borne by shareholders. For the Portfolio, the Board considered the investment advisory fee in the context of the overall master-feeder arrangement. Among other information, the Board considered the following expense information in its evaluation of the Portfolio:
State Street Institutional U.S. Government Money Market Fund and State Street U.S. Government Money Market Portfolio. The Board considered that the Fund’s actual management fee was below the medians of its Expense Group and Expense Universe. The Board also considered that the Fund’s total expenses were below the medians of its Expense Group and Expense Universe.
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 the Fund compare favorably to the fees and expenses of the Expense Group and Expense Universe and the fees and the expense ratio of the Portfolio 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 the Portfolio and to all funds within the fund complex. The Board considered other direct and indirect benefits received by SSGA FM and Affiliated Service Providers in connection with their relationships with the Portfolio, together with the profitability of each of the Affiliated Service Providers with respect to their services to the Portfolio and/or fund complex. The
28
State Street Master Funds
State Street U.S. Government Money Market Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
Board also considered the various risks borne by SSGA FM and State Street in connection with their various roles in servicing the Trust, including enterprise, litigation, business, operational and entrepreneurial risk. The Board noted that the Adviser does not currently have “soft dollar” arrangements in effect for trading the Portfolio’s investments.
The Board concluded that the profitability of the Adviser with respect to the Portfolio, and the profitability range of each of the Affiliated Service Providers with respect to its services to the Portfolio, 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 the Portfolio and the fund complex, on the other hand, can expect to realize benefits from economies of scale as the assets of the Portfolio and fund complex increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of the Portfolio or the fund complex taken as a whole. The Board concluded that, in light of the current size of the Portfolio and the fund complex, the level of profitability of the Adviser and its affiliates with respect to the Portfolio and the fund complex over various time periods, and the comparative management fee and expense ratio of the 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 Portfolio to such an extent that previously agreed advisory fees should be reduced or that breakpoints in such fees should be implemented for the Portfolio at this time.
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 Portfolio and its 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.
29
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 | | SSITUSGOVMMSAR |
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.
Semi-Annual Report
30 June 2017
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
Semi-Annual Report
June 30, 2017 (Unaudited)
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* | | | June 30, 2017 | |
Treasury Debt | | | 100.0 | % |
Other Assets in Excess of Liabilities | | | 0.0 | ** |
Total | | | 100.0 | % |
| | | | |
Maturity Ladder* | | | June 30, 2017 | |
2 to 30 Days | | | 46.1 | % |
31 to 60 Days | | | 14.2 | |
61 to 90 Days | | | 20.7 | |
Over 90 Days | | | 19.0 | |
Total | | | 100.0 | % |
Average days to maturity | | | 37 | |
Weighted average life | | | 78 | |
* | As a percentage of net assets as of the date indicated. The Portfolio’s composition will vary over time. |
** | Amount is less than 0.05% of net assets. |
1
State Street Master Funds
State Street Treasury Money Market Portfolio
Schedule of Investments
June 30, 2017 (Unaudited)
| | | | | | | | | | | | | | | | | | | | |
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) | | | 0.820 | % | | | 07/20/2017 | | | | 07/20/2017 | | | $ | 2,263,609,000 | | | $ | 2,262,608,436 | |
U.S. Treasury Bill(a) | | | 0.820 | % | | | 07/27/2017 | | | | 07/27/2017 | | | | 1,206,000,000 | | | | 1,205,254,675 | |
U.S. Treasury Bill(a) | | | 0.825 | % | | | 07/13/2017 | | | | 07/13/2017 | | | | 1,726,500,000 | | | | 1,726,003,255 | |
U.S. Treasury Bill(a) | | | 0.845 | % | | | 08/03/2017 | | | | 08/03/2017 | | | | 200,000,000 | | | | 199,845,083 | |
U.S. Treasury Bill(a) | | | 0.850 | % | | | 07/06/2017 | | | | 07/06/2017 | | | | 1,242,834,000 | | | | 1,242,697,236 | |
U.S. Treasury Bill(a) | | | 0.890 | % | | | 09/21/2017 | | | | 09/21/2017 | | | | 835,000,000 | | | | 833,104,354 | |
U.S. Treasury Bill(a) | | | 0.905 | % | | | 08/17/2017 | | | | 08/17/2017 | | | | 400,000,000 | | | | 399,541,750 | |
U.S. Treasury Bill(a) | | | 0.908 | % | | | 08/10/2017 | | | | 08/10/2017 | | | | 450,000,000 | | | | 449,547,120 | |
U.S. Treasury Bill(a) | | | 0.910 | % | | | 09/14/2017 | | | | 09/14/2017 | | | | 830,000,000 | | | | 828,302,710 | |
U.S. Treasury Bill(a) | | | 0.928 | % | | | 08/24/2017 | | | | 08/24/2017 | | | | 450,000,000 | | | | 449,377,493 | |
U.S. Treasury Bill(a) | | | 0.960 | % | | | 08/31/2017 | | | | 08/31/2017 | | | | 301,000,000 | | | | 300,510,373 | |
U.S. Treasury Bill(a) | | | 0.980 | % | | | 09/07/2017 | | | | 09/07/2017 | | | | 500,000,000 | | | | 499,070,667 | |
U.S. Treasury Bill(a) | | | 1.000 | % | | | 09/28/2017 | | | | 09/28/2017 | | | | 495,000,000 | | | | 493,776,250 | |
U.S. Treasury Bill(a) | | | 1.060 | % | | | 11/30/2017 | | | | 11/30/2017 | | | | 125,000,000 | | | | 124,440,556 | |
U.S. Treasury Bill(a) | | | 1.070 | % | | | 12/07/2017 | | | | 12/07/2017 | | | | 75,000,000 | | | | 74,645,563 | |
U.S. Treasury Bill(a) | | | 1.100 | % | | | 12/14/2017 | | | | 12/14/2017 | | | | 100,000,000 | | | | 99,491,049 | |
U.S. Treasury Bill(a) | | | 1.120 | % | | | 12/21/2017 | | | | 12/21/2017 | | | | 200,000,000 | | | | 198,923,556 | |
