INVESTMENT AGREEMENT
Wellington Trust Company, NA
@
WELLINGTON
MANAGEMENT
For Collective Investment Funds
Investment Agreement
Investment Agreement dated as of the *+'--day of m~c..h, 2008by and between City of Clearwater Employees Pension Plan (the
"Participating Trust") and the Wellington Trust Company, National Association Multiple Collective Investment Funds Trust (the
"Collective Investment Funds Trust"), a group trust established pursuant to the Amended and Restated Plan and Declaration of Trust,
dated June 15, 1999 (the "Amended and Restated Plan and Declaration of Trust"), which is attached hereto as Exhibit A.
By execution of this Investment Agreement, the Participating Trust and the Collective Investment Funds Trust hereby agree to the
following terms and conditions:
Definitions
Wherever used in this Investment
Agreement, unless the context
clearly indicates otherwise, the
following words shall have the
following meanings:
"Fund" means: one of the separate
investment funds established and
maintained in the United States
pursuant to Article II of the
Amended and Restated Plan and
Declaration of Trust.
"Qualified Trust" means:
(a) a trust which forms part of an
employee stock bonus, pension,
profit-sharing, or other employee
benefit plan: (1) which is exempt
from taxation under Section 501(a)
of the Internal Revenue Code of
1986, as amended (the "Code"), by
reason of qualifying under Section
401(a) of the Code (or corresponding
sections of amendments thereto or
statutes. enacted hereafter); and (2)
which is permitted by existing or
future rulings of the United States
Internal Revenue Service, or any
successor entity, to pool its funds in
a group trust; and (3) which has
been authorized to participate in
and transfer assets to the Collective
Investment Funds Trust and which
has provisions that incorporate by
reference the terms and provisions
of the Amended and Restated Plan
and Declaration of Trust, and of any
amendments thereto; and (4) of
which Wellington Trust Company,
National Association is acting as
trustee, co-trustee, agent, or
managing agent; and
(b) a governmental pension plan, the
assets of which may be invested in a
group trust as provided in Section
401(a)(24) of the Code.
"Participating Trust Trustee" means:
the person or persons who control
the investments of the Participating
Wellington Trust Company, NA
Trust, exclusive of any such person
who is affiliated with the Trustee or
Wellington Management Company,
LLP.
"Trustee" means: Wellington Trust
Company, National Association.
"ERISA" means: the Employee
Retirement Income Security Act of
1974, and any amendments thereto.
"Prohibited Transaction" means: any
transaction which is a prohibited
transaction within the meaning of
Section 406(a) of ERISA, or Section
4975 of the Code, and any
amendments thereto.
Qualification of the
Participating Trust
The investment in anyone or more
Funds forming a part of this
Collective Investment Funds Trust is
conditioned upon the Participating
Trust being a Qualified Trust that,
with the consent of the Trustee, has
executed an Investment Agreement
acceptable to the Trustee.
Simultaneous with the execution of
this Investment Agreement, the
Participating Trust (except in the
case of a governmental pension
plan) will furnish to the Trustee a
copy of its underlying trust
agreement or plan documentation
and the determination letter issued
by the Internal Revenue Service
pursuant to which its exemption
from taxation under Section 501(a)
of the Code as a qualified trust
under Section 401(a) of said Code
has been granted. The Trustee may,
in its sole discretion, accept an
opinion of counsel satisfactory to it
as to the tax-exempt status of a
Participating Trust if such
Participating Trust has filed for, but
not yet received, such a letter of
determination; provided, however,
that upon receipt of such a
determination letter, the
Participating Trust shall promptly
forward a copy to the Trustee.
Simultaneous with the execution of
this Investment Agreement, a
Participating Trust that is a
governmental pension plan will
furnish to the Trustee such evidence
that the Trustee deems sufficient to
indicate that the Participating Trust
is a Qualified Trust.
Notification of
Disqualification
Within 15 days after the receipt by
the Participating Trust Trustee of a
notice of determination from the
Internal Revenue Service that the
Participating Trust's exemption
letter will not be issued or has been
revoked, terminated or otherwise
modified so that the Participating
Trust is no longer exempt from
taxation as specified above, or after
the agreement under which the
Participating Trust is administered
has been amended or altered so as to
no longer permit investment in the
Collective Investment Funds Trust,
the Participating Trust will deliver to
the Trustee a copy of such
determination letter or amendment
and documents representing all of
the Participating Trusts interest for
withdrawal. Such withdrawal shall
be effected in accordance with the
provisions of Article V of the
Amended and Restated Plan and
Declaration of Trust.
Representations and
Warranties by the
Participating Trust Trustee
The Participating Trust Trustee
hereby represents and warrants that
the Participating Trust is
administered under a plan, an
agreement or a statute which
authorizes all or part of the assets of
the Participating Trust to be
commingled for investment
purposes with the assets of other
qualified trusts by investing such
assets in a collective investment
trust. Except in the case of a
governmental pension plan, the
Participating Trust Trustee also
hereby represents and warrants that
the terms of the plan or agreement
under which the Participating Trust
is administered incorporates by
reference the terms and provisions
of the Amended and Restated Plan
and Declaration of Trust.
Representations and
Warranties by the Trustee
The Trustee hereby represents and
warrants that it is a national banking
association and is therefore a bank
as defined in ERISA. In addition,
the Trustee hereby represents and
warrants that it is a fiduciary as
defined in ERISA to the
Participating Trust, if applicable.
The Trustee shall discharge its duties
hereunder with the care, skill,
prudence and diligence under the
circumstances then prevailing that a
prudent person acting in a like
capacity and familiar with such
matters would use in the conduct of
an enterprise of a like character and
with like aims.
Administration and
Management of the Collective
Investment Funds Trust
It is understood and agreed that the
Trustee is the Trustee of the
Collective Investment Funds Trust
and any Funds which form a part
thereof, and that the Trustee shall
administer such Funds in
accordance with the provisions of
the Amended and Restflted Plan and
Declaration of Trust. The Trustee
anticipates retaining the services of
Wellington Trust Company, NA
an investment adviser(s) or an
investment manager(s), including an
affiliate of the Trustee, to assist it in
the investment of assets of the
Funds, such investment adviser(s) or
investment manager(s) to be
compensated by either the Trustee
or the Funds for such services.
It is further understood that the
Statement of Characteristics with
respect to any Fund into which the
Trustee is directing the investment
of assets shall be attached hereto as
Exhibit B.
Disclosure of Certain
Information
Prior to or simultaneous with the
execution of this Investment
Agreement, and thereafter upon
request by the Trustee from time to
time, the Participating Trust shall
disclose such information, including
but not limited to financial
statements, which will enable the
Trustee to determine whether the
Collective Investment Funds Trust
or any Fund which forms a part
thereof has entered into a Prohibited
Investment Agreement
Transaction. If such information
reveals to the Trustee that assets,
liabilities, transactions, agreements,
obligations or undertakings on
behalf of a Participating Trust would
result, or has resulted, in the
Collective Investment Funds Trust
or any Fund being treated as having
entered into a Prohibited
Transaction, then the Participating
Trust shall either: (a) upon request of
the Trustee, immediately dispose of
any such assets or liabilities and/or
terminate such obligation,
agreement, or undertaking; or (b)
deliver to the Trustee documents
representing all of its beneficial
interest so that it may be withdrawn
in accordance with the provisions of
Article V of the Amended and
Restated Plan and Declaration of
Trust.
Admission and Withdrawal;
Prohibitions on Transfer
Admissions to and withdrawals
from anyone or more Funds shall be
effected in accordance with the
provisions of Article V of the
Amended and Restated Plan and
Declaration of Trust.
The Participating Trust directs the
Trustee to invest cash pending
investment in a Fund into the short
term investment fund set forth on
Exhibit D attached hereto (the "short
term investment fund"). The
Trustee will not charge a separate
fee with respect to the cash invested
in the short term investment fund.
U nits of beneficial interest in the
Collective Investment Funds Trust
shall not be assignable and no
Participating Trust shall assign,
transfer, pledge or otherwise
encumber any or all of its interest in
the Collective Investment Funds
Trust, other than upon withdrawal
in accordance with the provisions of
Article V of the Amended and
Restated Plan and Declaration of
Trust.
Fees
The Participating Trust will pay to
the Trustee, as full compensation for
services rendered, a fee, in
Page 2
accordance with the prOVIsIOns of
Exhibit C to this Investment
Agreement. Fees charged at the
Participating Trust level may vary.
Construction of the
Agreement and Authority to
Enter into Agreement
To the extent that state laws shall
not have been pre-empted by the
provisions of ERISA, regulations of
the Office of the Comptroller of the
Currency or any other laws of the
United States heretofore or hereafter
enacted, as the same may be
amended, the rights and obligations
of the parties hereunder shall be
enforced in accordance with the
laws of the Commonwealth of
Massachusetts. The Participating
Trust represents and warrants that
the person signing this Agreement
on its behalf is duly authorized to
enter into this Agreement and that
the Participating Trust intends to
and shall be bound by this
Agreement.
Notice
Any notice, advice or report to be given pursuant to this Investment Agreement shall be delivered or mailed:
To the Participating Trust at:
City of Clearwater Employees Pension Plan
100 South Myrtle Avenue
Clearwater, Florida 34618
To the Trustee at:
Wellington Trust Company, NA
75 State Street
Boston, Massachusetts 02109
Attention: Legal Services Department
Wellington Trust Company, NA
Wellington Trust Company, N.A.
Participation Agreement
Page 3
Signatures
Agreed to and Accepted:
Agreed to and Accepted:
By:
By:
Wellington Trust Company, N.A.
Exhibit A
Wellington Trust Company, NA
Wellington Trust Company, NA
WELLINGTON
MANAGEMENf
"
Multiple Collective Investment Funds Trust
Amended and Restated Plan and Declaration of Trust
Whereas, Wellington Trust Company, National Association (hereinafter referred to as the "Trustee" when it is acting or is to act as
Trustee hereunder), established a trust known as the ""Wellington Trust Company, National Association Multiple Collective
Investment Funds Trust" (hereinafter referred to as the "Collective Investment Funds Trust") pursuant to this Plan and Declaration of
Trust dated June 24, 1982, and most recently amended and restated as of June 15, 1999; and
Whereas, the Trustee desires to amend and restate this Plan and Declaration of Trust effective as of the 1st day of January, 2008, having the
terms and conditions hereinafter set forth.
Now, therefore, the Trustee declares that it will hold and administer in trust all money and property acceptable to it and received or
purchased by it as Trustee hereunder, together with the income and proceeds thereof, upon the following terms, conditions and trusts.
Article I
Definitions
Wherever used in this Plan and
Declaration of Trust, unless the
context clearly indicates otherwise,
the following words shall have the
following meanings:
Section 1.1
"Fund" means: one of the separate
investment funds established and
maintained in the United States
pursuant to Article II to which the
particular provisions hereof are
being applied. Notwithstanding any
other provision of this Plan and
Declaration of Trust, only Qualified
Trusts (as defined below) may
participate in any Fund established
hereunder.
Section 1.2
"Qualified Trust" means:
(a) a trust which forms part of an
employee retirement, stock bonus,
pension, profit-sharing, or other
employee benefit plan: (1) that is
exempt from taxation under Section
501(a) of the Internal Revenue Code
of 1986, as amended (the "Code"), by
reason of qualifying under Section
401(a) of the Code (or corresponding
sections of amendments thereto or
statutes enacted hereafter) and, if
such trust covers one or more self-
employed individuals within the
meaning of Section 401(c)(1) of the
Code, that satisfies the applicable
requirements of the Securities Act of
1933 or Rule 180 of the Securities and
Exchange Commission thereunder,
or any successor ruling, regulation
or similar pronouncement, regarding
participation by such plan in a
collective investment trust; and (2)
that is permitted by existing or
future rulings of the United States
Internal Revenue Service, or any
successor entity, to pool its funds in
Wellington Trust Company, NA
a group trust; and (3) that is
maintained pursuant to a plan or
trust instrument that specifically
authorizes it to participate in
collective or commingled trust funds
generally; and (4) that is maintained
pursuant to a plan or trust
instrument that specifically or in
substance and effect adopts as a part
of the plan of which such trust is a
part the declarations of trust or other
governing instruments under which
collective or commingled trust funds
in which such plan participates
generally are maintained; and (5) of
which Wellington Trust Company,
National Association is acting as
trustee, co-trustee, agent, or
managing agent;
(b) an eligible governmental plan,
trust or custodial account under
Section 457(b) of the Code: (1) that is
exempt from federal income taxation
under Section 457(g) of the Code;
and (2) that is maintained pursuant
to a plan, trust or custodial
instrument or under statutes or
regulations that specifically
authorize it to participate in
collective or commingled trust funds
generally; and (3) that is maintained
pursuant to a plan, trust or custodial
instrument or under statutes or
regulations that specifically or in
substance and effect adopt as part of
the plan of which such trust or
custodial account is a part the
declarations of trust or other
governing instruments under which
collective or commingled trust funds
in which such plan participates
generally are maintained; and (4) of
which Wellington Trust Company,
National Association is acting as
trustee, co-trustee, agent, or
managing agent;
(c) any common, collective, or
commingled trust fund, including,
but not limited to, any such fund
maintained by the Trustee: (1) that
consists solely of the assets of trusts
and plans described in Sections
1.2(a) and (b); and (2) that is exempt
from Federal income taxation under
Section 501(a) of the Code by reason
of qualifying as a "group trust"
under Revenue Ruling 81-100; and
(3) that is maintained pursuant to an
instrument that specifically
authorizes it to participate in
collective or commingled trust funds
generally; and (4) that is maintained
pursuant to an instrument that
specifically or in substance and effect
adopts as a part thereof the
declarations of trust or other
governing instruments under which
collective or commingled trust funds
in which such fund participates
generally are maintained; and (5) of
which Wellington Trust Company,
National Association is acting as
trustee, co-trustee, agent, or
managing agent; or
(d) a segregated asset account
maintained by a life insurance
company that consists solely of
assets of investors that individually
satisfy the requirements of Section
1.2(a), (b) or (c) above.
Section 1.3
"Participating Trust" means: a
Qualified Trust which, with the
consent of the Trustee, has: (a)
executed an Investment Agreement
acceptable to the Trustee; (b)
provided to the Trustee a written
representation, in such form as the
Trustee shall deem appropriate, that
it is fully aware of the nature and
purpose of the Fund and the
Collective Investment Funds Trust;
and (c) with prior approval of the
Trustee, has transferred assets to the
Collective Investment Funds Trust in
accordance wi th Article III.
