This Strategy Disclosure Document describes core characteristics, attributes, and risks associated with a number of related strategies, including pooled investment vehicles and funds. 1
Table of Contents I. Product Profile II. Overview III. Selected Risk Factors IV. Individual Strategy Overviews Collateral Investment Fund Quality Trust for SSgA Funds Series Quality Trust for SSgA Funds Super Collateral Fund The Portfolios are not insured by the FDIC or by another governmental agency; they are not obligations of the FDIC nor are they deposits or obligations of or guaranteed by State Street Bank and Trust Company. 2
I. Product Profile: Global Cash Management Group: US Cash Collateral Strategies The Strategies included in this Strategy Disclosure Document are not money market funds registered with the U.S. Securities and Exchange Commission and are not subject to the various rules and limitations that apply to such funds. Although a Strategy may seek to maintain a stable or constant net asset value, there can be no assurance that it will do so. Investment Philosophy State Street Global Advisors, a division of State Street Bank and Trust Company ( SSgA ), believes that rigorous attention to investment opportunities and risk control on the short end of the yield curve can provide attractive yields in a risk-managed environment. In managing our cash collateral strategies, SSgA draws on the detailed economic, financial, and issuer-specific research available throughout our firm. In addition, cash management has an independent credit research team that performs independent detailed research and analysis on every issuer in our portfolios. Investment Process State Street Bank and Trust Company ( State Street ) acts as lending agent for client investment funds (collectively the Lending Funds, and individually a Lending Fund ) that participate in its securities lending program. SSgA manages each of the Strategies exclusively for the investment of cash collateral received by the Lending Funds under the program. As lending agent, State Street invests cash collateral received by the Lending Funds from borrowers under the program in the one or more of the Strategies. For more information, including associated risks, regarding SSgA s securities lending program, please refer to the SSgA Securities Lending Program Disclosure which is available on Client s Corner and also upon request from SSgA. We manage the Strategies to provide an attractive yield, safety of principal, and daily liquidity appropriate for investment of securities lending collateral in the ordinary course, through investment principally in high quality, short term securities. We use a relative value approach to identify investments for the Strategies, relying on in-depth fundamental research to identify sectors and issuers offering relatively attractive investment returns in light of the risks presented. Risk Management SSgA s portfolio management and credit teams monitor interest rate, market, and credit risks closely on a continuing basis. 3
II. Overview SSgA implements the Strategies as commingled funds organized to facilitate the investment of cash collateral received by lenders under State Street s securities lending program (each of those commingled funds is referred to herein as a Portfolio and collectively the Portfolios ). The actual investments held in a Portfolio at any time may differ from those held in other Portfolios managed using the same Strategy, based on a number of factors, such as cash flows or individual investment requirements or limitations applicable to a Portfolio. The description of a Strategy in this Strategy Disclosure Document is qualified by reference to any investment requirements or limitations that may apply to a particular Portfolio. SSgA may manage certain Portfolios in its capacity as trustee of those Portfolios. This Strategy Disclosure Document includes a separate individual strategy overview for each Portfolio, containing more detailed information about the Strategy. You should review the individual strategy overview for a Strategy in connection with the more general information provided below. An investment in a Strategy is subject to a number of risks, including, but not limited to, the risks summarized in the Selected Risk Factors section below. You should review those risks carefully. Investment Objective Each of the Portfolios seeks to provide an attractive yield, safety of principal, and daily liquidity appropriate for investment of securities lending collateral in the ordinary course, through investment principally in high quality, short-term securities or other investments. A Portfolio s specific investment objective is set out in the enclosed individual strategy overview relating to that Portfolio. A Portfolio is not a money market fund registered with the U.S. Securities and Exchange Commission, and is not subject to the various rules and limitations that apply to such funds. Although a Portfolio may seek to maintain a stable or constant net asset value, there can be no assurance that it will do so. Principal investment Strategies and Investments Each Portfolio invests principally in high quality, short-term securities and other investments. A Portfolio s investments may include (a) securities issued or guaranteed by the United States Government, including treasury bills, notes, bonds and certificates of indebtedness, (b) securities issued by agencies or instrumentalities of the United States Government, (c) securities, which may include securities of private issuers, guaranteed by government-sponsored enterprises, (d) asset-backed securities and mortgage-backed securities, (e) other money market instruments such as certificates of deposit, bankers acceptances, commercial paper, and other short-term corporate debt securities, (f) repurchase agreements meeting certain requirements and (g) to the extent permitted by law, shares in money market funds or other approved commingled investment vehicles, including other vehicles managed by SSgA. A Portfolio may concentrate its investments in one or more industries or groups of industries, such as investments in obligations of U.S. or non-u.s. banks. A Portfolio will not use derivatives in a manner that SSgA considers to be for purposes of creating investment leverage. (Investments made by SSgA with the intention to hedge or reduce risk will not be considered to have been made for the purpose of creating investment leverage; SSgA generally will determine whether an investment has the effect of creating investment leverage by evaluating the effect of the investment on the exposure and risk profile of a Portfolio as a whole.) A Portfolio may purchase securities in which derivatives are embedded. SSgA uses a relative value approach to identify investments for the Portfolios. In selecting individual investments, SSgA uses in-depth fundamental research to identify sectors and issuers offering relatively attractive investment returns in light of the risks presented. A Portfolio will only invest in securities and other investments SSgA considers to present minimal credit risk. All of a Portfolio s investments will be denominated in US dollars. There is no assurance that a Portfolio will achieve its investment objective. Rule 2a-7 In July 2010, SSgA adopted investment guidelines for each of the Portfolios calling for all new investments by the Portfolios to satisfy certain quality, maturity, and diversification requirements set forth in Rule 2a-7 under the Investment Company Act of 1940. For example, an investment purchased by a Portfolio must present minimal credit risk, taking into account factors including any rating assigned by a nationally recognized statistical rating organization. A security must have a remaining maturity of 397 days or less at the time of purchase. A Portfolio may not invest more than three percent (3%) of its total assets in so-called Second Tier Securities. A Portfolio s investments must be highly diversified. The investment guidelines do not incorporate all of the requirements of Rule 2a-7, such as, for example, requirements as to board reporting, certain periodic testing requirements, and requirements for certain reports to the Securities and Exchange Commission. Certain investments currently held by the Portfolios and made before the investment guidelines were adopted do not meet the requirements described above. SSgA expects that, through maturities or dispositions of those investments, all of the Portfolios investments will over time have been purchased in compliance with the July 2010 investment guidelines. Until that time, SSgA will determine whether a new investment by a Portfolio meets those requirements without regard to those investments made earlier that do not meet the requirements. For this reason, and because the Portfolios will not be required to comply with all of the requirements of Rule 2a-7, a Portfolio s investments and returns may differ from those of registered money market funds. Book value The Portfolios are authorized to issue and redeem shares/units at book value typically at $1 per share/unit. SSgA uses an amortized cost based methodology in valuing a Portfolio s investments for this purpose. 4
II. Overview (continued) SSgA also calculates a daily market value of each Portfolio based on market quotations, information provided by valuation services, and other sources, and monitors the variation between the value of the Portfolio s shares/units based on that calculation and the Portfolio s book value price per share/unit. The Portfolios are not registered money market funds, and may continue to issue and redeem shares/units at book value under circumstances where a registered money market fund might not. For example, a Portfolio may continue to do so when the variation between a Portfolio s book value per share/unit and market value per share/unit exceed levels permissible for a registered money market fund to issue and redeem shares/units at $1 per share/unit. SSgA may at any time (without notice to clients) cause a Portfolio to issue and redeem shares/units at their current market value, rather than their book value. In determining whether a Portfolio should issue and redeem shares/units at book value or at current market value, SSgA may consider a wide variety of factors, including, for example, the quality and maturity of the Portfolio s investments, anticipated cash flows from those investments, anticipated purchase and redemption activity in the Portfolio shares/ units, and what it considers to be the best interests of the Portfolio or its shareholders/unit holders. Although SSgA may consider the factors described above in purchasing or selling investments for a Portfolio, SSgA may purchase, sell, or continue to hold an investment for a Portfolio whenever it believes that doing so may benefit the Portfolio, on the basis of any of the factors described above or any other factors. Notwithstanding any and all provisions contained herein, SSgA may from time to time impose more restrictive guidelines which it deems appropriate in light of prevailing market conditions. SSgA has the authority to delay any redemption payment and/or restrict redemptions from each of the Portfolios and to determine whether to make any such redemptions in cash, in kind, or partly in cash and partly in kind. See Selected Risk Factors Significant Withdrawals. SSgA will not borrow money or use derivatives for a Portfolio in a manner that SSgA considers to have the purpose of creating investment leverage. (Investments made by SSgA with the intention to hedge or reduce risk will not be considered to have been made for the purpose of creating investment leverage; SSgA generally will determine whether an investment has the effect of creating investment leverage by evaluating the effect of the investment on the exposure and risk profile of a Portfolio as a whole.) To the extent permitted by applicable laws or regulations (including, in the case of any Portfolio that is subject to the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder ( ERISA ), ERISA, the Portfolios may pay SSgA or an affiliate fees and expenses related to the provision of investment management, custodial, administrative, bookkeeping, and accounting services, transfer agency and shareholder servicing, and other services that SSgA may from time to time consider necessary or appropriate. The Portfolios may invest in other pooled investment vehicles, including without limitation registered investment companies, private investment pools, and commingled trust funds, including entities sponsored, managed, or otherwise affiliated with SSgA. (In the case of a Portfolio that is subject to ERISA, such investments and transactions will be effected in a manner consistent with ERISA, including any applicable statutory, class, or individual prohibited transaction exemptions.) See Selected Risk Factors Conflicts of Interest Risk and ERISA Disclosure. Risk Management SSgA s portfolio management and credit teams monitor interest rate, market, and credit risks closely on a continuing basis. Compliance by any investment with the requirements of any investment guideline, strategy, or limitation applicable to the Portfolio will apply only at the time of investment. The investment objective, principal investment strategies, and principal investments of the Portfolio may be changed at any time by SSgA, in its discretion. Under normal circumstances, existing investors in the Portfolio will receive notice in advance of any change SSgA considers to be material, unless, in SSgA s judgment, it would be in the interests of the Portfolio or its investors to implement a change immediately and prior to its providing such notice. SSgA is exempt from registration and regulation under the Commodity Exchange Act as a commodity pool operator in connection with the operation of certain Portfolios. 5
III. Selected Risk Factors The Portfolio does not constitute a complete investment program. Due to the uncertainty in all investments, there can be no assurance that the Portfolio will achieve its investment objective. The Portfolio may lose money. The Portfolio is not insured by the FDIC or by another governmental agency; an investment in a Portfolio is not an obligation of the FDIC nor is it a deposit or obligation of or guaranteed by State Street Bank and Trust Company or any of its affiliates. Investors can lose money by investing in a Portfolio. References to the Portfolio below are to each Portfolio managed using the Strategies. Not all risks apply to all of the Portfolios or to all Portfolios to the same extent. Cash Position Risk The Portfolio may hold a significant portion of its assets in cash or cash equivalents in SSgA s discretion. If the Portfolio holds a significant cash position for an extended period of time, its investment returns may be adversely affected, and the Portfolio may not achieve its investment objective. The Portfolio's cash investments may lose money. Concentration Risk The Portfolio may concentrate its investments in companies in a particular industry or market or economic sector. When the Portfolio concentrates its investments in a particular industry or sector, financial, economic, business, and other developments affecting issuers in that industry or sector will have a greater effect on the Portfolio than if it had not concentrated its assets in that industry or sector, which may increase the volatility of the Portfolio. Any such concentration may also limit the liquidity of the Portfolio. In addition, investors may buy or sell substantial amounts of the Portfolio s shares in response to factors affecting or expected to affect an industry or sector in which the Portfolio concentrates its investments, resulting