U.S. Treasury Note(a) | | | 0.820 | % | | | 07/31/2017 | | | | 07/31/2017 | | | | 32,000,000 | | | | 32,041,059 | |
U.S. Treasury Note(a) | | | 0.825 | % | | | 07/31/2017 | | | | 07/31/2017 | | | | 132,000,000 | | | | 131,966,351 | |
U.S. Treasury Note(a) | | | 0.926 | % | | | 07/15/2017 | | | | 07/15/2017 | | | | 150,000,000 | | | | 149,996,842 | |
U.S. Treasury Note(a) | | | 1.066 | % | | | 09/30/2017 | | | | 09/30/2017 | | | | 33,600,000 | | | | 33,563,198 | |
U.S. Treasury Note(a) | | | 1.073 | % | | | 10/31/2017 | | | | 10/31/2017 | | | | 133,500,000 | | | | 133,357,235 | |
U.S. Treasury Note(a) | | | 1.076 | % | | | 10/15/2017 | | | | 10/15/2017 | | | | 15,600,000 | | | | 15,590,896 | |
U.S. Treasury Note, 3 Month USD MMY + 0.08%(b) | | | 1.080 | % | | | 07/01/2017 | | | | 07/31/2017 | | | | 358,500,000 | | | | 358,491,839 | |
U.S. Treasury Note, 3 Month USD MMY + 0.17%(b) | | | 1.171 | % | | | 07/01/2017 | | | | 10/31/2017 | | | | 225,500,000 | | | | 225,515,650 | |
U.S. Treasury Note, 3 Month USD MMY + 0.17%(b) | | | 1.173 | % | | | 07/01/2017 | | | | 10/31/2018 | | | | 185,000,000 | | | | 185,434,369 | |
U.S. Treasury Note, 3 Month USD MMY + 0.17%(b) | | | 1.177 | % | | | 07/01/2017 | | | | 07/31/2018 | | | | 400,000,000 | | | | 400,451,586 | |
U.S. Treasury Note, 3 Month USD MMY + 0.19%(b) | | | 1.193 | % | | | 07/04/2017 | | | | 04/30/2018 | | | | 536,820,000 | | | | 537,161,634 | |
U.S. Treasury Note, 3 Month USD MMY + 0.27%(b) | | | 1.275 | % | | | 07/01/2017 | | | | 01/31/2018 | | | | 689,000,000 | | | | 689,997,295 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL INVESTMENTS – 100.0%(c)(d) | | | | | | | | | | | | | | | | | | | 14,280,708,080 | |
Other Assets in Excess of Liabilities – 0.0%(e) | | | | | | | | | | | | 4,656,864 | |
| | | | | | | | | | | | | | | | | | | | |
NET ASSETS – 100.0% | | | | | | | | | | | | | | | | | | $ | 14,285,364,944 | |
| | | | | | | | | | | | | | | | | | | | |
(a) | Rate represents annualized yield at date of purchase. |
(b) | Variable Rate Security – Interest rate shown is rate in effect at June 30, 2017. |
(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
June 30, 2017 (Unaudited)
| | | | |
Assets | | | | |
Investments in securities, at value and cost (Note 2) | | $ | 14,280,708,080 | |
Cash | | | 378 | |
Interest receivable (Note 2) | | | 6,234,410 | |
| | | | |
Total assets | | | 14,286,942,868 | |
| | | | |
Liabilities | | | | |
Advisory fee payable (Note 3) | | | 582,204 | |
Administration, custody and transfer agent fees payable (Note 3) | | | 909,296 | |
Professional fees payable | | | 29,036 | |
Printing fees payable | | | 17,067 | |
Accrued expenses and other liabilities | | | 40,321 | |
| | | | |
Total liabilities | | | 1,577,924 | |
| | | | |
Net Assets | | $ | 14,285,364,944 | |
| | | | |
See accompanying notes to financial statements.
3
State Street Master Funds
State Street Treasury Money Market Portfolio
Statement of Operations
For the Six Months Ended June 30, 2017 (Unaudited)
| | | | |
Investment Income | | | | |
Interest income | | $ | 46,435,172 | |
| | | | |
Expenses | | | | |
Advisory fee (Note 3) | | | 3,413,386 | |
Administration, custodian and transfer agent fees (Note 3) | | | 864,952 | |
Trustees’ fees and expenses (Note 4) | | | 92,680 | |
Professional fees | | | 8,942 | |
Printing fees | | | 7,245 | |
Insurance expense | | | 1,691 | |
Miscellaneous expenses | | | 4,661 | |
| | | | |
Total expenses | | | 4,393,557 | |
| | | | |
Net Investment Income (Loss) | | | 42,041,615 | |
| | | | |
Realized Gain (Loss) | | | | |
Net realized gain (loss) on: | | | | |
Investments | | | 11,664 | |
| | | | |
Net Increase (Decrease) in Net Assets from Operations | | $ | 42,053,279 | |
| | | | |
See accompanying notes to financial statements.
4
State Street Master Funds
State Street Treasury Money Market Portfolio
Statements of Changes in Net Assets
| | | | | | | | |
| | Six Months Ended 6/30/17 (Unaudited) | | | Year Ended 12/31/16 | |
Increase (Decrease) in Net Assets From Operations: | | | | | | | | |
Net investment income (loss) | | $ | 42,041,615 | | | $ | 31,200,504 | |
Net realized gain (loss) | | | 11,664 | | | | 309,711 | |
| | | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | 42,053,279 | | | | 31,510,215 | |
| | | | | | | | |
Capital Transactions: | | | | | | | | |
Contributions | | | 11,151,054,024 | | | | 24,797,217,848 | |
Withdrawals | | | (10,912,043,598 | ) | | | (22,661,554,484 | ) |
| | | | | | | | |
Net Increase (Decrease) in Net Assets from Capital Transactions | | | 239,010,426 | | | | 2,135,663,364 | |
| | | | | | | | |
Net Increase (Decrease) in Net Assets During the Period | | | 281,063,705 | | | | 2,167,173,579 | |
| | | | | | | | |
Net Assets at Beginning of Period | | | 14,004,301,239 | | | | 11,837,127,660 | |
| | | | | | | | |
Net Assets at End of Period | | $ | 14,285,364,944 | | | $ | 14,004,301,239 | |
| | | | | | | | |
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:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended 6/30/17 (Unaudited) | | | 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 | % | | | 0.25 | % | | | (0.04 | )% | | | (0.02 | )% | | | 0.00 | %(b) | | | 0.02 | % |
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (in 000s) | | $ | 14,285,365 | | | $ | 14,004,301 | | | $ | 11,837,128 | | | $ | 10,247,460 | | | $ | 14,558,022 | | | $ | 12,712,060 | |
Ratios to average net assets: | | | | | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 0.06 | %(c) | | | 0.07 | % | | | 0.07 | % | | | 0.07 | % | | | 0.07 | % | | | 0.07 | % |
Net investment income (loss) | | | 0.62 | %(c) | | | 0.25 | % | | | (0.03 | )% | | | (0.02 | )% | | | 0.00 | %(b) | | | 0.02 | % |
(a) | Results represent past performance and are not indicative of future results. Total return for periods of less than one year is not annualized. |
(b) | Amount is less than 0.005%. |
See accompanying notes to financial statements.