Section 1.4
"Participating Trust Trustee"
means: the person or persons who
control the investments of the
Participating Trust, exclusive of the
Trustee or any person who is
affiliated with the Trustee or
Wellington Management Company,
LLP.
Article II
Establishment of Funds
Section 2.1
The Collective Investment Funds
Trust shall consist of the Funds
currently contained in Schedule A
hereto and of such additional Funds
as may be established from time to
time as provided in Section 2.2;
provided, however, that the Trustee
may elect that any or all of the Funds
described in this Section 2.1 may
commence trading subsequent to the
date hereof; and, provided further,
that the Trustee may from time to
time invest such portion of any of
the Funds as it may deem advisable
in temporary investments, mutual
funds, any other property as
provided by Section 3.2, or as part of
any other Fund or Collective Trust as
provided in Section 3.3. Each Fund
shall constitute a separate trust and
the Trustee shall separately hold,
manage, administer, value, invest,
reinvest, account for and otherwise
deal with each such Fund. The
assets and liabilities attributable to a
particular Fund shall not be allocable
to any other Fund, and no Fund shall
be responsible for the expenses or
liabilities of any other Fund. The
Trustee's determination as to
whether or not any investment is
within the class or classes of
property in which any Fund is to be
invested shall be conclusive. Any
Participating Trust may have an
interest in more than one Fund, and
~~~_.-.--_._--_._--_...---- -----,_."-------,----_._"-_.__..,----~-
Wellington Trust Company, NA
Amended and Restated Plan and Declaration of Trust
the proportion of its assets which is
invested in each Fund may be
changed from time to time.
Section 2.2
Establishment of Other Funds
At any time and from time to time,
the Trustee may establish within the
Collective Investment Funds Trust
one or more additional Funds, each
of which shall be invested or
reinvested in such classes of
property as the Trustee may specify.
Upon the addition of one or more
Funds, the Trustee shall amend
Schedule A accordingly. An
updated Schedule A will be made
available to each Participating Trust
at any time upon request.
Section 2.3
Termination of Funds
The Trustee may at any time in its
sole and absolute discretion
terminate any Fund. On that event,
the assets held in such Fund shall be
distributed to the Participating
Trusts having interests therein, or, at
the Trustee's discretion, shall be
liquidated for their benefit, in the
same manner as if such Fund were a
liquidating account as provided in
Section 5.4. The Trustee shall
provide each Participating Trust in a
terminating Fund with at least thirty
(30) days' prior written notice of
such termination, or a shorter notice
period in the event the Trustee
determines that extraordinary
circumstances exist that require
notice and termination within a
shorter period of time. Upon the
termination of any Fund, the Trustee
shall amend Schedule A accordingly.
Article III
Investment and
Administration of the
Collective Investment Funds
Trust
Section 3.1
Responsibility and Authority of the
Trustee
The Trustee shall be solely and
exclusively responsible for, and shall
have exclusive authority and
discretion for, the management and
control (including, but not limited to,
investment decisions) of the
Collective Investment Funds Trust
and of each Fund thereunder, except
as a prudent person might delegate
such responsibilities to others.
Subject to the provisions of the
preceding sentence, the Trustee may
Wellington Trust Company, NA
retain the services of such
investment or other advisers and
consultants (including affiliates of
the Trustee) as it may deem
desirable to assist it in carrying out
its responsibilities, including its
responsibilities as Trustee and I or
investment manager under this Plan
and Declaration of Trust.
Section 3.2
Powers and Duties of the Trustee
The Trustee shall have, with respect
to any property at any time held by
it as part of the Collective
Investment Funds Trust and
constituting part of any Fund, power
in its discretion:
(a) To invest and reinvest in any
property, real, personal or mixed,
wherever situated, and whether or
not productive of income, including,
without limitation, common and
preferred stocks; bonds; notes;
debentures; non-US securities; stock
options and option contracts of any
type; contracts for the immediate or
future delivery of financial
instruments and other property;
direct or indirect investments in real
property through fee ownership,
leases, loans secured by primary or
subordinated liens on real property
(including, without limitation, any
collective or part interest in any
bond and mortgage or note and
mortgage), or stock or other
securities of corporations,
partnerships or other entities
holding or investing in real property;
certificates of deposit; demand or
time deposits (including any such
demand deposit with the Trustee of
funds awaiting investment or
distribution); bills; certificates;
acceptances; repurchase agreements;
commercial paper; variable rate or
amount notes; interests in trusts
including interests in any Collective
Trust described in Section 3.3 below;
limited partnership interests;
interests in or shares of mutual funds
or other investment companies
including investment companies for
which the Trustee or an affiliate of
the Trustee may act as investment
adviser or manager (whether or not
incorporated and whether or not
registered under the Investment
Company Act of 1940, as amended);
non-US currencies; contracts for the
immediate or future delivery of non-
US currencies; insurance policies and
contracts; oil, mineral or gas
properties, royalties, interests or
rights (including equipment
pertaining thereto); gold, bullion and
coin; evidences of indebtedness or
ownership in non-US corporations
or other enterprises; derivative
contracts of any kind or nature,
including without limitation, swaps,
forwards and futures, and
indebtedness of non-US
governments, non-US agencies and
international organizations; without
being limited to classes of property
in which trustees are authorized to
invest trust funds by any law, or any
rule of court, of any State and
without regard to the proportion any
such property or interest may bear to
the entire amount of the Collective
Investment Funds Trust or of any
Fund;
(b) To retain any property at any
time received by it;
(c) To sell or exchange any property
at public or private sale for cash or
on credit; to grant options for the
purchase or exchange of any
property; or otherwise to sell,
exchange, convey, transfer or
dispose of any property;
(d) To participate in any plan of
reorganization, consolidation,
merger, combination, liquidation or
other similar plan relating to such
property and to consent to, or to
oppose, any such plan or any action
thereunder, or any contract, lease,
mortgage, purchase, sale or other
action by any person or corporation;
(e) To the extent permitted by
applicable Federal law, to deposit
any property with any protective,
reorganization or similar committee;
to delegate discretionary power
thereto and to pay and agree to pay
part of the expenses and
compensation of any such committee
and any assessments levied with
respect to any such property so
deposited;
(f) To exercise all conversion,
subscription, or other rights,
whether or not discretionary, and
including rights to vote and grant
proxies, pertaining to any property
held by it;
(g) To extend the time of payment of
any obligation;
(h) To enter into stand-by
agreements for future investment
either with or without a stand-by fee;
(i) To hold part or all of any Fund
uninvested so long as is reasonable
for the proper management of the
Fund, without liability for interest;
(j) To borrow money from any
source as may be necessary or
Page 2
advisable to protect the Collective
Investment Funds Trust in the event
of a temporary net cash overdraft or
similar event; provided, however,
that no such loan shall be made by
the Trustee individually other than a
temporary advance on a net cash
overdraft basis and that any such
borrowing shall be made only in
accordance with applicable
regula tions and rulings of the Office
of the Comptroller of the Currency
(the "OCC").
(k) To lend any securities to brokers
or dealers and to secure the same in
any manner, and during the term of
any such loan to permit the securities
so lent to be transferred in the name
of and voted by the borrower, or
others;
(I) To register or cause to be
registered any investment held by it
pursuant to this Plan and
Declaration of Trust in the name of a
nominee, with or without the
addition of words indicating that
such securities are held in a fiduciary
capacity, or in the name of a
nominee of any custodian bank
acting pursuant to paragraph (q) of
this Section 3.2 or of a depository or
clearing corporation, or other system
for the central handling of securities,
either US or non-US; to hold any
such investment in bearer form; and
to maintain the indicia of ownership
of assets outside the United States of
America in conformity with
regulations of the United States
Department of Labor;
(m) To collect and receive any and
all money and other property due to
the Collective Investment Funds
Trust or any Fund and to give full
discharge therefore;
(n) To settle, compromise or submit
to arbitration any claims, debts or
damages due to or from the
Collective Investment Funds Trust or
any Fund; to commence or defend
suits or legal proceedings whenever,
in its judgment, any interest of the
Collective Investment Funds Trust or
any Fund requires it; and to
represent the Collective Investment
Funds Trust or any Fund in all suits
or legal proceedings in any court or
before any other body or tribunal.
(0) To retain, manage, operate,
repair, develop, preserve, improve,
mortgage or lease for any period any
real property held by the Trustee or
by any entity organized by it
pursuant to paragraph (p) of this
Section 3.2 upon such terms and
conditions as the Trustee deems
Wellington Trust Company, NA
proper, either alone or by joining
with others, using other trust assets
for any such purposes as it deemed
advisable; to modify, extend, renew,
waive or otherwise adjust any or all
of the provisions of any such
mortgage or lease, including the
waiver of rentals; and to make such
provisions for the amortization of
the investment in, or the
depreciation of the value, of such
property as it may deem advisable;
(p) To organize corporations or
partnerships or trusts for the
purpose of acquiring and holding
title to any property which the
Trustee is authorized to acquire
under paragraph (a) of this Section
3.2;
(q) To employ suitable agents,
including custodians, record-
keepers, auditors, depositories and
counsel, US or non-US, and to pay
their reasonable expenses and
compensation and to charge such
expenses to the Fund; and to transfer
any assets of any Fund to any
custodian or subcustodian employed
by the Trustee;
(r) To employ such investment
managers, advisers and consultants,
US or non-US, as the Trustee, in its
sole discretion shall deem advisable,
including, but not limited to, entities
which are affiliates of the Trustee, to
perform any of the duties and
obligations of the Trustee hereunder,
including without limitation
investment management, advisory,
trading, or similar services incidental
thereto, and to charge such expenses
to the Fund;
(s) To make unsecured advances to
Participating Trusts until the next
succeeding Valuation Date (as
defined below);
(t) To purchase for its own account
any defaulted investments held by a
Fund (at the greater of market value
or the sum of cost and earned or
paid interest) if, in the Trustee's
judgment, the cost of segregating the
investment is excessive in light of the
market value of the investment; and
(u) Generally to do all acts, whether
or not expressly authorized, which
the Trustee may deem necessary or
desirable to carry out the purposes
of the foregoing powers or for the
protection of the Collective
Investment Funds Trust or any
Fund, including acts involving the
payment of fees to affiliates.
Wellington Trust Company, NA
Amended and Restated Plan and Declaration of Trust Page 3
Section 3.3
Investment in Collective Trusts
With respect to the investment of (a)
all or any portion of the assets of a
Participating Trust in a Fund, and (b)
the assets of the Fund itself, the
Trustee, as a fiduciary of each
Participating Trust which may have
an interest in the Fund, is
authorized, without limitation of the
powers granted in Section 3.2 above,
to invest all or any portion of the
assets of the Fund in interests in one
or more common or collective
investment funds or trusts
("Collective Trusts") maintained by
a bank or trust company (including
the Trustee); provided, however,
that any investment in or retention of
an interest in such Collective Trust
shall not adversely affect the
qualified or exempt status of this
Collective Investment Funds Trust
under Section 501 (a) of the Code. To
the extent that the Trustee invests
assets of a Fund in such a Collective
Trust, the instrument establishing
such Collective Trust shall form a
part of this Plan and Declaration of
Trust and of the agreement
governing each Participating Trust,
and any assets transferred to any
such Collective Trust shall be held,
invested, and administered in
accordance with such instrument,
which shall be controlling
notwithstanding any contrary
provision of this Plan and
Declaration of Trust or the
agreement governing the
Participating Trust.
Section 3.4
Dealings with Other Persons
Persons dealing with the Trustee
shall be under no obligation to see to
the proper application of any money
paid or property delivered to the
Trustee or to inquire into the
Trustee's authority as to any act or
transaction.
Article IV
Interests of
Participating Trusts
Section 4.1
Units of Participation
Each Fund shall be invested and
administered as a single investment
fund. The beneficial interests of each
Participating Trust in each Fund
shall be divided into and
represented by units of participation
(hereinafter referred to as "Units").
Each Unit of a Fund shall be of equal
value to every other Unit, and shall
represent an undivided
proportionate interest in all assets
and liabilities of such Fund and all
income, profits, and losses of such
Fund shall be allocated to all Units
equally. No certificates representing
Units shall be issued, but the Trustee
shall keep books in which shall be
recorded the number of Units and
fractions thereof standing to the
credit of each Participating Trust.
The Trustee may from time to time
divide the Units of a Fund into a
greater number of Units of lesser
value, or lesser number of Units of
greater value, provided that the
proportionate interest of each
Participating Trust in the Fund shall
not thereby be changed.
Section 4.2
Valuation of the Assets Held in the
Funds
At such intervals and as of such
dates (each of which is herein
referred to as a "Valuation Date") as
the Trustee may designate from time
to time, but not less frequently than
once during each period of three
months, the Trustee or its valuation
agent shall determine the value of
the assets held in each Fund. Each
valuation shall be made, to the
extent reasonably practicable, within
ten (10) business days after the
Valuation Date as of which it is
made. Assets shall be valued at their
market values at the close of
business on the Valuation Date, or,
in the absence of readily
ascertainable market values, at such
fair values as the Trustee or its agent
shall determine in good faith.
Securities and investments may be
valued on the basis of valuations
provided by an independent pricing
service when such prices are
believed to reflect fair market value.
Valuation of the assets held in each
Fund will be determined as follows:
(a) Securities for which market
quotations are readily available,
including securities listed on
national securities exchanges and
those traded over-the-counter,
generally shall be valued at the last
quoted sales prices on the Valuation
Date on the principal or regional
exchange on which the security is
traded. If such securities were not
traded on the Valuation Date, but
market quotations are readily
available, the securities shall be
valued at the most recently quoted
bid price provided by an
independent pricing service or by
principal market makers. Prices for
securities or investments whose
principal trading markets are not
within the United States shall be
determined from the published
records of the exchanges where such
principal trading markets are located
or from such other sources as the
Trustee shall determine to be the
best qualified available sources;
(b) Fixed-income securities generally
shall be valued at the bid price on
the Valuation Date, to estimate the
price a dealer would pay; the bid
price is not a firm quote or the price
at which the bonds would
necessarily sell. This valuation
method takes into account
appropriate factors such as
institutional-size trading in similar
groups of securities, yield, quality
ratings, coupon rate, maturity, type
of issue, trading characteristics and
other market data; and
(c) For purposes of establishing the
value of non-US investments, non-
US currencies shall be valued using
the official 4:00 PM London closing
spot rates on the Valuation Date, or
such other standard industry
practice.