in extreme inflows or outflows of cash into and out of the Portfolio. Such inflows or outflows might affect management of the Portfolio adversely. The Portfolio may establish or terminate a concentration in an industry or sector at any time in SSgA s discretion and without notice to investors. Conflicts of Interest Risk SSgA or its affiliates may provide services to the Portfolio, such as securities lending agency services, custodial, administrative, bookkeeping, and accounting services, transfer agency and shareholder servicing, and other services, for which the Portfolio would compensate SSgA and/or such affiliates. The Portfolio may enter into securities transactions with the Portfolio, where it acts as agent for the Portfolio in connection with the purchase or sale of securities, or as principal, where it sells securities to the Portfolio or buys securities from the Portfolio for SSgA s own account. The Portfolio may enter into repurchase agreements, reverse repurchase agreements, and derivatives transactions with SSgA or one of its affiliates. The Portfolio may invest in other pooled investment vehicles sponsored, managed, or otherwise affiliated with SSgA, in which event the Portfolio will bear a share of the expenses of those other pooled investment vehicles; those investment vehicles may pay fees and other amounts to SSgA or its affiliates, which would have the effect of increasing the expenses of the Portfolio. It is possible that other clients of SSgA will purchase or sell interests in such other pooled investments at prices and at times more favorable than those at which the Portfolio does so. There is no assurance that the rates at which the Portfolio pays fees or expenses to SSgA or its affiliates, or the terms on which it enters into transactions with SSgA or its affiliates or on which it invests in any such other investment vehicles will be the most favorable available in the market generally or as favorable as the rates SSgA makes available to other clients. There will be no independent oversight of prices, fees, or expenses paid to, or services provided by, those entities. Because of its financial interest, SSgA may have an incentive to enter into transactions or arrangements on behalf of the Portfolio with itself or its affiliates in circumstances where it might not have done so in the absence of that interest. SSgA and its affiliates serve as investment adviser to other clients and may make investment decisions for their own accounts and for the accounts of others, including other funds, that may be different from those that will be made by SSgA on behalf of the Portfolio. For example, SSgA may provide asset allocation advice to some clients that may include a recommendation to invest or redeem from a Portfolio while not providing that same recommendation to all clients invested in the same or similar Portfolios. Other conflicts may arise, for example, when clients of SSgA invest in different parts of an issuer s capital structure, so that one or more clients own senior debt obligations of an issuer and other clients own junior debt of the same issuer, as well as circumstances in which clients invest in different tranches of the same structured financing vehicle. In such circumstances, decisions over whether to trigger an event of default or over the terms of any workout may result in conflicts of interest. SSgA and its affiliates may invest for their own accounts and for the accounts of clients in various securities that are senior to, pari passu with, or junior to, or have interests different from or adverse to, the securities that are owned by the Portfolio. SSgA may (subject to applicable law) be simultaneously seeking to purchase (or sell) investments for the Portfolio and to sell (or purchase) the same investment for accounts, funds or structured products for which it serves as asset manager now or in the future, or for other clients or affiliates, and may enter into cross trades involving the Portfolio in such circumstances. SSgA has established processes and procedures for allocating investment opportunities among portfolios that are designed to provide a fair and equitable allocation. In addition, SSgA and its affiliates may buy securities from or sell securities to the Portfolio. These relationships may result in securities laws restrictions on transactions in these investments by the Portfolio and otherwise create potential conflicts of interest. SSgA or its affiliates, in connection with their business activities, may acquire material non-public confidential information that may restrict SSgA from purchasing securities or selling securities for itself or its clients 6