6
State Street Master Funds
State Street Treasury Money Market Portfolio
Notes to Financial Statements
June 30, 2017 (Unaudited)
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 June 30, 2017, 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 authorize 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.
7
State Street Master Funds
State Street Treasury Money Market Portfolio
Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
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 an 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 period ended June 30, 2017.
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. Interest income is recorded daily on an accrual basis. All premium 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 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 Portfolio within the Trust.
8
State Street Master Funds
State Street Treasury Money Market Portfolio
Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
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.
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.
9
State Street Master Funds
State Street Treasury Money Market Portfolio
Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
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. As of December 31, 2016, 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 June 30, 2017, 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, a 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.
7. | | New Accounting Pronouncement |
In October 2016, the U.S. Securities and Exchange Commission (the “SEC”) adopted new rules and amended existing rules (together, “final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management has evaluated the impact of the adoption of the amendments to Regulation S-X on the financial statements of the Portfolio and concluded that it will be limited to additional disclosures.
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.
10
State Street Master Funds
State Street Treasury Money Market Portfolio
Other Information
June 30, 2017 (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 January 1, 2017 to June 30, 2017.
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 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 | | | 0.06 | % | | $ | 1,003.10 | | | $ | 0.30 | | | $ | 1,024.50 | | | $ | 0.30 | |
(a) | Expenses are equal to the Portfolio’s annualized net expense ratio multiplied by the average account value of the period, multiplied by 181, then divided by 365. |
11
State Street Master Funds
State Street Treasury Money Market Portfolio
Other Information — (continued)
June 30, 2017 (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 its complete schedule of investments with the SEC for the first and third quarters of each fiscal year on Form N-Q. 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.
12
State Street Master Funds
State Street Treasury Money Market Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
Trustee Considerations in Approving Continuation of
Investment Advisory Agreement1
Overview of the Contract Review Process
Under the Investment Company Act of 1940, as amended (the “1940 Act”), 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 or its shareholders, and 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 (the “Trust”), met in person on April 24-25, 2017 and May 16-17, 2017, including in executive sessions attended by the Independent Trustees, to consider a proposal to approve, with respect to the State Street Treasury Money Market Portfolio (the “Portfolio”), 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. 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 Agreement. Following the April 24-25, 2017 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 16-17, 2017 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 the feeder fund (the “Fund”) for which the Portfolio serves as the master fund in a master-feeder structure: |
1 | Over the course of many years overseeing the Portfolio and other investment companies, 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. |
13
State Street Master Funds
State Street Treasury Money Market Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
| • | | Comparisons of the Fund’s performance over the past one-, three- and five-year periods ended December 31, 2016, to the performance of an appropriate benchmark constructed by Broadridge Financial Solutions, Inc., the successor to Lipper, Inc. (“Broadridge”), for the Fund (the “Lipper Index”) and a universe of other mutual funds with similar investment objectives and policies (the “Performance Group” and/or the “Performance Universe”); |
| • | | 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 (the “Expense Group” and/or “Expense Universe”); |
| • | | 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 calendar years; 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 Fund; and |
| • | | Profitability analyses for (a) the Adviser with respect to the Portfolio and (b) affiliates of the Adviser that provide services to the Portfolio (“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 Portfolio. |
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 portfolio of the Portfolio; |
| • | | 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 Portfolio and its service providers, including the Adviser’s record of compliance with investment policies and restrictions and other operating policies of the Portfolio; |
| • | | A description of the adequacy and sophistication of the Adviser’s technology and systems with respect to investment and administrative matters and a description of any material improvements or changes in technology or systems in the past year; |
14
State Street Master Funds
State Street Treasury Money Market Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
| • | | 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 provided to the Portfolio by SSGA FM in its capacity as the Portfolio’s administrator (the “Administrator”); |
| • | | Information concerning the nature, extent, quality and cost of various non-investment management services provided to the Portfolio by affiliates of the Adviser, including the custodian, sub-administrator, transfer agent and fund accountant of the Portfolio, and the role of the Adviser in managing the Portfolio’s relationship with these service providers; |
| • | | Copies of the Advisory Agreement and agreements with other service providers of the Portfolio; |
| • | | 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 Portfolio’s Adviser and Administrator, with respect to its operations relating to the Portfolio and its approximate profit margins before taxes from such operations for the calendar year ended December 31, 2016; and the relevant operations of other affiliated service providers to the Portfolio, together with their approximate profit margins from such relevant operations for the calendar year ended December 31, 2016; |
| • | | State Street Bank and Trust Company (“State Street”), the sub-administrator, custodian and transfer agent for the Portfolio, with respect to its operations relating to the Portfolio; and |
| • | | State Street Global Advisors Funds Distributors, LLC, the principal underwriter and distributor of the shares of the Portfolio (the “Distributor”), with respect to its operations relating to the Portfolio; |
| • | | Information from SSGA FM, State Street and the Distributor with respect to the 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 16-17, 2017; |
| • | | Materials provided by Broadridge, circulated to the Independent Trustees and to Independent Counsel, with respect to the Fund; 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 Portfolio 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 Portfolio and the investment strategies used in pursuing the Portfolio’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,
15
State Street Master Funds
State Street Treasury Money Market Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
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 Portfolio.
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 16-17, 2017 the Board, including a majority of the Independent Trustees, voted to approve the continuation of the Advisory Agreement effective June 1, 2017, for an additional year with respect to the Portfolio.
Nature, Extent and Quality of Services
In considering whether to approve the Advisory Agreement, the Board evaluated the nature, extent and quality of services provided to the Portfolio by the Adviser.
The Board considered the Adviser’s management capabilities and investment process with respect to the types of investments held by the Portfolio, including the education, experience and number of investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Portfolio. 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 money market instruments. The Board considered the extensive experience and resources committed by the Adviser to risk management, including with respect to investment risk, liquidity risk, operational risk, counterparty risk and model risk. The Board considered the Adviser’s success in maintaining the constant dollar value of the Portfolio through extraordinary market conditions. The Board also took into account the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.
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.
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 Portfolio.