In those instances where there is no
readily ascertainable market value
obtainable or where the Trustee
deems the application of the
foregoing rules to be inappropriate,
investments shall be valued on the
basis of estimated values on the
Valuation Date obtained from
recognized qualified available
sources, including bankers, brokers
or dealers, or any affiliates or
employees of the Trustee who deal
in or are familiar with the type of
investment involved or other
qualified appraisers, or by reference
to the market value of similar
investments for which an
appropriate market value is readily
ascertainable. The reasonable and
equitable decision of the Trustee
regarding the value of the assets of
each Fund and the methods
employed in determining those
values shall be conclusive.
Section 4.3
Valuation of Units
The initial value of each Unit of each
Fund shall be established by the
Trustee. Thereafter, the value of
each Unit of each Fund shall be
determined as of each Valuation
Date by dividing the net assets (total
assets minus liabilities) of the Fund,
as established pursuant to Section
Wellington Trust Company, NA
4.2, by the number of Units
outstanding on such Valuation Date.
Section 4.4
Distribution of Fund Income
Although the Trustee is under no
obliga tion to distribute Fund
Income, the Trustee may, at such
intervals and as of such dates (each
of which is herein referred to as a
"Distribution Date") as it may
designate from time to time,
distribute Fund Income of a Fund, as
the Trustee shall determine in good
faith, to each Participating Trust.
Fund Income shall mean the total of
amounts (representing dividends,
interest, rents, royalties and all such
other income that the Trustee may
determine under uniform rules
properly to be included in Fund
Income) collected or accrued with
respect to a Fund during the period
since the last Distribution Date,
reduced by all expenses of such
Fund due or accrued since the last
Distribution Date, as well as any
other charge, reserve, liability or
debited item that is an appropriate
deduction under accepted
accounting principles. The
determination of the Trustee as to
the alloca tion of such expenses
among the Funds shall be
conclusive.
The interest of each Participating
Trust in Fund Income of a Fund
which distributes Fund Income shall
be determined by dividing the total
amount of Fund Income for the Fund
by the total number of Units in such
Fund as of the business day prior to
the Distribution Date, and
multiplying the resulting per-Unit
Fund Income by the number of Units
beneficially owned by such
Participating Trust as of the business
day prior to the Distribution Date.
The interest of each Participating
Trust in the Fund Income of the
Fund shall, as of such Distribution
Date, be reinvested in new Units of
such Fund, unless otherwise directed
by the Participating Trust Trustee.
Section 4.5
Records
The Trustee or its agent shall keep
such records as it may deem
necessary or appropriate in its sole
discretion to record the assets
transferred to each Fund by each
Participating Trust and to show the
interest of each Participating Trust in
each Fund.
Amended and Restated Plan and Declaration of Trust
Article V
Admissions and Withdrawals
Section 5.1
Admission to Participation
Pursuant to notice received by the
Trustee at least ten (10) business
days, or such other period as may be
determined by the Trustee for a
particular Fund, before any
Valuation Date, and entered into the
records of the Trustee, any Qualified
Trust which has executed an
Investment Agreement acceptable to
the Trustee may become a
Participating Trust by the transfer of
all or part of its assets to the Trustee
and the acceptance thereof by the
Trustee, at its sole discretion, for one
or more of the Funds. Pursuant to
similar notice, additional assets may
be admitted to any Fund from time
to time by transfer from any
Participating Trust, in the sole
discretion of the Trustee. Assets
shall be accepted for admission to a
Fund on the basis of the Unit value
of such Fund as of the Valuation
Date, as provided in Section 4.3. No
notice of admission may be canceled
or countermanded after the
Valuation Date to which it relates.
Assets other than cash accepted by
the Trustee shall be valued at their
fair market value, as determined by
the Trustee or its agent, on the
Valuation Date. While any assets of
any Participating Trust are held in
the Collective Investment Funds
Trust, this Plan and Declaration of
Trust shall be a part of the plan or
plans of which such Participating
Trust is part.
Section 5.2
Withdrawals from Participation
Any Participating Trust may, as of
any Valuation Date, withdraw any
number of Units from a Fund
pursuant to notice received by the
Trustee at least ten (10) business
days, or such other period as may be
determined by the Trustee for a
particular Fund, prior to such
Valuation Date and entered into the
records of the Trustee. No notice of
withdrawal may be canceled or
countermanded after the Valuation
Date to which it relates. Within a
reasonable time following the
Valuation Date, the Trustee shall
distribute to the Participating Trust
making such withdrawal a sum
determined by multiplying the
number of Units withdrawn by the
value of each such Unit on the
Valuation Date, as provided in
Section 4.3. The sum shall be
distributed in cash, ratably in kind,
or in a combination of cash and
ratably in kind, or in any other
manner consistent with applicable
law in the State where the Fund is
maintained, as the Trustee in its sole
discretion shall determine. All
distributions from the Funds to the
Participating Trust Trustee of a
Participating Trust shall be deemed
to be for the exclusive benefit of
participants and their beneficiaries
under such Participating Trust. The
Trustee retains the right to require a
notice period of greater than ten (10)
business days in advance of a
request for withdrawal, or to delay
payment of proceeds with respect to
a withdrawal request, in the event
the Trustee determines that market
disruption events or other
circumstances warrant such
action(s).
Section 5.3
Distribution on Disqualification
If at any time it should be
determined that any Participating
Trust is no longer a Qualified Trust,
the Trustee shall distribute to such
Participating Trust its entire
participation in the Collective
Investment Funds Trust (other than
any interest it may have in any
Liquidating Account, as defined
below) as of the next Valuation Date
which is more than fifteen (15) days
after the date upon which the
Trustee is apprised of such
disqualifica tion.
Section 5.4
Liquidating Accounts
Any asset held by the Collective
Investment Funds Trust may be
transferred to a liquidating account
(hereinafter referred to as a
"Liquidating Account") when the
Trustee, in its sole discretion, decides
that the investment should not
continue to be part of a Fund. The
Trustee may distribute such asset in
kind or liquidate it for the benefit of
the Participating Trusts at the time of
the withdrawal of the asset. In
determining the basis upon which
admissions to and withdrawals from
a Fund shall be made pursuant to
this Article V, the value of any asset
which has been transferred to a
Liquidating Account shall be
excluded. Any investment held in a
Liquidating Account shall be
segregated, and shall be
administered or realized upon solely
for the benefit ratably of those
Page 4
Participating Trusts which were
participants in the Fund from which
such asset has been transferred at the
time of the transfer of such
investment to a Liquidating Account.
Article VI
Accounting
Section 6.1
The Trustee's Accounts
The Trustee shall keep full accounts
of all of its receipts and
disbursements. Its books and
records with respect to any Fund
shall be open to inspection at all
reasonable times during business
hours of the Trustee by the
authorized representative of any
person to whom a regular periodic
accounting of any Participating Trust
having an interest in such Fund
would ordinarily be rendered.
Section 6.2
Judicial Accounting
Except to the extent otherwise
provided by applicable laws of the
United States, only the Trustee and
any person entitled to a regular
periodic accounting under the
provisions of any Participating Trust
may require the judicial settlement
of the Trustee's account, or bring any
other action against the Trustee with
respect to the Collective Investment
Funds Trust or its action as Trustee.
In any such action or proceeding, it
shall be necessary to join as parties
only the Trustee and such persons,
and any judgment or decree which
may be entered therein shall be
conclusive.
Section 6.3
Audits and Reports of Funds
At least once during each period of
twelve (12) months, the Trustee shall
cause a suitable audit to be made of
each Fund by public auditors
responsible only to the Board of
Directors of the Trustee, and the
reasonable expenses of such audit
may be charged to such Fund. After
the close of each fiscal year of each
Fund, and also after the termination
of a Fund, the Trustee shall render a
written report, and make such report
available, without charge, to each
person entitled to regular periodic
accountings under the provisions of
any Participating Trust having an
interest in such Fund, based upon
such audit, and shall furnish a copy
of the report upon request to any
other person for a reasonable charge.
Wellington Trust Company, NA
Wellington Trust Company, NA
Amended and Restated Plan and Declaration of Trust
The Fund or the Trustee shall pay
the printing and distribution charges
for reports delivered to Qualified
Trusts. Such report shall: (1) list the
investments held in the Fund; (2) list
the cost and current market value of
each such investment; (3) summarize
all purchases (with costs) and sales
(with profit or loss); (4) state income
and disbursements, and any other
investment changes in the Fund for
the period since the previous report;
(5) contain an appropriate notation
as to any investments in default in
the Fund; and (6) list fees and
expenses in a manner consistent with
Generally Accepted Accounting
Principles in the United States
("GAAP").
Article VII
Taxes, Expenses and
Compensation
Section 7.1
Taxes
The Trustee shall deduct from and
charge against the Collective
Investment Funds Trust or any
appropriate Fund: (a) any taxes or
other charges paid by it which may
be imposed upon the Collective
Investment. Funds Trust or any
Fund; or (b) any income thereof of
which the Trustee may be required
to pay with respect to the interest of
any person therein, by any present
or future laws of any jurisdiction or
taxing authority.
Section 7.2
Expenses and the Trustee's
Compensation
The Trustee may pay from the
Collective Investment Funds Trust or
any appropriate Fund all reasonable
expenses of administration of the
Collective Investment Funds Trust
and any Fund, including counsel
fees and expenses of litigation,
which would have been chargeable
to the Participating Trusts if incurred
in their separate administration. The
Trustee may charge against any
Fund from time to time reasonable
compensation for its services as
Trustee; provided, however, that the
compensation is permitted under
applicable law and the amount of the
compensation does not exceed an
amount commensurate with the
value of legitimate services of
tangible benefit to the Participating
Trusts that would have been
Wellington Trust Company, NA
provided to them were they not
invested in a Fund. The Trustee
shall absorb the expenses of
establishing or reorganizing a Fund.
Section 7.3
Allocation
The Trustee shall allocate among the
Funds the deductions, charges and
expenses described in this Article VII
in such manner as it shall deem
equitable, and such allocation shall
be conclusive and binding.
Article VIII
Miscellaneous
Section 8.1
Amendment
This Plan and Declaration of Trust,
other than Section 8.4, may be
amended by the Trustee at any time
or from time to time and in any
respect; provided, however, that any
such amendment shall be approved
by a resolution of the Board of
Directors of the Trustee. Notice of
such amendment shall be sent to
each person entitled to regular
periodic accountings under the
provisions of any Participating
Trust. No notice of any amendment
will be filed with the ace.
Section 8.2
Resignation of the Trustee;
Successor Trustee
The Trustee under this Plan and
Declaration of Trust may resign at
any time by giving written notice to
each Participating Trust. The
resigning Trustee shall appoint, by
written instrument, a successor
trustee. Any corporation into which
the Trustee may merge, or with
which it may be consolidated, or to
which substantially all of its assets
may be transferred, shall be a
successor trustee hereunder. Any
successor trustee shall have all of the
powers and duties herein conferred
upon the Trustee without execution
or filing of any additional instrument
or the performance of any additional
act.
Section 8.3
Duty of the Trustee
The Trustee shall discharge its duties
hereunder with the care, skill,
prudence and diligence under the
circumstances then prevailing that a
prudent person acting in a like
capacity and familiar with such
matters would use in the conduct of
an enterprise of a like character and
with like aims.
Section 8.4
Fund for Exclusive Benefit of
Participating Trusts; Non-
transferability
Notwithstanding anything to the
contrary contained in this Plan and
Declaration of Trust or in any
amendment hereto, no part of the
Collective Investment Funds Trust
which equitably belongs to a
Participating Trust, other than that
portion required for fees, taxes,
expenses and Trustee compensation,
shall be used or diverted for any
purpose other than the exclusive
benefit of the employees or their
beneficiaries who are entitled to
benefits under such Participating
Trust. No Participating Trust may
assign or transfer all or any portion
of its interest in the Collective
Investment Funds Trust or in any
Fund.
Section 8.5
Reliance on Communications
The T rus tee shall be fully protected
in acting upon any instrument,
certificate or paper believed by it to
be genuine and to be signed or
presented by the proper person or
persons, and the Trustee shall be
under no duty to make any
investigation or inquiry as to a
statement contained in any such
writing, but may accept the same as
conclusive evidence of the truth and
accuracy of the statements therein
contained.
Section 8.6
Termination
The Collective Investment Funds
Trust created hereby may be
terminated at any time by the
Trustee for any reason the Trustee, in
its sole discretion, deems
appropriate. Not less than thirty (30)
days' prior written notice of such
termination shall be sent to all
persons entitled to regular periodic
accountings under the provisions of
any Participating Trust. After such
termination, all distributions from
each Fund shall be as if it were a
Liquidating Account.
Page 5
Section 8.7
Governing Law
Except as otherwise provided by the
Employee Retirement Income
Security Act of 1974, as amended, if
applicable, this Plan and Declaration
of Trust shall be construed and
regulated by the laws of the
Commonwealth of Massachusetts.
In the event of conflict between the
provisions of this Plan and
Declaration of Trust and the
Regulations of the acc dealing with
collective investment funds, the
latter shall prevail. The Collective
Investment Funds Trust is organized
in the United States and will be
maintained at all times as a domestic
trust in the United States.
Section 8.8
Good Faith Mistakes
Notwithstanding any other
provision herein, a mistake made by
the Trustee in good faith and in the
exercise of due care in connection
with the administration of the
Collective Investment Funds Trust or
of a Fund will not be deemed to be a
violation of this Plan and
Declaration of Trust or of applicable
law, so long as the Trustee, promptly
after discovery of the mistake, takes
whatever action is practical to
remedy the mistake.
Section 8.9
Availability of Copies of this Plan
and Declaration of Trust
A copy of this Plan and Declaration
of Trust shall be kept on file at the
principal office of the Trustee,
available for inspection during
regular business hours of the
Trustee. A copy of this Plan and
Declaration of Trust shall be sent
upon request to each person entitled
to regular periodic accountings
under the provisions of any
Participating Trust, and will be
furnished to any other person upon
request, for a reasonable charge.