III. Selected Risk Factors (continued) (including the Portfolio), and SSgA may otherwise be prohibited from using such information for the benefit of its clients or itself. Counterparty Risk The Portfolio will be subject to credit risk with respect to the counterparties with which it enters into derivatives contracts, foreign exchange, currency forward contracts, other transactions such as repurchase agreements or reverse repurchase agreements and securities lending transactions. If a counterparty becomes insolvent or otherwise fails to perform its obligations, the Portfolio may experience significant delays in obtaining any recovery in an insolvency, bankruptcy, or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances. If the credit rating of a derivatives counterparty or potential derivatives counterparty declines, SSgA may determine not to enter into transactions for the Portfolio with that counterparty in the future and/or to terminate any transactions currently outstanding between the Portfolio and that counterparty; alternatively, SSgA may in its discretion determine to enter into new transactions with that counterparty and/or to keep existing transactions in place, in which event the Portfolio would be subject to any increased credit risk associated with that counterparty. Credit Risk The ability, or perceived ability, of a debt security s issuer to make timely payments of interest and principal on the security will affect the value of the security. It is possible that the ability of an issuer to meet its obligations will decline substantially during the period when the Portfolio owns securities of that issuer or that the issuer will default on its obligations or that the obligations of the issuer on a security held by the Portfolio will be limited or restructured. An actual or perceived deterioration of the ability of an issuer to meet its obligations will likely have an adverse effect on the value of the issuer s securities. Credit risk is generally greater for investments issued at less than their face values requiring their issuers to make interest payments only at maturity rather than at intervals during the life of the investment. Credit rating agencies base their ratings on, among other things, the issuer s historical financial condition and the rating agencies investment analysis at the time of rating. The rating assigned to any particular investment does not necessarily reflect the issuer s current financial condition and does not reflect an assessment of an investment s volatility or liquidity. Although investment-grade investments generally lower credit risk than investments rated below investment grade, they may share some of the risks of lower-rated investments, including the possibility that the issuers may be unable to make timely payments of interest and principal and thus default. Securities rated in the lowest category of investment grade are considered to have speculative characteristics. If a security held by the Portfolio loses its rating or its rating is downgraded, the Portfolio may nonetheless continue to hold the security in the discretion of SSgA. When the Portfolio enters into a derivative transaction, it is exposed to the credit risk of its counterparty in that transaction. Custodial Risk There are risks involved in dealing with the custodians or brokers who hold the Portfolio s investments or settle the Portfolio s trades. It is possible that, in the event of the insolvency or bankruptcy of a custodian or broker, the Portfolio would be delayed or prevented from recovering its assets from the custodian or broker, or its estate, and may have only a general unsecured claim against the custodian or broker for those assets. In recent insolvencies of brokers or other financial institutions, the ability of certain customers to recover their assets from the insolvent s estate has been delayed, limited, or prevented, often unpredictably, and there is no assurance that any assets held by the Portfolio with a custodian or broker will be readily recoverable by the Portfolio. SSgA or an affiliate may serve as the custodian of the Portfolio. See Conflicts of Interest Risk. Debt Securities Risk Fixed-income securities and other income-producing securities are obligations of their issuers to make payments of principal and/or interest on future dates. Income-producing securities may also include preferred stocks, instruments with characteristics of both equity and debt instruments (such as convertible preferred stocks or equity-linked notes), or interests in income-producing trusts, such as income or royalty trusts. As interest rates rise, the values of a Portfolio s debt securities or other income-producing investments are likely to fall. This risk is generally greater for obligations with longer maturities. Debt securities and other income-producing securities also carry the risk that the issuer or the guarantor of a security will be unable or unwilling to make timely principal and/or interest payments or otherwise to honor its obligations. This risk is particularly pronounced for lower-quality, high-yielding debt securities. Lower-rated debt securities (commonly known as high-yield securities or junk bonds ) are considered to be of poor standing and predominantly speculative. Defensive Investing Risk In response to market, economic, political, or other conditions, the Portfolio may, but will not necessarily, depart from its principal investment strategies by temporarily investing for defensive purposes. If the Portfolio invests for defensive purposes, it may not achieve its investment objective. In addition, the defensive strategy may not work as intended. Derivatives Risk The Portfolio s use of derivative instruments involves risks different from, and possibly greater than, the risks associated with investing directly in securities and other more traditional investments. Derivatives are subject 2010 State Street Corporation - All Rights Reserved. 7