Portfolio Performance
The Board considered the Portfolio’s performance by evaluating the performance of the Fund. The Board compared the Fund’s investment performance to the performance of an appropriate benchmark and universe of comparable mutual funds for various time periods ended December 31, 2016. For purposes of these comparisons the Independent Trustees relied extensively on the Performance Group,
16
State Street Master Funds
State Street Treasury Money Market Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
Performance Universe and Lipper Index and the analyses of the related data provided by Broadridge. Among other information, the Board considered the following performance information in its evaluation of the Portfolio:
Money Market Funds and Portfolios, Generally. The Board noted the relatively narrow range of returns in the Fund’s Performance Group and Performance Universe. The Board also observed that several basis points of performance, whether from yield on portfolio investments or fees waived by service providers, accounted for substantial differences in performance relative to other funds in such Group and Universe during periods when preservation of capital and net asset value were generally considered by stockholders to have been more important than several basis points of yield.
State Street Institutional Treasury Money Market Fund and State Street Treasury Money Market Portfolio. The Board considered that the Fund (a) underperformed the median of its Performance Group for the 1-, 3- and 5-year periods, (b) outperformed the median of its Performance Universe for the 1-, 3- and 5-year periods and the Lipper Index for the 1-year period, and (c) equaled the performance of the Lipper Index for the 3- and 5-year periods. The Board took into account management’s discussion of the Fund’s performance.
On the basis of the foregoing and other relevant information, the Board concluded that the performance of the Portfolio is satisfactory based on the performance of the Fund in comparison to the performance of its Performance Group, Performance Universe or Lipper Index.
Management Fees and Expenses
The Board reviewed the contractual investment advisory fee rates payable by the Portfolio and actual fees paid by the Fund, net of waivers. As part of its review, the Board considered the Fund’s management fee and total expense ratio, including the portion attributable to administrative services provided by SSGA FM (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 the Fund. The Board also considered the comparability of the fees charged and the services provided to the 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 to limit the total expenses borne by shareholders. For the Portfolio, the Board considered the investment advisory fee in the context of the overall master-feeder arrangement. Among other information, the Board considered the following expense information in its evaluation of the Portfolio:
State Street Institutional Treasury Money Market Fund and State Street Treasury Money Market Portfolio. The Board considered that the Fund’s actual management fee was below the medians of its Expense Group and Expense Universe. The Board also considered that the Fund’s total expenses were below the medians of its Expense Group and Expense Universe.
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 the Fund compare favorably to the fees and expenses of the Expense Group and Expense Universe and the fees and the expense ratio of the Portfolio are reasonable in relation to the services provided.
17
State Street Master Funds
State Street Treasury Money Market Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
Profitability
The Board reviewed the level of profits realized by the Adviser and its affiliates in providing investment advisory and other services to the Portfolio and to all funds within the fund complex. The Board considered other direct and indirect benefits received by SSGA FM and Affiliated Service Providers in connection with their relationships with the Portfolio, together with the profitability of each of the Affiliated Service Providers with respect to their services to the Portfolio and/or fund complex. The Board also considered the various risks borne by SSGA FM and State Street in connection with their various roles in servicing the Trust, including enterprise, litigation, business, operational and entrepreneurial risk. The Board noted that the Adviser does not currently have “soft dollar” arrangements in effect for trading the Portfolio’s investments.
The Board concluded that the profitability of the Adviser with respect to the Portfolio, and the profitability range of each of the Affiliated Service Providers with respect to its services to the Portfolio, 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 the Portfolio and the fund complex, on the other hand, can expect to realize benefits from economies of scale as the assets of the Portfolio and fund complex increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of the Portfolio or the fund complex taken as a whole. The Board concluded that, in light of the current size of the Portfolio and the fund complex, the level of profitability of the Adviser and its affiliates with respect to the Portfolio and the fund complex over various time periods, and the comparative management fee and expense ratio of the 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 Portfolio to such an extent that previously agreed advisory fees should be reduced or that breakpoints in such fees should be implemented for the Portfolio at this time.
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 Portfolio and its 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.
18
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 | | SSITTRMMSAR |
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.
Semi-Annual Report
30 June 2017
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
Semi-Annual Report
June 30, 2017 (Unaudited)
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* | | | June 30, 2017 | |
Treasury Repurchase Agreements | | | 47.2 | % |
Treasury Debt | | | 45.3 | |
Other Assets in Excess of Liabilities | | | 7.5 | |
Total | | | 100.0 | % |
| | | | |
Maturity Ladder* | | | June 30, 2017 | |
2 to 30 Days | | | 55.9 | % |
31 to 60 Days | | | 8.0 | |
61 to 90 Days | | | 11.3 | |
Over 90 Days | | | 17.3 | |
Total | | | 92.5 | % |
Average days to maturity | | | 21 | |
Weighted average life | | | 57 | |
* | As a percentage of net assets as of the date indicated. The Portfolio’s composition will vary over time. |
1