Section 8.10
Titles and Headings
The titles and headings in this Plan
and Declaration of Trust are for
convenience and reference only and
shall not limit or affect in any
manner any provision contained
herein.
Wellington Trust Company, NA
Amended and Restated Plan and Declaration of Trust
Page 6
In Witness Whereof, Wellington Trust Company, National Association has caused its name to be hereunto signed by its proper
officer thereunto duly authorized, and its corporate seal to be hereunto affixed, effective as of the 1st day of January, 2008.
Wellington Trust Company, National Association
By: /s/ Jonathon M Payson
Jonathan M. Payson, President
Attest: /s/ Andrew M Hone
Andrew M. Hone, Secretary
WTCCIFPDT.doc
Wellington Trust Company, NA
Multiple Collective Investment Funds Trust
Schedule A
October 1, 2007
Amended and Restated Plan and Declaration of Trust
NAME OF FUND
INVESTMENT OBJECTIVE
Active Asset Allocation Portfolio
All Cap Opportunities Portfolio
Biotechnology Portfolio
Capital Appreciation Equity
Portfolio
China Opportunities Portfolio
Core/Value Portfolio
Currency Portfolio
Diversified Growth Portfolio
Diversified Inflation Hedges
Portfolio
Emerging Companies Portfolio
Emerging Local Currency
Portfolio
Emerging Markets Portfolio
Emerging Markets Debt Portfolio
To provide long-term total return in excess of that provided by a benchmark composed of 50%
S&P 500 and 50% Lehman Brothers Aggregate Bond. The Portfolio will be used only as part of a
broader asset allocation mandate.
To maximize total return. Although the approach is not benchmark-relative, the Russell 3000
Index will be used as a reference benchmark.
To achieve long-term capital appreciation through investment in the biotechnology sector.
Although the Portfolio is not managed against any specific benchmark, the Nasdaq Biotech Index
and the AMEX Biotech Index will serve as reference benchmarks.
To achieve the highest possible total return, and returns in excess of the S&P 500 Index.
To achieve long-term total return through investments in China and China-related companies. As
the Portfolio is not benchmark-oriented, the Portfolio will not necessarily resemble any publicly
available index. However, the Hang Seng Mainland Composite ex China Mobile Index is the
closest fit in terms of both portfolio and performance characteristics, and is the Portfolio's primary
benchmark. A secondary benchmark is the MSCI Golden Dragon Index.
To provide total return in excess of the large cap value indices (S&P Barra Value and Russell 1000
Value), and should outperform the S&P 500 Index over longer time periods.
To provide long-term total return from dynamic investments in foreign currencies. The
performance of the Portfolio will be measured relative to cash, as represented by the Merrill
Lynch 3-Month US LIBOR Index.
To provide long-term total return in excess of the Russell 1000 Growth Index.
To provide returns consistent with the US CPI + 5% over the long-term. The Portfolio will invest
in liquid asset categories that offer strong relative performance in a rising-inflation environment.
To provide long-term total return in excess of the Russell 2000 Index through investment in small
and emerging companies.
To generate returns significantly in excess of cash, represented by the Merrill Lynch 3-Month
Constant Maturity USD LIBOR Index, through investment in a diversified portfolio of emerging
markets local debt instruments and currencies.
To achieve long-term total return in excess of the MSCI Emerging Markets Free Index.
To generate excess returns over the J. P. Morgan Emerging Markets Bond Index Plus denominated
in the base currency through investment in a diversified portfolio of emerging markets debt
obligations.
Wellington Trust Company, NA
Page 1
Amended and Restated Plan and Declaration of Trust
Multiple Collective Investment Funds Trust
Schedule A
October 1, 2007
NAME OF FUND
Energy Portfolio
Europe Concentrated Portfolio
Extended US Quatitative Equity
Portfolio
Focused Equity Portfolio
Global Bond Portfolio
Global Contrarian Equity
Portfolio
Global Diversified Growth
Portfolio
Global Equities Portfolio
Global Growth Portfolio
Global Health Care Portfolio
Global Industrials Portfolio
Global Infrastructure Portfolio
Global Perspectives Portfolio
Global Research Equity Portfolio
INVESTMENT OBJECTIVE
To achieve long-term total return through investment in the energy sector. Although the Portfolio
is not managed against any specific benchmark, the Russell 3000 Energy (Equal-Weighted) Index
and the Russell 3000 Energy (Cap-Weighted) Index will serve as reference benchmarks.
To achieve long-term total return in excess of the MSCI Europe Index.
To provide long-term total return in excess of the S&P 500 Index.
To provide long-term total return in excess of the S&P 500 Index.
To generate excess returns over the Citigroup World Government Bond Index denominated in the
base currency.
To generate returns which, over the long term, exceed those of the S&P 500 index and the MSCI
World Index, by investing in overlooked and misunderstood companies.
To provide long-term total return in excess of the MSCI World Growth Index over full market
cycles.
To provide long-term total return (i.e., over five-year periods) in excess of 2% above the global
equity markets as defined by either MSCI All Country World Index.
To provide high long-term return in excess of the MSCI World Growth Index. The Portfolio
should outperform the MSCI World Index over longer time periods.
To provide long-term total return through investment in the healthcare sector. Although the
Portfolio is not managed against any specific benchmark, the S&P GSSI Healthcare Index will
serve as a reference benchmark.
To provide long-term total return in excess of the Custom Global Industrials Index. The Index is
a capitalization weighted combination of MSCI Industrials ex Commercial Services, MSCI
Materials, and MSCI Automobiles & Components.
To provide long-term total return in excess of the Custom Global Infrastructure Index. The Index
is primarily composed of utility, telecommunication, and industrial companies within the MSCI
AC World Index.
To provide long-term total return in excess of the MSCI AC World Index over full market cycles.
To achieve long-term total return in excess of the MSCI World Index.
---_._~-------_. -...-.------ .--------..-------- .--------.....------,."-----------'"'..
To provide long-term total return in excess of the MSCI All Country World Retail Index.
Global Retail Themes Portfolio
Wellington Trust Company, NA
Page 2
Amended and Restated Plan and Declaration of Trust
Multiple Collective Investment Funds Trust
Schedule A
October 1, 2007
NAME OF FUND
Global Strategic Equity Portfolio
Global Utilities Portfolio
Global Value Portfolio
Growth Portfolio
Growth Intersection Portfolio
Hedged International Bond
Portfolio
High Yield Research Portfolio
International Growth Portfolio
International Mid Cap Growth
Portfolio
International Quantitative
Equity Portfolio
International Research Equity
Portfolio
International Small Cap
Quantitative Equity Portfolio
International Value Portfolio
Japan5elect Equity Portfolio
INVESTMENT OBJECTIVE
To maximize capital appreciation and generate long-term total returns in excess of the MSCI All
Country World Index, by employing a long-term-oriented investment strategy on a global
universe of securities.
To provide long-term total returns in excess of the MSCI World Utilities Index by investing in
equity securities of companies in the utilities sector worldwide.
The objective of Global Value is to provide long-term total return in excess of the MSCI World
Index over full market cycles.
To provide long-term total return in excess of the Russell 1000 Growth Index.
To provide long-term total returns consistently in excess of the Russell 1000 Growth Index.
To provide long-term total return in excess of the Citigroup Non-US World Government Bond
Index (USD-hedged).
To provide long-term total return in excess of the Lehman Brothers High Yield Bond Index, 2%
Capped.
To achieve high long-term return in excess of the MSCI EAFE Growth Index. The Portfolio
should outperform the MSCI EAFE Index over longer time periods.
To provide long-term total returns in excess of FTSE All-World Developed ex US Mid Cap
Index.
To provide long-term total return in excess of the MSCI EAFE Index.
To achieve long-term total return in excess of MSCI EAFE Index.
To provide consistent long-term total returns in excess of the S&P Citigroup EMI ex US Index
while managing tracking risk relative to the benchmark.
To provide long-term total return in excess of the MSCI EAFE Index over full market cycles.
To maximize total return. Although the approach is not benchmark-relative, the MSCI Japan
Index will be used as a reference benchmark. A secondary benchmark is the TOPIX Index.
Wellington Trust Company, NA
Page 3
Amended and Restated Plan and Declaration of Trust
Multiple Collective Investment Funds Trust
Schedule A
October 1, 2007
NAME OF FUND
Japanese Special Situations
Equity Portfolio
Latin America Equity Portfolio
Leveraged Company
Opportunities Portfolio
Micro Cap Equity Portfolio
Mid Cap Growth Portfolio
Mid Cap Growth
Horizons Portfolio
Mid Cap Intersection Portfolio
Mid Cap Value Portfolio
Opportunistic Core Portfolio
Opportunistic Equity Portfolio
Opportunistic Investment
Portfolio
Opportunistic Growth Portfolio
Opportunistic Value Portfolio
Quality Growth Portfolio
Real Estate Securities Portfolio
Research Equity Portfolio
Research Growth Portfolio
Research Value Portfolio
INVESTMENT OBJECTIVE
To achieve long-term total return in excess of the broad Japanese market through investment in
special value opportunities in the Japanese market. As the Portfolio is not benchmark-oriented,
the Portfolio will not necessarily resemble any publicly available index. However, the
Russell/Nomura Small Cap Value Index is the closest fit in terms of both portfolio and
performance characteristics, and is the Portfolio's primary benchmark. A secondary benchmark is
the MSCI Japan Index.
To achieve long-term total return in excess of the MSCI EMF Latin America Index.
A non-benchmark oriented approach which seeks to maximize long-term total returns.
Overtime, returns should exceed those of the broad US equity market, as represented by the
Russell 3000 Index.
To provide superior long-term total return primarily by investing in stocks of the smallest
capitalization US companies. The Portfolio's benchmark is the Russell Micro Cap Index.
To provide long-term total return in excess of the Russell Mid Cap Growth Index.
To outperform the Russell Mid Cap Growth Index by investing in mid-cap companies with
significant long-term growth potential.
To provide long-term total return in excess of the S&P MidCap 400 Index.
To provide long-term total return in excess of the Russell 2500 Value Index.
To provide long-term total return in excess of the Russell 1000 Index.
To provide long-term total return in excess of that of the S&P 500 Index.
To outperform a benchmark consisting of 65% S&P 500 Index/35% LB Aggregate Index.
To provide long-term total return in excess of the Russell 1000 Growth Index.
To provide long-term total return in excess of the Russell 1000 Value Index.
To provide long-term total return in excess of the Russell 1000 Growth Index.
To provide long-term total return in excess of the Wilshire Real Estate Securities Index.
To achieve long-term total return in excess of the S&P 500 Index.
To achieve long-term total return in excess of the Russell 1000 Growth Index.
To achieve long-term total return in excess of the Russell 1000 Value Index.
Wellington Trust Company, NA
Page 4
Amended and Restated Plan and Declaration of Trust
Multiple Collective Investment Funds Trust
Schedule A
October 1, 2007
NAME OF FUND
---,----_.,._----------_.,~-_._-~----_._~~._----'---.---,----_._".---~--~---'--
INVESTMENT OBJECTIVE
Select Intrinsic Value Portfolio
Select Mid Cap Value Portfolio
Small Cap 2000 Portfolio
Small Cap Growth Portfolio
Small Cap Quantitative Equity
Portfolio
Small Cap Value Portfolio
Special Equity Portfolio
Strategic Growth Portfolio
Target 2010 Portfolio (Series Z)
To achieve long-term total returns in excess of the broad market as represented by the Russell
3000 Index.
To provide long-term total return in excess of the Russell 2500 Value Index.
To provide returns consistently above those of the Russell 2000 Index.
To provide superior total return relative to the Russell 2000 Growth Index.
To provide consistent long-term total returns in excess of the Russell 2000 Index while
managing tracking risk relative to the benchmark.
To provide long-term total return in excess of the Russell 2000 Value Index.
To achieve returns in excess of the broad market as represented by the Russell 3000 Index.
To provide long-term total returns in excess of the S&P 500 Index.
To provide long-term total return in cecess of a Composite Index, the weighted blend of the
benchmarks of the component asset classes of the Portfolio.
Target 2020 Portfolio (Series Z) To provide long-term total return in cecess of a Composite Index, the weighted blend of the
benchmarks of the component asset classes of the Portfolio.
Target 2030 Portfolio (Series Z) To provide long-term total return in cecess of a Composite Index, the weighted blend of the
benchmarks of the component asset classes of the Portfolio.
Target 2040 Portfolio (Series Z) To provide long-term total return in cecess of a Composite Index, the weighted blend of the
benchmarks of the component asset classes of the Portfolio.
Target 2050 Portfolio (Series Z) To provide long-term total return in cecess of a Composite Index, the weighted blend of the
benchmarks of the component asset classes of the Portfolio.
Technical Equity Portfolio To provide long-term total return in excess of the S&P SOO Index.
TIPS Portfolio To provide inflation protection and long-term total return in excess of the Lehman Brothers
US 1-10 Year TIPS Index.
Treasury Maturity 2008 Portfolio To obtain a predictable rate of return over the specified time period with minimal risk of principal
loss, through investment in and active management of zero-coupon US Treasury securities
maturing on the selected target date.
US Market Neutral Portfolio
Value Portfolio
To provide long-term total return in excess of the Merrill Lynch 3-Month US Treasury Bill Index.
To provide total returns in excess of the large cap value indices (S&P Barra Value and Russell
1000 Value). The Portfolio should also outperform the S&P 500 Index over longer time periods.
Wellington Trust Company, NA
Page 5
Investment Objective
Investment Policies
Exhibit B
Wellington Trust Company, NA
Collective Investment Fund
Emerging Markets Portfolio
Statement of Characteristics
The objective of the Emerging Markets Portfolio (the "Portfolio") is to achieve
long-term total return in excess of the MSCI Emerging Markets Index.
The Portfolio will adhere to the following investment policies:
1
Asset Mix - The Portfolio generally will be fully invested in equity and equity-
related securities issued by companies located in developing countries. The
Portfolio may invest a portion of its assets in equity securities of issuers that,
while not domiciled in developing countries, have or will have substantial
assets in developing countries or derive or expect to derive a substantial portion
of their total revenues from either goods and services produced in, or sales
made in, developing countries. The normal cash level will be 5% of assets or
less, but may occasionally exceed this number during periods of extreme market
volatility.
2
Eligible Investments - The Portfolio will invest in locally-listed common stocks
and securities traded in over-the-counter markets, ADRs, EDRs, GDRs, ADSs
and similar depository securities, and country funds.