III. Selected Risk Factors (continued) to a number of risks, such as potential changes in value in response to interest rate changes or other market developments or as a result of changes in the counterparty s actual or perceived credit quality and the risk that a derivative transaction may not have the effect SSgA anticipated. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value of a derivative may not correlate perfectly with the asset, rate, or index underlying the derivative. Derivative transactions can create investment leverage and may be highly volatile. Use of derivatives other than for hedging purposes may be considered speculative. When the Portfolio invests in a derivative instrument, it could lose more than the amount of capital it invests. Many derivative transactions are entered into over the counter (not on an exchange or contract market); as a result, the value of such a derivative transaction will depend on the ability and the willingness of the Portfolio s counterparty to perform its obligations under the transaction. If the credit rating of a derivatives counterparty or potential derivatives counterparty declines, SSgA may determine not to enter into transactions for the Portfolio with that counterparty in the future and/or to terminate any transactions currently outstanding between the Portfolio and that counterparty; alternatively, SSgA may in its discretion determine to enter into new transactions with that counterparty and/or to keep existing transactions in place, in which event the Portfolio would be subject to any increased credit risk associated with that counterparty. A liquid secondary market may not always exist for the Portfolio s derivative positions at any time. Use of derivatives may increase the amount and timing of taxes payable by shareholders. The Portfolio may be entitled to receive collateral from a derivatives counterparty and any loss from the Portfolio s investments of that collateral would be for the account of the Portfolio and may result in losses to the Portfolio. Conversely, collateral posted by the Portfolio may be held by the derivatives counterparty, and in the event of a counterparty default, it is possible that the Portfolio may not be able to recover some or all of its collateral or it may experience a delay in doing so. Not all derivatives transactions are collateralized. Although the use of derivatives is intended to enhance the Portfolio s performance, it may instead reduce returns and increase volatility. Derivatives are subject to a number of risks, such as market risk, credit risk, counterparty risk, leveraging risk, commodities risk, and management risk. Recent legislation calls for new regulation of the derivatives markets. The extent and impact of that regulation are not yet fully known and may not be for some time. New regulation of derivatives may make them more costly, may limit their availability, or may otherwise adversely affect their value or performance. The absence of a central exchange or market for many derivatives transactions has led, in some instances, to difficulties in trading and valuation, especially in the event of market disruptions. Recent legislation will require many derivatives to be executed through a centralized exchange or regulated facility and be cleared through a regulated clearinghouse. The derivatives market could be disrupted or limited as a result, which could adversely affect the Portfolio. Moreover, the establishment of a centralized exchange or market for derivatives transactions may not result in derivatives being easier to trade or value and may result in a substantial increase in the cost of derivatives transactions. Extension Risk During periods of rising interest rates, the average life of certain types of securities may be extended because of slower-than-expected principal payments. This may lock in a below-market interest rate, increase the security s duration, and reduce the value of the security. Extension risk may be heightened during periods of adverse economic conditions generally, as payment rates decline due to higher unemployment levels and other factors. Financial Institution Risk Some instruments in which the Portfolio invests are issued or guaranteed by financial institutions, such as banks and brokers, or are collateralized by securities issued or guaranteed by financial institutions. Changes in the creditworthiness of any of these institutions may adversely affect the values of instruments held by the Portfolio. Adverse developments in the banking industry may cause the Portfolio to underperform portfolios that invest more broadly across different industries or have a smaller exposure to financial institutions. Geographic Concentration Risk Because the Portfolio may invest a relatively large percentage of its assets in issuers located in a single country, a small number of countries, or a particular geographic region, the Portfolio s performance could be closely tied to market, currency, or economic, political, or regulatory conditions and developments in those countries or that region, and could be more volatile than the performance