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Schedule of Investments
June 30, 2017 (Unaudited)
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
TREASURY DEBT – 45.3% | |
U.S. Treasury Bill(a) | | | 0.790 | % | | | 07/06/2017 | | | | 07/06/2017 | | | $ | 400,000,000 | | | $ | 399,954,979 | |
U.S. Treasury Bill(a) | | | 0.820 | % | | | 07/20/2017 | | | | 07/20/2017 | | | | 200,000,000 | | | | 199,913,444 | |
U.S. Treasury Bill(a) | | | 0.820 | % | | | 07/27/2017 | | | | 07/27/2017 | | | | 150,000,000 | | | | 149,911,167 | |
U.S. Treasury Bill(a) | | | 0.825 | % | | | 07/13/2017 | | | | 07/13/2017 | | | | 250,000,000 | | | | 249,931,250 | |
U.S. Treasury Bill(a) | | | 0.845 | % | | | 08/03/2017 | | | | 08/03/2017 | | | | 100,000,000 | | | | 99,922,542 | |
U.S. Treasury Bill(a) | | | 0.890 | % | | | 09/21/2017 | | | | 09/21/2017 | | | | 575,000,000 | | | | 573,696,342 | |
U.S. Treasury Bill(a) | | | 0.905 | % | | | 08/17/2017 | | | | 08/17/2017 | | | | 100,000,000 | | | | 99,881,847 | |
U.S. Treasury Bill(a) | | | 0.908 | % | | | 08/10/2017 | | | | 08/10/2017 | | | | 100,000,000 | | | | 99,899,361 | |
U.S. Treasury Bill(a) | | | 0.910 | % | | | 09/14/2017 | | | | 09/14/2017 | | | | 625,000,000 | | | | 623,721,870 | |
U.S. Treasury Bill(a) | | | 0.928 | % | | | 08/24/2017 | | | | 08/24/2017 | | | | 250,000,000 | | | | 249,654,167 | |
U.S. Treasury Bill(a) | | | 0.980 | % | | | 09/07/2017 | | | | 09/07/2017 | | | | 100,000,000 | | | | 99,814,889 | |
U.S. Treasury Bill(a) | | | 1.060 | % | | | 11/30/2017 | | | | 11/30/2017 | | | | 100,000,000 | | | | 99,552,444 | |
U.S. Treasury Bill(a) | | | 1.070 | % | | | 12/07/2017 | | | | 12/07/2017 | | | | 75,000,000 | | | | 74,645,563 | |
U.S. Treasury Bill(a) | | | 1.100 | % | | | 12/14/2017 | | | | 12/14/2017 | | | | 50,000,000 | | | | 49,745,524 | |
U.S. Treasury Bill(a) | | | 1.120 | % | | | 12/21/2017 | | | | 12/21/2017 | | | | 150,000,000 | | | | 149,192,667 | |
U.S. Treasury Note(a) | | | 0.820 | % | | | 07/31/2017 | | | | 07/31/2017 | | | | 24,000,000 | | | | 24,030,795 | |
U.S. Treasury Note(a) | | | 0.825 | % | | | 07/31/2017 | | | | 07/31/2017 | | | | 24,000,000 | | | | 23,996,030 | |
U.S. Treasury Note(a) | | | 1.066 | % | | | 09/30/2017 | | | | 09/30/2017 | | | | 23,200,000 | | | | 23,174,589 | |
U.S. Treasury Note(a) | | | 1.073 | % | | | 10/31/2017 | | | | 10/31/2017 | | | | 100,000,000 | | | | 99,893,060 | |
U.S. Treasury Note(a) | | | 1.076 | % | | | 10/15/2017 | | | | 10/15/2017 | | | | 10,700,000 | | | | 10,693,756 | |
U.S. Treasury Note, 3 Month USD MMY + 0.08%(b) | | | 1.080 | % | | | 07/01/2017 | | | | 07/31/2017 | | | | 309,500,000 | | | | 309,493,959 | |
U.S. Treasury Note, 3 Month USD MMY + 0.17%(b) | | | 1.171 | % | | | 07/01/2017 | | | | 10/31/2017 | | | | 285,900,000 | | | | 285,869,339 | |
U.S. Treasury Note, 3 Month USD MMY + 0.17%(b) | | | 1.173 | % | | | 07/01/2017 | | | | 10/31/2018 | | | | 130,000,000 | | | | 130,305,231 | |
U.S. Treasury Note, 3 Month USD MMY + 0.17%(b) | | | 1.177 | % | | | 07/01/2017 | | | | 07/31/2018 | | | | 245,000,000 | | | | 245,281,132 | |
U.S. Treasury Note, 3 Month USD MMY + 0.19%(b) | | | 1.193 | % | | | 07/04/2017 | | | | 04/30/2018 | | | | 333,836,000 | | | | 334,031,634 | |
U.S. Treasury Note, 3 Month USD MMY + 0.27%(b) | | | 1.275 | % | | | 07/01/2017 | | | | 01/31/2018 | | | | 489,750,000 | | | | 490,449,914 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL TREASURY DEBT | | | | | | | | | | | | | | | | | | | 5,196,657,495 | |
| | | | | | | | | | | | | | | | | | | | |
TREASURY REPURCHASE AGREEMENTS – 47.2% | |
Agreement with Bank of America and Bank of New York Mellon (Tri-Party), dated 06/30/2017 (collateralized by a U.S. Treasury Note, 2.125% due 08/15/2021, valued at $10,307,146); expected proceeds $10,105,909 | | | 1.080 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 10,105,000 | | | | 10,105,000 | |
See accompanying notes to financial statements.
2
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | | | | | | | | | | | | | |
Name of Issuer and Title of Issue | | Interest Rate | | | Next Rate Reset Date | | | Maturity Date | | | Principal Amount | | | Value | |
TREASURY REPURCHASE AGREEMENTS – (continued) | |
Agreement with Bank of Nova Scotia and Bank of New York Mellon (Tri-Party), dated 06/30/2017 (collateralized by U.S. Treasury Bonds, 3.625% – 6.125% due 02/15/2029 – 02/15/2044, and a U.S. Treasury Inflation Index Bond, 3.375% due 04/15/2032, valued at $102,009,370); expected proceeds $100,009,167 | | | 1.100 | % | | | 07/03/2017 | | | | 07/03/2017 | | | $ | 100,000,000 | | | $ | 100,000,000 | |
Agreement with BNP Paribas Securities Corp. and Bank of New York Mellon (Tri-Party), dated 06/30/2017 (collateralized by a U.S. Treasury Bond, 3.625% due 08/15/2043, U.S. Treasury Inflation Index Notes, 0.375% – 1.625% due 01/15/2018 – 07/15/2023, and U.S. Treasury Notes, 1.250% – 2.000% due 11/15/2018 – 11/30/2020 valued at $51,000,011); expected proceeds $50,004,167 | | | 1.000 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 50,000,000 | | | | 50,000,000 | |
Agreement with BNP Paribas Securities Corp. and Bank of New York Mellon (Tri-Party), dated 06/30/2017 (collateralized by U.S. Treasury Bonds, 3.125% – 6.625% due 02/15/2027 – 08/15/2044, a U.S. Treasury Inflation Index Bond, 3.625% due 04/15/2028, U.S. Treasury Notes, 1.125% – 1.250% due 12/31/2018 – 02/28/2021, and U.S. Treasury Strips, 0.000% due 08/15/2017 – 02/15/2027, valued at $264,966,420); expected proceeds $259,794,379 | | | 1.080 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 259,771,000 | | | | 259,771,000 | |
Agreement with Citigroup Global Markets, Inc. and Bank of New York Mellon (Tri-Party), dated 06/30/2017 (collateralized by U.S. Treasury Notes, 1.625% due 08/31/2019 – 06/30/2020, valued at $67,320,082); expected proceeds $66,005,940 | | | 1.080 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 66,000,000 | | | | 66,000,000 | |
Agreement with Credit Agricole Corporate & Investment Bank, and Bank of New York Mellon (Tri-Party), dated 06/30/2017 (collateralized by a U.S. Treasury Note, 1.875% due 02/28/2022, valued at $3,739,350); expected proceeds $3,666,324 | | | 1.060 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 3,666,000 | | | | 3,666,000 | |
Agreement with Credit Agricole Corporate & Investment Bank, and Bank of New York Mellon (Tri-Party), dated 06/30/2017 (collateralized by a U.S. Treasury Note, 2.000% due 12/31/2021, valued at $35,700,059); expected proceeds $35,014,428(c) | | | 1.060 | % | | | 07/14/2017 | | | | 07/14/2017 | | | | 35,000,000 | | | | 35,000,000 | |
See accompanying notes to financial statements.