The Portfolio may hold private placements and other restricted securities the
liquidity of which is deemed appropriate by the portfolio manager, and may
invest in commingled pool vehicles offered by Wellington Trust Company, NA,
the investment objectives of which are consistent with those of the Portfolio.
Although not expected to be a principal investment tool, the Portfolio may make
use of derivative securities (including futures contracts, options on futures
contracts, and over-the-counter derivatives) for the purposes of reducing risk
and/ or obtaining efficient investment exposure.
3
Style - The investment style involves bottom-up stock selection with top-down
country and sector allocations. The Portfolio will be well diversified across
markets, sectors and companies. Total return, rather than income generation,
will be emphasized.
4
Diversification - The Portfolio generally will be well diversified, investing in a
minimum of five countries. Typically, no one country will represent more than
Wellington Trust Collective Investment Fund
Page 1
Portfolio Characteristics
Wellington Trust Company, NA
Collective Investment Fund
Emerging Markets Portfolio
Statement of Characteristics
Page 2
35% of Portfolio holdings. The Portfolio typically will hold in excess of 100
companies.
1
Variability of Return - Tracking risk relative to index returns is expected to be
moderate to high, typically between approximately 5% and 10% over longer
time periods, but may fall outside of this range over shorter time periods.
Active country, sector, stock and currency selection will contribute to return
variability over time.
2
Marketability - While the Portfolio will be invested primarily in the more liquid
securities in the emerging markets universe, securities listed in emerging
markets may from time-ta-time, because of their developing nature, experience
periods of lessened liquidity. In general, no more than 20% of assets will be
held in illiquid securities.
3
Yield - Dividend yield is not an objective of the Portfolio. The Portfolio's yield
will be a fallout of security selection.
4
Turnover - Turnover is expected to be moderate to high. Turnover may increase
during periods of extreme market volatility.
5
Currency - The base currency of the Portfolio is US dollars. The non-dollar
currency exposure of the Portfolio normally will be unhedged. At times,
currency hedging of an equity position may be employed to protect or enhance
investments.
6
Significant Risk Factors - The Portfolio faces a number of investment risks
greater than those normally associated with investment in non-US securities.
. Investment and repatriation restrictions. A number of emerging markets
restrict, to varying degrees, foreign investment in securities. Restrictions may
include maximum amounts foreigners can hold of certain securities, and
registration requirements for investment and repatriation of capital and
Wellington Trust Collective Investment Fund
Page 2
Wellington Trust Company, NA
Collective Investment Fund
Emerging Markets Portfolio
Statement of Characteristics
Page 3
income. New or additional restrictions may be imposed subsequent to the
Portfolio's investment in a given market.
. Currency fluctuations can be severe in developing countries that have both
floating or "fixed" exchange rate regimes. The latter can undergo sharp one-
time devaluations.
. Potential market volatility. Many emerging markets are relatively small, have
low trading volumes, suffer periods of illiquidity and are characterized by
significant price volatility. Regulation and oversight of trading activity may
not be up to US standards.
. Political instability and government interference in the private sector. This
varies country by country, and may evolve to the detriment of Portfolio
holdings. In particular, some developing countries have no legal tradition of
protecting shareholder rights.
. Financial disclosure and accounting standards. Potential investments may be
difficult to evaluate given lack of information and accounting, auditing and
financial reporting standards that differ from country to country, and from
that of the US.
. Taxation. Taxation of dividends and capital gains varies among countries
and, in some cases, is comparatively high. In addition, developing countries
typically have less-well-defined tax laws and procedures and such laws may
permit retroactive taxation, so that the Portfolio could in the future become
subject to local tax liability that had not been reasonably anticipated when an
investment was made.
Use of Futures and
Options on Futures
Wellington Trust Company, NA has claimed an exclusion from the definition of
the term "commodity pool operator" under the Commodity Exchange Act and,
therefore, is not subject to registration or regulation as a pool operator under
said Act.
Wellington Trust Collective Investment Fund
Page 3
Advisory Fee
Operating Expenses
Transaction Charge
Exhibit C
Wellington Trust Company, NA
Emerging Markets Portfolio
Collective Investment Fund Fee Schedule
The total annual fees and expenses of the Emerging Markets Portfolio (the
"Portfolio") include both an investment advisory fee (the II Advisory Fee") and
routine operating expenses (e.g., custody, accounting, audit, and transfer agency
services) (the "Operating Expenses").
The Advisory Fee will be determined each quarter by applying one-fourth of the
annual rate shown in the table below to the client's average month-end net
assets, and will be billed to the client quarterly in arrears.
Average
Month-End Portfolio Net Assets
First $25 million
Next $25 million
Over $50 million
Advisory Fee
(Annual Rate)
1.00%
0.90%
0.80%
Minimum Advisory Fee $50,000
The Operating Expenses of the Portfolio are accrued daily, reflected in the
Portfolio's Net Asset Value ("NA V") calculation, and paid as required.
Currently, the Operating Expenses are capped at 0.05% per annum of the net
assets of the Portfolio. Operating Expenses above the capped amount will be
borne by the Trustee.
The Trustee may adjust the cap after providing the Participating Trust notice of
the change.
Additionally, a transaction charge of 0.60% will be assessed on the value of all
purchases and redemptions and paid to the Portfolio, with the following
exceptions:
. income distributions from the Portfolio to clients;
. units purchased through reinvestment of income distributions;
. unit liquidations for the purpose of settling quarterly management fees.
Wellington Trust Company, NA reserves the right, in its sole discretion, and
upon prior written notice to the client, to change the amount of the transaction
charge.
Wellington Trust Company, NA
Investments in Other
Commingled Vehicles
Wellington Trust Company, NA
Emerging Markets Portfolio
Collective Investment Fund Fee Schedule
The Portfolio may invest in commingled pool vehicles offered by the Trustee, as
deemed by the portfolio manager to be consistent with the investment
discipline, provided that there is no duplication of investment management fees
due to such investments. Such investments may accrue operating expenses
internal to the NA Vs of the pool vehicles, and those expense accruals are
separate from and in addition to the Operating Expense cap of the Portfolio.
October 1, 2007
Wellington Trust Company, NA
Page 2
Exhibit D
Wellington Trust Company, NA
Short Term Cash Investments
The Participating Trust directs the Trustee to invest cash pending investment in
any Fund in the SSgA Prime Money Market Fund (the "Money Market Fund").
The Participating Trust acknowledges receipt of a copy of the prospectus for the
Money Market Fund. Fees associated with the Money Market Fund are
described in its prospectus. The Trustee will not charge a separate fee with
respect to the cash invested in the Money Market Fund.
Wellington Trust Company, NA
SSgA FUNDS
State Street Financial Center
One Lincoln Street
Boston, Massachusetts 02111-2900
1-800-997-7327
www.ssgafunds.com
SSgA PRIME MONEY MARKET FUND
As with aU mutual funds, the Securities and Exchange Commission (the "SEC") has neither determined that the
information in this Prospectus is accurate and complete, nor approved or disapproved of these securities. Any
representation to the contrary is a criminal offense.
The Prime Money Market Fund seeks to maximize current income, to the extent consistent with the preservation of capital and
liquidity and the maintenance ofa stable $1.00 per share net asset value, by investing in dollar denominated securities.
PROSPECTUS DATED DECEMBER 18, 2006
TABLE OF CONTENTS
Page
INVESTMENT STRATEGIES AND PRINCIPAL RISKS .................................... 3
INVESTMENT OBJECTIVE ............................................................. 3
PRINCIPAL INVESTMENT STRATEGIES .................................................... 3
PRINCIPAL RISKS .................................................................. 3
RISK AND RETURN ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
PORTFOLIO HOLDINGS .............................................................. 5
FEES AND EXPENSES OF THE FUND. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
MANAGEMENT OF THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ADDITIONAL INFORMATION ABOUT THE FUND'S INVESTMENT POLICIES AND RISKS. . . . . . . 7
SHAREHOLDER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
PURCHASE OF FUND SHARES ......................................................... 9
REDEMPTION OF FUND SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
EXCHANGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
DISTRIBUTION SERVICES AND SHAREHOLDER SERVICING ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . .. . . . . 11
PRICING OF FUND SHARES ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
DIVIDENDS AND DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . 12
TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
FINANCIAL HIGHLIGHTS ........................................................... 14
ADDITIONAL INFORMATION ABOUT THE SSg A FUNDS....... ......................... .Back Cover
2
INVESTMENT STRATEGIES
AND PRINCIPAL RISKS
Through this Prospectus, the SSgA Funds (also referred to
throughout this Prospectus as "the Funds") offers shares in
the SSgA Prime Money Market Fund (the "Fund").
The SSgA Funds are an open-end investment management
company diversified under the Investment Company Act of
1940, as amended (the "1940 Act"). The investment objec-
tive of the Fund may be changed only with the approval of a
majority of the Fund's shareholders as defined in the 1940
Act. SSgA Funds Management, Inc. (the "Advisor"), serves
as the Funds' investment advisor.
INVESTMENT OBJECTIVE
The Prime Money Market Fund seeks to maximize current
income, to the extent consistent with the preservation of capital
and liquidity and the maintenance of a stable $1.00 per share net
asset value, by investing in dollar denominated securities.
PRINCIPAL INVESTMENT STRATEGIES
The Fund attempts to meet its investment objective by investing
in high quality money market instruments. Such instruments
include: (1) US Treasury bills, notes and bonds; (2) obligations
issued or guaranteed as to interest and principal by the
US Government, its agencies, or instrumentalities and other
such obligations that are neither insured nor guaranteed by the
US Treasury, such as the Federal Home Loan Mortgage
Corporation, the Federal National Mortgage Association and
the Federal Home Loan Bank; (3) instruments of US and
foreign banks, including certificates of deposit, banker's
acceptances and time deposits; these instruments may include
Eurodollar Certificates of Deposit ("ECDs"), Eurodollar Time
Deposits ("ETDs") and Yankee Certificates of Deposit
("YCDs"); (4) commercial paper of US and foreign compa-
nies; (5) asset-backed securities; (6) corporate obligations of
US and foreign companies; (7) variable and floating rate notes;
and (8) repurchase agreements.
Fund managers base their decisions on the relative attractive-
ness of different money market investments which can vary
depending on the general level of interest rates as well as
supply/demand imbalances in the market.
The Prime Money Market Fund considers the following
instruments or investment strategies to be principal to the
achievement of its investment objective. Please see
"Additional Information about the Funds' Investment
Policies and Risks" in this Prospectus: Money market secu-
rities; eligible securities; portfolio maturity; variable and
floating rate securities; asset-backed securities; commercial
paper and other short-term obligations; Section 4(2) com-
mercial paper; US government securities; repurchase agree-
ments; and Eurodollar certificates of deposit, Eurodollar
time deposits, and Yankee certificates of deposit.
The Prime Money Market Fund is subject to the following risks,
as described under "Principal Risks:" Asset-backed securities,
credit/default, dollar-denominated instruments of foreign banks
and corporations, government securities, income, interest rate,
liquidity, market, money market, and sector.
PRINCIPAL RISKS
The following is an alphabetized description of the principal
risks associated with an investment in the Fund. For addi-
tional information concerning the instruments and invest-
ment techniques identified in these descriptions, see
"Additional Information about the Fund's Investment
Policies and Risks."
Asset-Backed Securities Risk. Asset-backed securities are
obligations whose principal and interest payments are sup-
ported or collateralized by pools of other assets, such as
automobile loans, credit card receivables and leases.
Defaults on the underlying assets may impair the value of an
asset-backed security. Furthermore, there may be legal and
practical limitations on the enforceability of any security
interest granted with respect to those underlying assets.
Asset-backed securities are also subject to prepayment risk.
Credit/Default Risk. Credit/default risk is the risk that an
issuer or guarantor of a fixed-income security held by a Fund
may default on its obligation to pay interest and repay prin-
cipal. There is also a risk that one or more of the securities
will be downgraded in credit rating generally, lower rated
issuers have higher credit risks. Credit/default risk includes
the risk that an issuer or guarantor of a security, or a bank or
other financial institution that has entered into a repurchase
agreement, may default on its payment obligations. Credit
risk, which has the potential to hurt the Fund's performance,
is generally inversely related to credit quality.
Dollar-Denominated Instruments Risk. Dollar-denominated
instruments are an alternative to directly investing in foreign
securities. While such instruments may be measured in US dol-
lars, this does not eliminate the risk inherent in investing in the
securities of foreign issuers. Dollar-denominated instruments
issued by entities located in foreign countries could lose value
as a result of political, financial and economic events in foreign
countries. Issuers of these instruments are not necessarily sub-
ject to the same regulatory requirements that apply to US banks
and corporations, although the information available for dollar-
denominated instruments may be subject to the accounting,
auditing and financial reporting standards of the US domestic
market or exchange on which they are traded, which standards
may be more uniform and more exacting than those to which
many foreign issuers are subject. Furthermore, by investing in
dollar-denominated instruments rather than directly in a for-
eign issuer's stock, the Fund can avoid currency risks during
the settlement period for either purchases or sales.
Government Securities Risk. Unlike securities issued by
the US Treasury, securities issued by US government agen-
cies and instrumentalities such as Fannie Mae, Freddie Mac
and Federal Home Loan Bank are neither insured nor guaran-
teed by the US Treasury and are subject to the risk that the US
3
government will not provide financial support to such agen-
cies or instrumentalities if it is not obligated to do so by law.
Investments in US government securities may return less than
investments in non-government fixed income securities.
Income Risk. Income risk is the risk that falling interest
rates will cause a Fund's income over time to decline.
Interest Rate Risk. During periods of rising interest rates, a
Fund's yield (and the market value of its securities) will tend
to be lower than prevailing market rates; in periods of falling
interest rates, a Fund's yield (and the value of its securities)
will tend to be higher than prevailing market rates. The
longer the duration of the security, the more sensitive the
security is to this risk. A 1 % increase in interest rates would
reduce the value of a $100 note by approximately one dollar
if it had a one-year duration, but would reduce its value by
approximately fifteen dollars if it had a 15-year duration.
Liquidity Risk. Liquidity risk arises from the difficulty of
selling an asset in the ordinary course of business at
approximately the prices at which they are valued.
Difficulty in selling securities may result in a loss or may
be costly to the Fund.