of more geographically-diversified investments. Income Risk To the extent the Portfolio s income is based on short-term interest rates, which may fluctuate over short periods of time, income received by the Portfolio may decrease as a result of a decline in interest rates. Interest Rate Risk The values of bonds and other debt instruments usually rise and fall in response to changes in interest rates. Declining interest rates generally result in increases in the values of existing debt instruments, and rising interest rates generally result in declines in the values of existing debt instruments. Interest rate risk is generally greater for investments with longer durations or maturities. Some investments give the issuer the option to call or redeem an investment before its maturity date. If an issuer calls 2010 State Street Corporation - All Rights Reserved. 8
III. Selected Risk Factors (continued) or redeems an investment during a time of declining interest rates, the Portfolio might have to reinvest the proceeds in an investment offering a lower yield and therefore might not benefit from any increase in value as a result of declining interest rates. Adjustable rate instruments also generally increase or decrease in value in response to changes in interest rates, although generally to a lesser degree than fixed-income securities (depending, however, on the characteristics of the reset terms, including the index chosen, frequency of reset, and reset caps or floors, among other factors). When interest rates decline, the income received by the Portfolio may decline, and the Portfolio s yield may also decline. the effect of any increase or decrease in the value of the Portfolio s underlying assets or creates investment risk with respect to a larger base of assets than the Portfolio would otherwise have. Limited Investment Program Risk TThe Portfolio is not intended to be a complete investment program, but rather is intended for investment as part of a diversified investment portfolio. Investors should consult their own advisers as to the role of the Portfolio in their overall investment programs. Investment Risk Investment risk includes the possible loss of the entire amount of capital that you invest. Your investment in the Portfolio represents an indirect investment in the securities and other investments owned by the Portfolio. The values of these securities and investments may increase or decrease, at times rapidly and unexpectedly. Your investment in the Portfolio may at any point in the future be worth less than your original investment. Issuer Risk The values of securities may decline for a number of reasons which directly relate to the issuers, such as, for example, management performance, financial leverage, and reduced demand for the issuer s goods and services. Large Shareholder Risk To the extent a large proportion of the shares of the Portfolio are held by a small number of shareholders (or a single shareholder), the Portfolio is subject to the risk that these shareholders will purchase or redeem Portfolio shares in large amounts frequently or unexpectedly. These transactions could adversely affect the ability of the Portfolio to conduct its investment program. For example, they could force the Portfolio to sell portfolio securities or purchase portfolio securities unexpectedly and incur substantial transaction costs. The Portfolio may also tend to hold a larger proportion of its assets in cash in anticipation of large redemptions, and may hold large amounts in cash pending investment in securities, diluting shareholder returns. See Significant Withdrawal Risk, below. Leveraging Risk The Portfolio may be exposed to leveraging risk by, among other things, engaging in borrowing transactions, certain derivatives transactions, and other investment transactions such as when-issued, delayed-delivery, or forward commitment transactions. Securities lending transactions entered into by the Portfolio may also result in leverage. When the Portfolio engages in transactions that have a leveraging effect on the Portfolio s investment portfolio, the value of the Portfolio will be more volatile and all other risks will tend to be compounded. This is because leverage generally magnifies Liquidity Risk Certain investments and types of investments are subject to restrictions on resale, may trade in the over-the-counter market or in limited volume, or may not have an active trading market. Illiquid securities may trade at a discount from comparable, more liquid investments and may be subject to wide fluctuations in market value. It may be difficult for the Portfolio to value illiquid securities accurately. Also, the Portfolio may not be able to dispose of illiquid securities readily at a favorable time or price or at prices approximating those at which the Portfolio currently values them. Illiquid securities also may entail registration expenses and other transaction costs that are higher than those for liquid securities. In instances where the liquidity of the Portfolio's securities is restricted or compromised, SSgA has the ability and may deem it necessary to place restrictions or limit client redemptions from the Portfolio or alternatively to process client redemptions in-kind or