3
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
| | | | | | | | | | | | | | | | | | | | |
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 06/30/2017 (collateralized by U.S. Treasury Bonds, 3.125% – 8.000% due 11/15/2021 – 11/15/2041, and U.S. Treasury Notes, 1.625% – 2.750% due 11/15/2022 – 02/15/2024 valued at $4,519,376,613); expected proceeds $4,519,376,583 | | | 1.000 | % | | | 07/03/2017 | | | | 07/03/2017 | | | $ | 4,519,000,000 | | | $ | 4,519,000,000 | |
Agreement with HSBC Securities USA, Inc. and JP Morgan Chase & Co. (Tri-Party), dated 06/27/2017 (collateralized by a U.S. Treasury Note, 3.625% due 02/15/2021, valued at $43,863,915); expected proceeds $43,010,033 | | | 1.050 | % | | | 07/05/2017 | | | | 07/05/2017 | | | | 43,000,000 | | | | 43,000,000 | |
Agreement with HSBC Securities USA, Inc. and JP Morgan Chase & Co. (Tri-Party), dated 06/30/2017 (collateralized by a U.S. Treasury Note, 3.625% due 02/15/2021, valued at $30,709,613); expected proceeds $30,107,659 | | | 1.060 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 30,105,000 | | | | 30,105,000 | |
Agreement with Societe Generale and Bank of New York Mellon (Tri-Party), dated 06/30/2017 (collateralized by U.S. Treasury Bills, 0.000% due 12/21/2017 – 01/04/2018, U.S. Treasury Bonds, 2.875% – 9.125% due 05/15/2018 – 11/15/2045, U.S. Treasury Inflation Index Bonds 0.750% – 3.875% due 01/15/2027 – 02/15/2045, U.S. Treasury Inflation Index Notes 0.125% – 1.375% due 01/15/2020 – 04/15/2022, and U.S. Treasury Notes, 0.500% – 4.750% due 07/31/2017 – 08/15/2026 valued at $59,733,314); expected proceeds $58,567,368 | | | 1.100 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 58,562,000 | | | | 58,562,000 | |
Agreement with TD Securities (USA) LLC and Bank of New York Mellon (Tri-Party), dated 06/30/2017 (collateralized by a U.S. Treasury Bill, 0.000% due 07/20/2017, and U.S. Treasury Bonds, 3.125% – 4.500% due 05/15/2038 – 08/15/2044, valued at $244,822,461); expected proceeds $240,022,000 | | | 1.100 | % | | | 07/03/2017 | | | | 07/03/2017 | | | | 240,000,000 | | | | 240,000,000 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL TREASURY REPURCHASE AGREEMENTS | | | | 5,415,209,000 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL INVESTMENTS – 92.5%(d)(e) | | | | 10,611,866,495 | |
Other Assets in Excess of Liabilities – 7.5% | | | | 859,321,054 | |
| | | | | | | | | | | | | | | | | | | | |
NET ASSETS – 100.0% | | | | | | | | | | | | | | | | | | $ | 11,471,187,549 | |
| | | | | | | | | | | | | | | | | | | | |
See accompanying notes to financial statements.
4
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Schedule of Investments — (continued)
June 30, 2017 (Unaudited)
(a) | Rate represents annualized yield at date of purchase. |
(b) | Variable Rate Security – Interest rate shown is rate in effect at June 30, 2017. |
(c) | Illiquid security. This security represents $35,000,000 or 0.3% of net assets as of June 30, 2017. |
(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.
5
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Statement of Assets and Liabilities
June 30, 2017 (Unaudited)
| | | | |
Assets | | | | |
Investments in securities, at value and cost (Note 2) | | $ | 5,196,657,495 | |
Repurchase agreements, at amortized cost | | | 5,415,209,000 | |
| | | | |
Total investments | | | 10,611,866,495 | |
Cash | | | 856,291,671 | |
Interest receivable (Note 2) | | | 4,118,100 | |
Other receivable | | | 20,213 | |
| | | | |
Total assets | | | 11,472,296,479 | |
| | | | |
Liabilities | | | | |
Advisory fee payable (Note 4) | | | 418,659 | |
Administration, custodian and transfer agent fees payable (Note 4) | | | 588,799 | |
Professional fees payable | | | 35,336 | |
Printing fees payable | | | 11,573 | |
Accrued expenses and other liabilities | | | 54,563 | |
| | | | |
Total liabilities | | | 1,108,930 | |
| | | | |
Net Assets | | $ | 11,471,187,549 | |
| | | | |
See accompanying notes to financial statements.
6
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Statement of Operations
For the Six Months Ended June 30, 2017 (Unaudited)
| | | | |
Investment Income | | | | |
Interest income | | $ | 33,832,675 | |
| | | | |
Expenses | | | | |
Advisory fee (Note 4) | | | 2,446,761 | |
Administration, custodian and transfer agent fees (Note 4) | | | 622,456 | |
Trustees’ fees and expenses (Note 5) | | | 105,833 | |
Professional fees | | | 19,397 | |
Insurance expense | | | 254 | |
Miscellaneous expenses | | | 2,897 | |
| | | | |
Total expenses | | | 3,197,598 | |
| | | | |
Net Investment Income (Loss) | | | 30,635,077 | |
| | | | |
Realized Gain (Loss) | | | | |
Net realized gain (loss) on: | | | | |
Investments | | | (1,167 | ) |
| | | | |
Net Increase (Decrease) in Net Assets from Operations | | $ | 30,633,910 | |
| | | | |
See accompanying notes to financial statements.