Market Risk. The value of the securities in which a Fund
invests may go up or down in response to the prospects of indi-
vidual companies and/or general economic conditions. Price
changes may be temporary or may last for extended periods.
Money Market Risk. Investment in a money market fund
involves the risk that a Fund will not be able to maintain a
$1.00 price per share at all times. Although a money market
fund seeks to preserve the value of your investment at $1.00
per share, it is possible to lose money by investing in a money
market fund. An investment in a money market fund is not a
deposit of any bank and is not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other govern-
ment agency. Money market funds are used as short-term
investment vehicles. This entails frequent purchases and sales,
which will increase the Fund's overall transactions costs.
Sector Risk. A Fund that concentrates its investment in spe-
cific industry sectors is subject to greater risk of loss as a
result of adverse economic, business or other developments
than if its investments were diversified across different indus-
try sectors. Securities of issuers held by a Fund may lack suf-
ficient market liquidity to enable a Fund to sell the securities
at an advantageous time or without a substantial drop in price.
4
RISK AND RETURN
The following bar chart illustrates the risks of investing in
the Fund by showing changes in the Fund's performance
from year to year over the life of the Fund. A Fund's past per-
formance is not necessarily an indication of how the Fund
will perform in the future.
Annual Total Relums
7%
6.40%
6% 5.44% 5.68% 5.52%
5.13%
5%
4.14%
4%
3.13%
3%
2%
1%
0%
\'11#> \1l'l1 \'11#> \'Ifil t09'l tf/ll\ ?Jlffl- 'IJlVl' '/!III' ~
Best Quarter - September 30, 2000: 1.65%
Worst Quarter - June 30, 2004: 0.23%
Year-to-Date - September 30,2006: 3.61%
The following table further illustrates the risks of investing
in the Fund by showing how the Fund's average annual
returns for 1, 5 and 10 years compare to the returns of a
broad-based securities market comparison (returns shown
reflect no deductions for fees, taxes or expenses).
Average Annual Total Returns
For the Periods Ended December 31, 2005:
1 Year 5 Years lOYears*
Prime Money Market Fund 3.13% 2.25% 3.92%
Citigroup 3-Month
Treasury Bill 3.00% 2.22% 3.72%
*The returns would have been lower without the contractual
management fee waiver and expense reimbursement.
7-Day Yields
For the Period Ended December 31, 2005:
Current
Effective
Prime Money Market Fund 4.14% 4.23%
Current yield information for the Fund is available toll free
by calling 1-800-647-7327 or by visiting our web site at
www.ssgafunds.com.
PORTFOLIO HOLDINGS
A description of the SSgA Funds' policies with respect to the
disclosure of its portfolio securities ("Disclosure Policies")
is available in the Statement of Additional Information. The
Disclosure Policies govern the timing and circumstances of
disclosure to shareholders and third parties of information
regarding the portfolio investments held by the SSgA Funds.
Disclosure of each Fund's complete holdings is required to
be made quarterly within 60 days of the end of each fiscal
quarter in the Annual Report and Semi-Annual Report to
Fund shareholders and in the quarterly holdings report on
Form N-Q. These reports are available, free of charge, on the
EDGAR database on the SEC's website at www.sec.gov. The
Funds will also make complete portfolio holdings available
generally no later than 60 calendar days after the end of the
Funds' fiscal quarter or subsequent to periodic portfolio
holdings disclosure in the Funds' filings with the SEC on
their website at www.ssgafunds.com.
5
FEES AND EXPENSES OF THE FUND
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases
Maximum Deferred Sales Charge (Load)
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
or Other Distributions
Redemption Fee
Exchange Fee
Maximum Account Fee
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Feel
Distribution and Service (12b-l) Fees2
Other Expenses
Total Annual Fund Operating Expenses
Less Contractual Management Fee Waiver and Reimbursement
Net Annual Fund Operating Expenses
None
None
None
None
None
None
.15%
.05%
.07%
.27%
(.07)%
.20%
1 The Advisor has contractually agreed to waive .05% of its .15% management fee until December 31,2010. Also, the Advisor
has contractually agreed to waive up to the full amount of the Fund's Advisory fee and reimburse the Fund for all expenses
to the extent that total expenses (exclusive of non-recurring account fees and extraordinary expenses) exceed .20% of
average daily net assets on an annual basis until December 31, 2007. The annual management fee after waiver and reim-
bursement is .08%.
2 The stated fee includes .02% for 12b-l Distribution and .03% for 12b-l Shareholder Servicing Fees.
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other
mutual funds.
The example assumes that you invest $10,000 in the Fund for the time periods indicated, and then redeem all of your
shares at the end of those periods. The example also assumes that your investment has a 5% return each year, that all
dividends and distributions are reinvested, and that the Fund's operating expenses remain the same. Although your actu-
al costs may be higher or lower, based on these assumptions, your costs would be:
1 year
3 years
5 years
10 years
$20
$69
$128
$320
Investors purchasing Fund shares through a financial intermediary, such as a bank, broker-dealer, financial advisor or other
financial institution (referred to individually as an "Intermediary" or collectively as "Intermediaries") may also be required to
pay additional fees for services provided by the Intermediary. Such investors should contact the Intermediary for information
concerning what additional fees, if any, will be charged.
6
MANAGEMENT OF THE FUND
Investment Advisor. SSgA Funds Management, Inc. (the
"Advisor"), State Street Financial Center, One Lincoln
Street, Boston, Massachusetts 02111-2900, serves as the
investment advisor for the SSgA Funds and directs the
Funds' investments in accordance with each Fund's invest-
ment objective, policies and restrictions.
The Advisor is registered with the SEC as an investment advi-
sor under the Investment Advisers Act of 1940 and is a whol-
ly owned subsidiary of State Street Corporation, a publicly
held bank holding company. As of November 30, 2006, the
Advisor had over $124 billion in assets under management.
The Advisor, State Street Bank and Trust Company (State
Street) and other advisory affiliates of State Street make up
State Street Global Advisors (SSgA), the investment manage-
ment arm of State Street Corporation. With over $1.7 trillion
under management as of November 30, 2006, SSgA provides
complete global investment management services from
offices in North America, South America, Europe, Asia,
Australia and the Middle East. State Street, a 200-year old
pioneer and leader in the world of financial services, is one of
the largest providers of securities processing and record keep-
ing services for US mutual funds and pension funds.
The Advisor is responsible for making investment decisions
for the SSgA Funds and managing each Fund's affairs and
business, subject to the supervision of the Board of Trustees.
The Advisor provides investment advisory services to a num-
ber of other investors and investment companies, as well as
the SSgA Funds. The Board of Trustees of the SSgA Funds
considers the renewal of the investment advisory agreement
annually. A discussion of the basis for the Board's considera-
tion and approval of the investment advisory agreement is
contained in the Funds' annual reports, which are available
upon request by calling the Distributor at 1-800-647-7327 or
on the Funds' website at www.ssgafunds.com.
For these services, the Fund pays the Advisor an annual man-
agement fee, calculated daily and paid monthly, of 0.08%,
after fee waiver and reimbursement, of the average daily net
asset value of the Fund.
ADDITIONAL INFORMATION ABOUT
THE FUND'S INVESTMENT POLICIES
AND RISKS
The investment objective of the Fund is fundamental and
may not be changed without shareholder approval. This sec-
tion contains a detailed description of particular types of
instruments or particular investment strategies (Investment
Policies) that are considered principal to the achievement of
the Fund's investment objective, as identified in "Principal
Investment Strategies" above. The Investment Policies
described below reflect the Fund's current practices. Risk
information related to the Investment Policies described
below is contained in the Principal Risks section. Additional
risk information applicable to the Investment Policy may
also be described below. Please read the Principal Risks sec-
tion carefully. Investors are also encouraged to read the
Statement of Additional Information (see back cover of this
Prospectus for information on how to obtain the Statement
of Additional Information). The Statement of Additional
Information may also contain additional details on the
Investment Policies described below. Additionally, the Fund
has Investment Policies that are not principal to the achieve-
ment of the Fund's investment objective as well as invest-
ment restrictions that are described in the Fund's Statement
of Additional Information. There can be no assurance that
the Investment Policies will ensure achievement of the
Fund's investment objective.
Money Market Securities. Money market securities are
high-quality, short-term securities that pay a fixed, variable
or floating interest rate. Securities are often specifically
structured so that they are eligible investments for a money
market fund. For example, in order to satisfy the maturity
restrictions for a money market fund, some money market
securities have demand or put features, which have the effect
of shortening the security's maturity. Examples of money
market securities include bank certificates of deposit,
bankers' acceptances, bank time deposits, notes, commercial
paper and US government securities.
Quality of Securities. The Fund will limit its. portfolio
investments to those United States dollar-denominated
instruments which at the time of acquisition the Advisor
determines present minimal credit risk and which qualify as
"eligible" securities under the Securities and Exchange
Commission rules applicable to money market mutual funds.
In general, eligible securities include securities that: (1) are
rated in the highest category by at least two nationally recog-
nized statistical rating organizations (''NRSRO''); (2) by one
NRSRO, if only one rating service has rated the security; or
(3) if unrated, are of comparable quality, as determined by
the Fund's Advisor in accordance with procedures estab-
lished by the Board of Trustees.
Eligible Securities. Money market funds invest in securities
which qualify as "eligible" securities under the SEC's rules
applicable to money market mutual funds. At the time of
acquisition, the Advisor has determined that these eligible
securities present minimal credit risk. In general, eligible
securities include securities that: (1) are rated in the highest
category by at least two Nationally Recognized Statistical
Rating Organizations (NRSRO); (2) are rated by one
NRSRO in the highest category, if only one rating service
has rated the security; or (3) if unrated, are of comparable
quality, as determined by the Advisor in accordance with
procedures established by the Board of Trustees.
Portfolio Maturity. A money market fund must limit its
investments to securities with remaining maturities determined
in accordance with applicable SEC regulations and must main-
tain a dollar-weighted average maturity of 90 days or less. A
Fund will normally hold portfolio instruments to maturity, but
7
may dispose of them prior to maturity if the Advisor finds it
advantageous or necessary. Investing in short-term money
market instruments will result in high portfolio turnover. Since
the cost of these transactions is small, high turnover is not
expected to adversely affect a Fund's price or yield.
Variable and Floating Rate Securities. The Fund may
purchase variable and floating rate securities which are
instruments issued or guaranteed by entities such as the:
(1) US government, or an agency or instrumentality thereof,
(2) corporations, (3) financial institutions, (4) insurance
companies or (5) trusts. A variable rate security provides for
the automatic establishment of a new interest rate on set
dates. Variable rate obligations whose interest is readjusted
no less frequently than annually will be deemed to have a
maturity equal to the period remaining until the next readjust-
ment of the interest rate. The Fund may also purchase float-
ing rate securities. A floating rate security provides for the
automatic adjustment of its interest rate whenever a specified
interest rate changes. Interest rates on these securities are
ordinarily tied to, and are a percentage of, a widely recog-
nized interest rate, such as the yield on 90-day US Treasury
bills or the prime rate of a specified bank. Generally,
changes in interest rates will have a smaller effect on the
market value of variable and floating rate securities than on
the market value of comparable fixed-income obligations.
Thus, investing in variable and floating rate securities gener-
ally allows less opportunity for capital appreciation and
depreciation than investing in comparable fixed-income
securities.
Securities purchased by the Fund may include variable and
floating rate instruments, which may have a stated maturity in
excess of the Fund's maturity limitations but which will, except
for certain US government obligations, permit the Fund to
demand payment of the principal of the instrument at least once
every 13 months upon not more than 30 days' notice. Variable
and floating rate instruments may include variable amount mas-
ter demand notes that permit the indebtedness thereunder to
vary in addition to providing for periodic adjustments in the
interest rate. There may be no active secondary market with
respect to a particular variable or floating rate instrument.
Nevertheless, the periodic readjustments of their interest rates
tend to assure that their value to the Fund will approximate their
par value. Illiquid variable and floating rate instruments (instru-
ments which are not payable upon seven days' notice and do not
have an active trading market) that are acquired by the Fund are
subject to the Fund's percentage limitations regarding securities
that are illiquid or not readily marketable. The Advisor will con-
tinuously monitor the creditworthiness of issuers of variable and
floating rate instruments in which the SSgA Funds invest, and
their ability to repay principal and interest.
Variable and floating rate securities are subject to interest
rate risk and credit/default risk.
Asset-Backed Securities. Asset-backed securities represent
undivided fractional interests in pools of instruments, such
as consumer loans, and are similar in structure to mortgage-
related pass-through securities. Payments of principal and
interest are passed through to holders of the securities and
are typically supported by some form of credit enhancement,
such as a letter of credit, surety bond, limited guarantee by
another entity or by priority to certain ofthe borrower's other
securities. The degree of credit enhancement varies, general-
ly applying only until exhausted and covering only a fraction
ofthe security's par value.
The value of asset backed securities is affected by changes in
the market's perception of the asset backing the security,
changes in the creditworthiness of the servicing agent for the
instrument pool, the originator of the instruments or the fman-
cial institution providing any credit enhancement and the expen-
diture of any portion of any credit enhancement. The risks of
investing in asset backed securities are ultimately dependent
upon payment of the underlying instruments by the obligors,
and a Fund would generally have no recourse against the oblig-
ee of the instruments in the event of default by an obligor. The
underlying instruments are subject to prepayments which short-
en the weighted average life of asset backed securities and may
lower their return, in the same marmer as described below for
prepayments of pools of mortgage loans underlying mortgage
backed securities. Use of asset-backed securities will represent
less than 5% of the Fund's total assets by issuer.
Commercial Paper and Other Short-Term Obligations.
Commercial paper (including variable amount master notes
and Funding agreements) are short-term promissory notes
issued by corporations, partnerships, trusts or other entities,
to finance short-term credit needs. Short-term obligations
used by a Fund include non-convertible debt securities
(e.g., bonds and debentures) with not more than 397 days
( 13 months) remaining to maturity at the time of purchase.
Short-term obligations issued by trusts may include, but are
not limited to, mortgage-related or asset-backed debt instru-
ments, including pass-through certificates such as participation
in, or Treasury bonds or notes backed by, pools of mortgages,
or credit card, automobile or other types of receivables.
Section 4(2) Commercial Paper. The Fund may also invest
in commercial paper issued in reliance on the so-called private
placement exemption from registration afforded by Section
4(2) of the Securities Act of 1933 ("Section 4(2) paper").
Section 4(2) paper is restricted as to disposition under the
Federal securities laws and generally is sold to institutional
investors that agree that they are purchasing the paper for
investment and not with a view to public distribution. Any
resale by the purchaser must be in an exempt transaction.
Section 4(2) paper normally is resold to other institutional
investors like the Fund through or with the assistance of the
issuer or investment dealers that make a market in
Section 4(2) paper. As a result it suffers from a liquidity risk,
the risk that the securities may be difficult to value because of
the absence of an active market and may be disposed of only
after considerable expense and delay. Section 4(2) paper will
not be subject to the Fund's 10% limitation on illiquid securi-
ties set forth below where the Board of Trustees (pursuant to
guidelines they have adopted) determines that a liquid trading
market exists.
8
US Government Securities. US government securities are
high-quality securities issued or guaranteed by the US
Treasury or by an agency or instrumentality of the US gov-
ernment. US government securities may be backed by the
full faith and credit of the US Treasury, the right to borrow
from the US Treasury, or the agency or instrumentality issu-
ing.or guaranteeing the security.
Eurodollar Certificates of Deposit (ECDs), Eurodollar
Time Deposits (ETDs) and Yankee Certificates of Deposit
(YCDs). ECDs are US dollar-denominated certificates of
deposit issued by a bank outside of the United States. ETDs
are US dollar-denominated deposits in foreign branches of US
banks and foreign banks. YCDs are US dollar-denominated
certificates of deposit issued by US branches of foreign banks.
Repurchase Agreements. A repurchase agreement is an
agreement to buy a security at one price and a simultaneous
agreement to sell it back at an agreed-upon price. If the party
that enters into a repurchase agreement with the Fund is
unable to honor its obligations under the repurchase agree-
ment, the Fund could lose money.
Cash Sweep Program. Pursuant to the terms and conditions
of an SEC exemptive order and Internal Revenue Service pri-
vate letter ruling, the SSgA Funds operate a Cash Sweep
Program. In the Cash Sweep Program, uninvested cash balances
of certain Funds are used to purchase shares of the Money
Market or Prime Money Market Funds (the "Central Funds").
The SSgA Funds other than the Central Funds and the Yield
Plus Fund are eligible to participate in the Cash Sweep Program
(the "Participating Funds"). The Cash Sweep Program reduces
the risk of counterparty default on repurchase agreements and
the market risk associated with direct purchases of short-term
obligations, while providing high current money market rates of
return, ready liquidity and increased diversity of holdings.
Shares of a Central Fund sold to and redeemed from a
Participating Fund will not be subject to a sales load, distribu-
tion fee or service fee. If Central Fund shares sold to or
redeemed from a Participating Fund are subject to any such dis-
tribution or service fee, the Advisor will waive its advisory fee
for each Participating Fund in an amount that offsets the amount
of such distribution and/or service fees incurred by the
Participating Fund. The uninvested cash invested in a Central
Fund may not exceed 25% of any Participating Fund's total
assets. For purposes of this limitation, each Participating Fund
will be treated as a separate investment company.
SHAREHOLDER INFORMATION
PURCHASE OF FUND SHARES
Distribution and Eligible Investors. Shares of the Fund are
offered without a sales commission by State Street Global
Markets, LLC (the Distributor). Provided that the minimum
purchase requirements are met, shares of the Fund may be
purchased directly by individuals or by institutions which
invest for their own account or in a fiduciary or agency capac-
ity, or through third party financial institutions which are
permitted by contract with the SSgA Funds or the Distributor
to offer shares (a "Financial Intermediary"). Financial
Intermediaries are advisors, securities brokers, banks and
fmancial institutions or other industry professionals or organ-
izations that have entered into a shareholder servicing agree-
ment with the Distributor with respect to investment of its
accounts in the Fund. Information on Financial Intermediaries
offering the Fund is available through the Distributor.
Minimum Initial Investment. The Fund requires a mini-
mum initial investment of $10 million. The Fund may, in its
discretion, allow investors up to six (6) months from the date
of initial investment to meet the minimum investment
amount. The Fund or the Distributor reserves the right, each
in its discretion, to close any account where the balance in
any account has fallen below $2 million. In such cases, the
Transfer Agent will give shareholders 60 days' notice that the
account will be closed unless investment is made to increase
the balance of an account to the required minimum.
Investment in other SSgA Funds may be counted toward the
minimum investment and minimum balance amounts.
Holdings of related customer accounts may be aggregated for
purposes of determining the minimum investment amount.
"Related customer accounts" shall include, but not be limited
to, accounts held by the same investment or retirement plan,
financial institution, broker, dealer or Intermediary. The Fund
reserves the right to increase or decrease the minimum
amount required to open or maintain an account.
Purchase Dates and Times. Fund shares may be purchased
on any business day at the net asset value next determined after
the receipt of the purchase order. A business day is one on
which the New York Stock Exchange is open. The Federal
Reserve is closed on certain holidays on which the New York
Stock Exchange is open. These holidays are Columbus Day
and Veteran's Day. On these holidays, you will not be able to
purchase shares by wiring federal funds because federal funds
wiring does not occur on these holidays. All purchases must be
made in US dollars. Payments for Fund shares must be
received by the Transfer Agent, and the accompanying pay-
ment must be in federal funds (or converted to federal funds by
the Transfer Agent) by 4 p.m. Eastern time (the Pricing Time)
before the purchase order can be accepted. If an order or pay-
ment is received on a non-business day or after the Pricing
Time, the order will be effective on the next business day.
Purchase orders in good form (described below) and payments
which are accepted prior to the Pricing Time will receive that
day's net asset value and will earn the dividend declared on the
date of purchase. All purchases that are made by check (ver-
sus wire or exchange) will begin earning dividends the follow-
ing business day after the purchase date (T + I ).
Order and Payment Procedures. There are several ways to
invest in the Fund. The SSgA Funds requires a purchase
order in good form, which consists of a completed and
signed SSgA Funds' Institutional Account Application for
each new account, regardless of the investment method. For
9
additional information, additional applications or other
forms, call the Customer Service Department at
1-800-647-7327, or write: SSgA Funds, SSgA Funds,
P.O. Box 8317, Boston, MA 02266-8317. You may also
access this information online at www.ssgafunds.com.
Customer Identification. We are required by law to obtain
certain personal information from you which will be used by
us to verify your identity. When you open an account, we will
ask for your name, address, date of birth (for individuals),
taxpayer or other government identification number and other
information that will allow us to identify you. We may also
request to review other identifying documents such as driver's
license, passport or documents showing the existence of the
business entity. If you do not provide the information, we may
not be able to open your account. If we are unable to verify
your identity, we reserve the right to close your account or
take such other steps as we deem reasonable. The SSgA
Funds reserve the right to reject any purchase order.
Large Transaction Notification. To allow the Advisor to
manage the Fund most effectively, investors are strongly
urged to initiate all trades (investments, exchanges or
redemptions of shares) as early in the day as possible and to
notify the Transfer Agent at least one day in advance of
transactions in excess of $25 million.
Federal Funds Wire. In order to assure timely processing of
purchase orders, the SSgA Funds strongly recommend that
you make initial or subsequent investments by wiring feder-
al funds to the Transfer Agent by:
1. Completing the SSgA Funds' Institutional Account
Application and fax it to (617) 664-60 II. Please confirm
that the fax was received by calling 1-800-997-7327.
2. Telephoning State Street Bank and Trust Company at
1-800-647-7327 and providing: (1) the investor's account
registration number, address and social security or tax
identification number; (2) the name of the Fund; (3) the
amount being wired; (4) the name of the wiring bank; and
(5) the name and telephone number of the person at the
wiring bank to be contacted in connection with the order.
3. Instructing the wiring bank to wire federal funds to:
State Street Bank and Trust Company
2 Avenue DeLafayette
Boston, MA 02111
ABA #0 II 0-0002-8
DDA# 9904-631-0
SSgA Prime Money Market Fund
Account Number and Registration
Orders transmitted via this purchase method will be credited
when federal funds are received by State Street. You will not
be permitted to redeem shares from the account until an
original completed application has been received. Please
send completed applications to: State Street Bank, attention
SSgA Funds, P.O. Box 8317, Boston, MA 02266-8317.
Please reference the account number on the application.
Mail. To purchase shares by mail, send a check or other
negotiable bank draft payable to: State Street Bank and Trust
Company, P.O. Box 8317, Boston, MA 02266-8317,
Attention: SSgA Prime Money Market Fund. Third party
checks for initial purchases and checks drawn on credit card
accounts for new and initial purchases will not be accepted.
Certified checks are not necessary; however, all checks
should be drawn in United States dollars on a United States
bank. Initial investments should be accompanied by a com-
pleted application, and subsequent investments are to be
accompanied by the investor's account number.
REDEMPTION OF FUND SHARES
Fund shares may be redeemed on any business day at the net
asset value next determined after the receipt of a redemption
request by following one of the methods described below. A
business day is one on which the New York Stock Exchange
is open. Proceeds of redemption requests received before
4 p.m. Eastern time ordinarily will be sent on the same busi-
ness day, except as otherwise noted below.
Redemption requests must be received prior to 4 p.m.
Eastern time in order to be effective on the date received. No
dividends will be paid on shares on the date of redemption.
On Federal Reserve holidays, redemption proceeds ordinari-
ly will be sent the next business day. On days on which the
Bond Market Association recommends an early or complete
closure of the bond markets, redemption proceeds ordinarily
will be sent the next business day. Unless otherwise directed,
payments will be sent to your address of record. All written
requests and redemption proceeds that are sent by check
(versus wire) will receive that day's dividends.
If you purchased Fund shares by check or an automatic invest-
ment program (AIP) and you elect to redeem shares within
15 days of the purchase, you may experience delays in receiv-
ing redemption proceeds. In this case, the Fund will generally
postpone sending redemption proceeds until it can verify that
the check or AIP investment has been collected, but in no event
will this delay exceed 15 days. There will be no such delay for
redemptions following investments paid by federal funds wire
or by bank cashier's check, certified check or treasurer's check.
Telephone and Other Electronic Redemptions.
Shareholders may normally redeem Fund shares by tele-
phoning the Customer Service Department at
1-800-647-7327 between 8 a.m. and 4 p.m. Eastern time.
You must complete the appropriate section of the application
and attach a voided check to code your account correctly
with the bank information before utilizing this feature. The
SSgA Funds and the Transfer Agent will employ reasonable
procedures to confirm that instructions communicated by
telephone are properly authorized. Neither the SSgA Funds,
the Distributor nor the Transfer Agent will be responsible for
any loss or expense for executing instructions that are
10
deemed to be authorized and genuine after following
reasonable procedures. These procedures include recording
telephonic instructions, mailing to the shareholder a written
confIrmation of the transaction, performing a personal identity
test with private information not likely to be known by other
individuals, and restricting mailing of redemptions to your
address of record. Please note that if the address of record
has been changed within 60 days of the redemption request,
the request must be in writing. See "Redemption Requests in
Writing." To the extent the Transfer Agent fails to use rea-
sonable procedures as a basis for its belief, it and/or its serv-
ice contractors may be liable for telephone instructions that
prove to be fraudulent or unauthorized. The SSgA Funds, the
Distributor or the Transfer Agent will be responsible for
fraudulent or unauthorized instructions received only if they
actwith willful misfeasance, bad faith or gross negligence.
During periods of significant or unusual economic or
market activity, shareholders giving instructions by
phone may encounter delays.
Redemption Proceeds by Wire. Upon request, redemption
proceeds of $1,000 or more will be wire transferred to your
account at a domestic commercial bank that is a member of the
Federal Reserve System. You must indicate this option on your
application or letter of instruction in good order. If bank
instructions are not indicated on the account, a medallion guar-
anteed letter of instruction is required to add the bank informa-
tion to send proceeds via wire. The SSgA Funds do not provide
wire transfer service for redemption proceeds of less than
$1,000. The shares will be redeemed from the account on the
day the redemption instructions are received and the proceeds
wire will normally be sent the same business day. Although the
SSgA Funds do not charge a fee for this service, it reserves the
right to charge a fee for the cost of wire-transferred redemp-
tions, and your bank may charge a fee for receiving the wire.
Please check with your bank before requesting this feature.
Redemption Requests in Writing. In certain circumstances,
you will need to make a request to sell shares in writing
(please use the address for purchases by mail under "Purchase
of Fund Shares"). The redemption will be processed based on
the net asset value next determined after receipt by State Street
of all required documentation in good order. Good order
means that the request must include the following:
1. A clear letter of instruction or a stock assignment stating
the Fund and account number that the redemption is to be
processed from, the dollar amount to be redeemed and
where the proceeds are to be sent. The letter must be
signed by all owners of the shares in the exact names in
which they appear on the account, together with a guaran-
tee of the signature of each owner by a bank, trust com-
pany or member of a recognized stock exchange; and
2. Such other supporting legal documents, if required by
applicable law or the Transfer Agent, in the case of
estates, trusts, guardianships, custodianships, corpora-
tions and pension and profit-sharing plans.
The Prime Money Market Fund reserves the right to
redeem the shares in any account with a balance of less than
$15 million as a result of shareholder redemptions. Before
shares are redeemed to close an account, you will be notified
in writing and allowed 60 days to purchase additional shares
to meet the minimum account balance.
Suspension of Shareholder Redemptions. The SSgA Funds
reserve the right to suspend the right of shareholder redemp-
tion, or postpone the date of payment for more than seven days:
(1) if emergency conditions should exist, as specifIed in the
1940 Act, or as determined by the SEC, as a result of which
disposal of portfolio securities or determination of the net asset
value of the Funds are not reasonably practicable; (2) for any
period during which trading on the New York Stock Exchange
is restricted as determined by the SEC or the New York Stock
Exchange is closed (other than customary weekend and holi-
day closings); or (3) for such other periods as the SEC may by
order permit for the protection of shareholders of the Funds.
EXCHANGES
Exchange Privilege. Subject to the Fund's minimum invest-
ment requirement, investors may exchange their Fund shares
without charge for shares of any other SSgA Fund. Shares
are exchanged on the basis of relative net asset value per
share on the business day on which the call is placed or upon
written receipt of instructions in good form by the Transfer
Agent. Exchanges may be made: (1) by telephone if the reg-
istrations of the two accounts are identical; or (2) in writing
addressed to State Street Bank and Trust Company, P.O.