7
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Statement of Changes in Net Assets
| | | | | | | | |
| | Six Months Ended 6/30/17 (Unaudited) | | | Year Ended 12/31/16 | |
Increase (Decrease) in Net Assets from Operations: | | | | | | | | |
Net investment income (loss) | | $ | 30,635,077 | | | $ | 12,173,416 | |
Net realized gain (loss) | | | (1,167 | ) | | | 21,479 | |
| | | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | 30,633,910 | | | | 12,194,895 | |
| | | | | | | | |
Capital Transactions: | | | | | | | | |
Contributions | | | 11,874,492,726 | | | | 12,712,264,167 | |
Proceeds in connection with Reorganization (Note 8) | | | – | | | | 7,471,889,450 | |
Withdrawals | | | (11,062,891,061 | ) | | | (11,312,210,340 | ) |
| | | | | | | | |
Net Increase (Decrease) in Net Assets from Capital Transactions | | | 811,601,665 | | | | 8,871,943,277 | |
| | | | | | | | |
Net Increase (Decrease) in Net Assets During the Period | | | 842,235,575 | | | | 8,884,138,172 | |
| | | | | | | | |
Net Assets at Beginning of Period | | | 10,628,951,974 | | | | 1,744,813,802 | |
| | | | | | | | |
Net Assets at End of Period | | $ | 11,471,187,549 | | | $ | 10,628,951,974 | |
| | | | | | | | |
See accompanying notes to financial statements.
8
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Financial Highlights
Selected data for a share outstanding throughout each period
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended 6/30/17 (Unaudited) | | | 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 | % | | | 0.23 | % | | | (0.01 | )% | | | (0.02 | )% | | | 0.00 | %(b) | | | 0.06 | % |
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (in 000s) | | $ | 11,471,188 | | | $ | 10,628,952 | | | $ | 1,744,814 | | | $ | 2,765,530 | | | $ | 2,753,017 | | | $ | 2,298,541 | |
Ratios to average net assets: | | | | | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 0.07 | %(c) | | | 0.07 | % | | | 0.07 | % | | | 0.07 | % | | | 0.07 | % | | | 0.08 | % |
Net investment income (loss) | | | 0.63 | %(c) | | | 0.27 | % | | | (0.01 | )% | | | (0.02 | )% | | | 0.00 | %(b) | | | 0.06 | % |
(a) | Results represent past performance and are not indicative of future results. Total return for periods of less than one year is not annualized. |
(b) | Amount is less than 0.005%. |
See accompanying notes to financial statements.
9
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Notes to Financial Statements
June 30, 2017 (Unaudited)
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 June 30, 2017, 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.
10
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
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 an 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 period ended June 30, 2017.
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. Interest income is recorded daily on an accrual basis. All premium 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 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 Portfolio within the Trust.
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State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
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 June 30, 2017, the Portfolio had invested in repurchase agreements with the gross values of $5,415,209,000 and associated collateral equal to $5,433,548,354.
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 minimum fee will be charged to the Portfolios. SSGA FM and State Street each receive a portion of the fee.
12
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
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. As of December 31, 2016, 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 June 30, 2017, 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, a 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).
13
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Notes to Financial Statements — (continued)
June 30, 2017 (Unaudited)
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. | | New Accounting Pronouncement |
In October 2016, the U.S. Securities and Exchange Commission (the “SEC”) adopted new rules and amended existing rules (together, “final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management has evaluated the impact of the adoption of the amendments to Regulation S-X on the financial statements of the Portfolio and concluded that it will be limited to additional disclosures.
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.
14
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Other Information
June 30, 2017 (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 January 1, 2017 to June 30, 2017.
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 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 | % | | $ | 1,003.10 | | | $ | 0.35 | | | $ | 1,024.40 | | | $ | 0.35 | |
(a) | Expenses are equal to the Portfolio’s annualized net expense ratio multiplied by the average account value of the period, multiplied by 181, then divided by 365. |
15
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Other Information — (continued)
June 30, 2017 (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 its complete schedule of investments with the SEC for the first and third quarters of each fiscal year on Form N-Q. 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.
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State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
Trustee Considerations in Approving Continuation of
Investment Advisory Agreement1
Overview of the Contract Review Process
Under the Investment Company Act of 1940, as amended (the “1940 Act”), 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 or its shareholders, and 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 (the “Trust”), met in person on April 24-25, 2017 and May 16-17, 2017, including in executive sessions attended by the Independent Trustees, to consider a proposal to approve, with respect to the State Street Treasury Plus Money Market Portfolio (the “Portfolio”), 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. 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 Agreement. Following the April 24-25, 2017 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 16-17, 2017 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 the feeder fund (the “Fund”) for which the Portfolio serves as the master fund in a master-feeder structure: |
| • | | Comparisons of the Fund’s performance over the past one-, three- and five-year periods ended December 31, 2016, to the performance of an appropriate benchmark constructed by |
1 | Over the course of many years overseeing the Portfolio and other investment companies, 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. |
17
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
| Broadridge Financial Solutions, Inc., the successor to Lipper, Inc. (“Broadridge”), for the Fund (the “Lipper Index”) and a universe of other mutual funds with similar investment objectives and policies (the “Performance Group” and/or the “Performance Universe”); |
| • | | 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 (the “Expense Group” and/or “Expense Universe”); |
| • | | 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 calendar years; 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 Fund; and |
| • | | Profitability analyses for (a) the Adviser with respect to the Portfolio and (b) affiliates of the Adviser that provide services to the Portfolio (“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 Portfolio. |
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 portfolio of the Portfolio; |
| • | | 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 Portfolio and its service providers, including the Adviser’s record of compliance with investment policies and restrictions and other operating policies of the Portfolio; |
| • | | A description of the adequacy and sophistication of the Adviser’s technology and systems with respect to investment and administrative matters and a description of any material improvements or changes in technology or systems in the past year; |
| • | | A description of the business continuity and disaster recovery plans of the Adviser; and |
| • | | Information regarding the Adviser’s risk management processes. |
18
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
Other Relevant Information
| • | | Information concerning the nature, extent, quality and cost of services provided to the Portfolio by SSGA FM in its capacity as the Portfolio’s administrator (the “Administrator”); |
| • | | Information concerning the nature, extent, quality and cost of various non-investment management services provided to the Portfolio by affiliates of the Adviser, including the custodian, sub-administrator, transfer agent and fund accountant of the Portfolio, and the role of the Adviser in managing the Portfolio’s relationship with these service providers; |
| • | | Copies of the Advisory Agreement and agreements with other service providers of the Portfolio; |
| • | | 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 Portfolio’s Adviser and Administrator, with respect to its operations relating to the Portfolio and its approximate profit margins before taxes from such operations for the calendar year ended December 31, 2016; and the relevant operations of other affiliated service providers to the Portfolio, together with their approximate profit margins from such relevant operations for the calendar year ended December 31, 2016; |
| • | | State Street Bank and Trust Company (“State Street”), the sub-administrator, custodian and transfer agent for the Portfolio, with respect to its operations relating to the Portfolio; and |
| • | | State Street Global Advisors Funds Distributors, LLC, the principal underwriter and distributor of the shares of the Portfolio (the “Distributor”), with respect to its operations relating to the Portfolio; |
| • | | Information from SSGA FM, State Street and the Distributor with respect to the 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 16-17, 2017; |
| • | | Materials provided by Broadridge, circulated to the Independent Trustees and to Independent Counsel, with respect to the Fund; 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 Portfolio 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 Portfolio and the investment strategies used in pursuing the Portfolio’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 factor. Moreover, each Trustee may have placed varying emphasis on particular factors in reaching conclusions with respect to the Portfolio.