Box 8317, Boston, MA 02266-8317, Attention: SSgA Prime
Money Market Fund. If shares of the Fund were purchased
by check, the shares must have been present in an account
for 15 days before an exchange is made. The exchange priv-
ilege will only be available in states where the exchange may
legally be made, and may be modified or terminated by the
SSgA Funds upon 60 days' notice to shareholders.
DISTRIBUTION SERVICES AND SHAREHOLDER SERVICING
ARRANGEMENTS
The SSgA Funds have adopted a distribution plan pursuant to
Rule 12b-l (the "Plan") under the 1940 Act. The Plan allows a
Fund to pay distribution and other fees for the sale and distri-
bution of Fund shares and for services provided to sharehold-
ers. In addition, under the Plan, a Fund may. pay shareholder
servicing fees to Intermediaries, including affiliates of the
Advisor (such as State Street Bank and Trust Company, State
Street Global Markets LLC, and CitiStreet LLC) for sub-
administration, sub-transfer agency and other shareholder serv-
ices associated with shareholders whose shares are held of
record in omnibus accounts, other group accounts or accounts
traded through registered securities clearing agents. Because
these fees are paid out of Fund assets on an ongoing basis, over
time these fees will increase the cost of your investment and
may cost you more than paying other types of sales charges.
Payments to the Distributor by the SSgA Funds for the sale
and distribution of Fund shares are not permitted by the Plan
11
to exceed .25% of the Fund's average net asset value per year.
Payments to Intermediaries providing shareholder services to
the Funds are not permitted by the Plan to exceed .20%. Any
payments that are required to be made to the Distributor or
Intermediary that cannot be made because of the .25% limi-
tation may be carried forward and paid in the following two
fiscal years so long as the Plan is in effect. The SSgA Funds
are offered without imposition of a front-end sales load or
contingent deferred sales load. Long-term shareholders of a
Fund may pay more in Rule 12b-l fees than the economic
equivalent of the maximum front-end sales charge permitted
by the National Association of Securities Dealers, Inc.
The Advisor or Distributor, or an affiliate of the Advisor or
Distributor, out of its own resources, and without additional
cost to the SSgA Funds and their shareholders, may directly or
indirectly make additional cash payments, as described below,
to Intermediaries who sell shares of the SSgA Funds. Such
payments and compensation are in addition to the Rule 12b-l
fees paid by the SSgA Funds. These additional cash payments
are generally made monthly to Intermediaries that provide
shareholder servicing, marketing support and/or access to
sales meetings, sales representatives and management repre-
sentatives of the Intermediary. Cash compensation may also
be paid to Intermediaries for inclusion of a Fund on a sales
list, including a preferred or select sales list, in other sales pro-
grams or as an expense reimbursement in cases where the
Intermediary provides shareholder services to Fund share-
holders. Additional cash payments to Intermediaries will vary.
For more information regarding these arrangements, please
read "Distribution and Shareholder Servicing" in the
Statement of Additional Information.
From time to time, the Advisor or Distributor, or an affiliate of
the Advisor or Distributor, may also pay non-cash compensa-
tion to the sales representatives of Intermediaries. Examples of
such compensation include the following: (1) ordinary and
usual gratuities, tickets and other business entertainment; and/or
(2) sponsorship of regional or national events of Intermediaries.
The cost of all or a portion of such non-cash compensation may
be borne indirectly by the SSgA Funds as expense reimburse-
ment payments to the Distributor under the Plan.
Third Party Transactions. The SSgA Funds have authorized
Intermediaries to accept purchase, redemption and exchange
orders on the Fund's behalf. The Intermediary is responsible for
the timely delivery of any order to the SSgA Funds. Therefore,
orders received prior to the close of the New York Stock
Exchange by an Intermediary that has been authorized to accept
orders on the Fund's behalf (or other intermediaries designated
by the Intermediary) will be deemed accepted by the Fund the
same day and will be executed at that day's closing share price.
Each Intermediary's agreement with the Fund permits the
Intermediary to transmit orders received by the Intermediary (or
its designee) prior to the close of regular trading on the New
York Stock Exchange to the Fund after that time and allows
those orders to be executed at the closing share price calculated
on the day the order was received by the Intermediary (or its
designee). The Funds are not responsible for the failure of an
Intermediary to process a transaction for you in a timely man-
ner. If you are purchasing, selling, exchanging or holding Fund
shares through a program of services offered by an
Intermediary, you may be required by the Intermediary to pay
additional fees. You should contact the Intermediary for infor-
mation concerning what additional fees, if any, may be charged.
PRICING OF FUND SHARES
The Fund determines the price per share once each business
day at 4 p.m. Eastern time.
A business day is one on which the New York Stock
Exchange is open for regular trading. The price per share of
the Fund is computed by adding the value of all securities and
other assets of the Fund, deducting accrued liabilities, divid-
ing by the number of shares outstanding and rounding to the
nearest cent. Pricing does not occur on non-business days.
A money market fund seeks to maintain a $1.00 per share net
asset value and, accordingly, uses the amortized cost valua-
tion method to value its portfolio instruments. The amortized
cost valuation method initially prices an instrument at its cost
and thereafter assumes a constant amortization to maturity of
any discount or premium, regardless of the impact of fluctu-
ating interest rates on the market value of the instrument.
DIVIDENDS AND DISTRIBUTIONS
The Board of Trustees intends to declare dividends on shares
of the Funds from net investment income daily and have them
payable as of the last business day of each month. Distributions
will be made at least annually from net short-term and
long-term capital gains, if any. In most instances, distributions
will be declared and paid in mid-October with additional dis-
tributions declared and paid in December, if required, for the
Funds to avoid imposition of a 4% federal excise tax on undis-
tributed capital gains. The Funds do not expect any material
long-term capital gains or losses.
Dividends declared in October, November or December and
payable to shareholders of record in such months will be deemed
for Federal income tax purposes to have been paid by the Fund
and received by shareholders on December 31 of that year if the
dividend is paid prior to February 1 of the following year.
Income dividends and capital gains distributions will be paid
in additional shares at their net asset value on the record date
unless you have elected to receive them in cash. You may
make this election by giving 30 days' written notice to the
Transfer Agent. If it is determined that the US Postal Service
cannot properly deliver Fund mailings to you, or if a check
remains uncashed for at least six months, the cash election
will be changed automatically. Future dividends and other
distributions will be reinvested in additional shares of the rel-
evant Fund until you notify the SSgA Funds in writing of the
correct address. You must also request in writing that the elec-
tion to receive dividends and other distributions in cash be
reinstated. In addition, following the six-month period, any
undeliverable or uncashed checks will be cancelled and the
12
amounts will be reinvested in the relevant Fund at the per
share net asset value determined as of the date of cancellation
of the checks. No interest will accrue on the amounts repre-
sented by the uncashed distribution or redemption checks.
Any dividend or capital gain distribution paid by the Fund
shortly after a purchase of shares will reduce the per share
net asset value of the Fund by the amount of the dividend or
distribution. In effect, the payment will represent a return of
capital to the shareholder. However, you will be subject to
taxes with respect to such dividend or distribution.
Distribution Option. You can choose from four different
distribution options as indicated on the application:
. Reinvestment Option-Dividends and capital gain distri-
butions will be automatically reinvested in additional
shares of the Fund. If you do not indicate a choice on the
application, this option will be automatically assigned.
. Income-Earned Option-Capital gain distributions will be
automatically reinvested, but a check or wire will be sent
for each dividend distribution.
. Cash Option-A check, wire or direct deposit (ACH) will
be sent for each dividend and capital gain distribution.
. Direct Dividends Option-Dividends and capital gain
distributions will be automatically invested in another
identically registered SSgA Fund.
If the cash option is selected and you chose a wire or direct
deposit (ACH), the distribution will be sent to a pre-designated
bank by the payable date. If you chose cash option and request-
ed a check, the check will be mailed to you. If cash option has
been selected and the account is closed anytime during the
month, the dividends will automatically be wired the following
business day after the redemption to the bank. where the
redemption wire was sent. If an account is closed during the
month and dividends were to be reinvested, the proceeds will
automatically be sent by check to the address of record.
For dividends declared daily and paid monthly, the proceeds
will be wired (if that option is elected) to a pre-designated
bank. You should verify with the receiving bank, as it may
charge a fee to accept this wire. Direct deposits through the
ACH are transmitted to the investor's bank account two days
after the payable date of the distributions and generally are
not charged a fee by a bank.
TAXES
The tax discussion in this Prospectus is only a summary of
certain United States federal income tax issues generally
affecting the SSgA Funds and their shareholders. The fol-
lowing assumes any Fund shares will be capital assets in the
hands of a shareholder. Circumstances among investors may
vary, so you are encouraged to discuss investment in the
SSgA Funds with your tax advisor.
Dividends from net investment income (other than qualified
dividend income, as described below) and distributions of net
short-term capital gains are taxable to you as ordinary income
under federal income tax laws whether paid in cash or in addi-
tional shares. Distributions from net long-term gains are tax-
able as long-term taxable gains regardless of the length of time
you have held the shares and whether you were paid in cash or
additional shares. Under current federal income tax law (in
effect for taxable years beginning on or before December 31,
2010), distributions of earnings from qualifying dividends
received by the SSgA Funds from domestic corporations and
qualified foreign corporations will be taxable to non-corporate
shareholders at the same rate as long-term capital gains, which
is currently 15%, instead of at the ordinary income rate,
provided certain requirements are satisfied.
Distributions, whether received as cash or reinvested in addi-
tional shares, may be subject to federal income taxes.
Dividends and distributions may also be subject to state or
local taxes. Depending on the tax rules in the state in which
you live, a portion of the dividends paid by the Fund attrib-
utable to direct obligations of the US Treasury and certain
agencies may be exempt from state and local taxes.
Selling (including an exchange of) your Fund shares is a tax-
able event and may result in capital gain or loss. However, no
capital gain or loss for a shareholder is anticipated because a
money market fund seeks to maintain a stable $1.00 per
share net asset value. With that exception, if you buy shares
when a Fund has realized but not yet distributed income or
capital gains, you will be "buying a dividend" by paying the
full price for the shares and then receiving a portion of the
price back in the form of a taxable distribution, which will
also reduce the per share net asset value of the Fund.
You will be notified after each calendar year of the amount
of income, dividends and net capital gains distributed. You
will also be advised of the percentage of the dividends from
the Fund, if any, that are exempt from federal income tax and
the portion, if any, of those dividends that is a tax preference
item for purposes of the alternative minimum tax. If you pur-
chase shares of the SSgA Funds through an Intermediary,
that entity will provide this information to you.
Each Fund is required to withhold a legally determined por-
tion of all taxable dividends, distributions and redemption pro-
ceeds payable to any noncorporate shareholder that does not
provide the Fund with the shareholder's correct taxpayer iden-
tification number or certification that the shareholder is not
subject to backup withholding. This is not an additional tax
but can be credited against your tax liability. Shareholders that
invest in a Fund through a tax-deferred account, such as a
qualified retirement plan, generally will not have to pay tax on
dividends until they are distributed from the account. These
accounts are subject to complex tax rules, and you should con-
sult your tax advisor about investing through such an account.
Foreign shareholders invested in any SSgA Fund should consult
with their tax advisors as to if and how the United States feder-
al income tax and its withholding requirements applies to them.
13
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand a Fund's financial performance for the past 5 years. Certain
information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would
have earned (or lost) on an investment in a Fund (assuming reinvestment of all dividends and distributions). The financial high-
lights were audited by Deloitte & Touche LLP, for fiscal years ended 2005 and 2006 (fiscal years ended 2002, 2003 and 2004
were audited by PricewaterhouseCoopers LLP), whose report, along with the Fund's financial statements, are included in the
annual report, which is available upon request by calling the Distributor at 1-800-647-7327 or on the Funds' website at
www.ssgafunds.com.
Fiscal Years Ended August 31,
2006 2005 2004 2003 2002
NET ASSET VALUE, BEGINNING OF PERIOD $1. 0000 $1.0000 $1.0000 $1. 0000 $1.0000
INCOME FROM OPERATIONS:
Net investment income .0438 .0239 .0095 .0124 .0209
DISTRIBUTIONS:
From net investment income (.0438) (.0239) (.0095) (.0124) (.0209)
NET ASSET VALUE, END OF PERIOD $1.0000 $1.0000 $1.0000 $1.0000 $1.0000
TOTAL RETURN (%) 4.47 2.41 .97 1.25 2.11
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period ($000 omitted) 10,996,109 11,550,394 12,390,113 11,089,939 6,156,731
Ratios to average net assets (%):
Operating expenses, net .20 .20 .20 .20 .20
Operating expenses, gross .27 .27 .27 .27 .27
Net investment income 4.39 2.31 .96 1.21 2.02
14
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ADDITIONAL INFORMATION ABOUT THE SSgA FUNDS
For more information about the SSgA Funds, the following documents are available without charge:
Annual and Semi-Annual Reports. Additional information about the Funds' investments is available in the Funds' annual and
semi-annual reports to shareholders. In each Fund's annual report (other than money market funds), you will find a discussion
of the market conditions and investment strategies that significantly affected the Fund's performance during its last fiscal year.
Statement of Additional Information (SAI): The SAl provides more detailed information about the Funds including, but not
limited to, information about the SSgA Funds' policies with respect to selective disclosure of each Fund's portfolio holdings.
The annual report and the SAl for each Fund are incorporated into this Prospectus by reference. You may obtain free copies of
the annual report, semi-annual report or the SAI of the Funds, and may request other information or make other inquiries, by
contacting the Distributor at:
State Street Global Markets LLC
State Street Financial Center
One Lincoln Street
Boston, Massachusetts 02111-2900
1-800-997-7327
The Funds' Prospectus, SAI and annual and semiannual reports to shareholders are available, free of charge, on the Funds' web-
site at www.ssgafunds.com.
You can review and copy information about the Funds (including the SAl) at the SEC's Public Reference Room in Washington,
D.C. You can obtain information on the operation ofthe Public Reference Room by calling the SEC at 1-202-942-8090. Reports
and other information about the Funds are available on the EDGAR Database on the SEC's Internet website at
http://www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic request at the fol-
lowing email address: publicinfo@sec.gov, or by writing the SEC's Public Reference Section, Washington, D.C. 20549-0102.
SSgA Funds' SEC File No. 811-05430
PMMPROSP (12/06)