19
State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
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 16-17, 2017 the Board, including a majority of the Independent Trustees, voted to approve the continuation of the Advisory Agreement effective June 1, 2017, for an additional year with respect to the Portfolio.
Nature, Extent and Quality of Services
In considering whether to approve the Advisory Agreement, the Board evaluated the nature, extent and quality of services provided to the Portfolio by the Adviser.
The Board considered the Adviser’s management capabilities and investment process with respect to the types of investments held by the Portfolio, including the education, experience and number of investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Portfolio. 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 money market instruments. The Board considered the extensive experience and resources committed by the Adviser to risk management, including with respect to investment risk, liquidity risk, operational risk, counterparty risk and model risk. The Board considered the Adviser’s success in maintaining the constant dollar value of the Portfolio through extraordinary market conditions. The Board also took into account the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.
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.
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 Portfolio.
Portfolio Performance
The Board considered the Portfolio’s performance by evaluating the performance of the Fund. The Board compared the Fund’s investment performance to the performance of an appropriate benchmark and universe of comparable mutual funds for various time periods ended December 31, 2016. For purposes of these comparisons the Independent Trustees relied extensively on the Performance Group, Performance Universe and Lipper Index and the analyses of the related data provided by Broadridge. Among other information, the Board considered the following performance information in its evaluation of the Portfolio:
Money Market Funds and Portfolios, Generally. The Board noted the relatively narrow range of returns in the Fund’s Performance Group and Performance Universe. The Board also observed that several basis points of performance, whether from yield on portfolio investments or fees waived by service providers, accounted for substantial differences in performance relative to other funds in such Group and Universe
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State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
during periods when preservation of capital and net asset value were generally considered by stockholders to have been more important than several basis points of yield.
State Street Institutional Treasury Plus Money Market Fund and State Street Treasury Plus Money Market Portfolio. The Board considered that the Fund (a) outperformed the medians of its Performance Group and Performance Universe for the 1-, 3- and 5-year periods and its Lipper Index for the 1-year period, and (b) equaled its Lipper Index for the 3- and 5-year periods.
On the basis of the foregoing and other relevant information, the Board concluded that the performance of the Portfolio is satisfactory based on the performance of the Fund in comparison to the performance of its Performance Group, Performance Universe or Lipper Index.
Management Fees and Expenses
The Board reviewed the contractual investment advisory fee rates payable by the Portfolio and actual fees paid by the Fund, net of waivers. As part of its review, the Board considered the Fund’s management fee and total expense ratio, including the portion attributable to administrative services provided by SSGA FM (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 the Fund. The Board also considered the comparability of the fees charged and the services provided to the 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 to limit the total expenses borne by shareholders. For the Portfolio, the Board considered the investment advisory fee in the context of the overall master-feeder arrangement. Among other information, the Board considered the following expense information in its evaluation of the Portfolio:
State Street Institutional Treasury Plus Money Market Fund and State Street Treasury Plus Money Market Portfolio. The Board considered that the Fund’s actual management fee was above the median of its Expense Group and below the median of its Expense Universe. The Board also considered that the Fund’s total expenses were below the medians of its Expense Group and Expense Universe. The Board took into account management’s discussion of the Fund’s expenses.
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 the Fund compare favorably to the fees and expenses of the Expense Group and Expense Universe and the fees and the expense ratio of the Portfolio 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 the Portfolio and to all funds within the fund complex. The Board considered other direct and indirect benefits received by SSGA FM and Affiliated Service Providers in connection with their relationships with the Portfolio, together with the profitability of each of the Affiliated Service Providers with respect to their services to the Portfolio and/or fund complex. The Board also considered the various risks borne by SSGA FM and State Street in connection with their various roles in servicing the Trust, including enterprise, litigation, business, operational and
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State Street Master Funds
State Street Treasury Plus Money Market Portfolio
Other Information — (continued)
June 30, 2017 (Unaudited)
entrepreneurial risk. The Board noted that the Adviser does not currently have “soft dollar” arrangements in effect for trading the Portfolio’s investments.
The Board concluded that the profitability of the Adviser with respect to the Portfolio, and the profitability range of each of the Affiliated Service Providers with respect to its services to the Portfolio, 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 the Portfolio and the fund complex, on the other hand, can expect to realize benefits from economies of scale as the assets of the Portfolio and fund complex increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of the Portfolio or the fund complex taken as a whole. The Board concluded that, in light of the current size of the Portfolio and the fund complex, the level of profitability of the Adviser and its affiliates with respect to the Portfolio and the fund complex over various time periods, and the comparative management fee and expense ratio of the 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 Portfolio to such an extent that previously agreed advisory fees should be reduced or that breakpoints in such fees should be implemented for the Portfolio at this time.
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 Portfolio and its 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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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.
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State Street Master Funds State Street Bank and Trust Company P.O. Box 5049 Boston, MA 02206 | | SSITTRPLMMSAR |
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.
Not applicable to this filing.
Item 3. Audit Committee Financial Expert.
Not applicable to this filing.
Item 4. Principal Accountant Fees and Services.
Not applicable to this filing.
Item 5. Audit Committee of Listed Registrants.
Not applicable to the Registrant.
Item 6. Investments.
(a) Schedule of Investments is included as part of Item 1 of this Form N-CSR.
(b) Not applicable to the Registrant.
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 of Trustees.
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 have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting.
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
(a) Not applicable.
(b) Not applicable.
Item 13. Exhibits.
(a)(1) Not applicable; this Form N-CSR is a Semi-Annual Report.
(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.
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Registrant: | | STATE STREET MASTER FUNDS |
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By: | | /s/ Ellen M. Needham |
| | Ellen M. Needham |
| | President |
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Date: | | September 5, 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.
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By: | | /s/ Ellen M. Needham |
| | Ellen M. Needham |
| | President (Principal Executive Officer) |
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Date: | | September 5, 2017 |
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By: | | /s/ Bruce S. Rosenberg |
| | Bruce S. Rosenberg |
| | Treasurer (Principal Financial and Accounting Officer) |
| | |
Date: | | September 5, 2017 |