partially in-kind or to delay or postpone payment of redemptions. Low Short-Term Interest Rate Risk As short-term interest rates approach 0%, the Portfolio may maintain substantial cash balances. The Portfolio typically does not receive any income from uninvested cash. In addition, if the Portfolio generates insufficient income to pay its expenses, it may not pay a daily dividend and may experience a negative rate of income. Management Risk The Portfolio is subject to management risk because it is an actively managed investment portfolio. SSgA s judgments about the attractiveness, relative value, or potential appreciation of a particular sector, security, commodity or investment strategy or as to a hedging strategy may prove to be incorrect, and there can be no assurance that they will produce the desired results. The Portfolio will be dependent to a substantial degree on the continued service of members of SSgA. In the event of the death, disability, or departure of any such individuals, or other changes in an investment management team, the performance of the Portfolio may be adversely impacted. 9
III. Selected Risk Factors (continued) Market Disruption and Geopolitical Risk The Portfolio is subject to the risk that geopolitical events will disrupt securities markets and adversely affect global economies and markets. War, terrorism, and related geopolitical events have led, and in the future may lead, to increased short-term market volatility and may have adverse long-term effects on U.S. and world economies and markets generally. Likewise, systemic market dislocations may be highly disruptive to economies and markets. Those events as well as other changes in foreign and domestic economic and political conditions also could adversely affect individual issuers or related groups of issuers, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of the Portfolio s investments. Continuing uncertainty as to the status of the Euro and the European Monetary Union (the EMU ) has created significant volatility in currency and financial markets generally. Any partial or complete dissolution of the EMU, or any continued uncertainty as to its status, could have significant adverse effects on currency and financial markets, and on the values of the Fund s portfolio investments. Market Risk Your investment in the Portfolio will be affected by general economic conditions such as prevailing economic growth, inflation, deflation and interest rates. For example, when economic growth slows, equity securities tend to decline in value; when interest rates rise, fixed income securities generally decline in value. Even if general economic conditions do not change, the value of your investment could decline if the particular industries, sectors, or companies in which the Portfolio invests do not perform well or are adversely affected by events. Mortgage-Related and Other Asset-Backed Securities Risk Mortgage-related securities represent a participation in, or are secured by, mortgage loans. Other asset-backed securities are typically structured like mortgage-related securities, but instead of mortgage loans or interests in mortgage loans, the underlying assets may include such items as motor vehicle installment sales or installment loan contracts, leases on various types of real and personal property, and receivables from credit card agreements. During periods of falling interest rates, mortgage-related and other asset-backed securities, which typically provide the issuer with the right to prepay the security prior to maturity, may be prepaid, which may result in the Portfolio having to reinvest the proceeds in other investments at lower interest rates. During periods of rising interest rates, the average life of mortgage-related and other asset-backed securities may extend because of slower-than expected principal payments. This may lock in a below market interest rate, increase the security s duration and volatility, and reduce the value of the security. As a result, mortgage-related and other asset-backed securities may have less potential for capital appreciation during periods of declining interest rates than other securities of comparable maturities, although they may have a similar risk of decline in market values during periods of rising interest rates. Prepayment rates are difficult to predict and the potential impact of prepayments on the value of a mortgage-related or other asset-backed security depends on the terms of the instrument and can result in significant volatility. The price of a mortgage-related or other asset-backed security also depends on the credit quality and adequacy of the underlying assets or collateral, if any. Defaults on the underlying assets, if any, may impair the value of a mortgage-related or other asset-backed security. For some asset-backed securities in which the Portfolio invests, such as those backed by credit card receivables, the underlying cash flows may not be supported by a security interest in a related asset. Moreover, the values of mortgage-related and other asset-backed securities may be substantially dependent on the servicing of the underlying asset pools, and are therefore subject to risks associated with the negligence or malfeasance by their servicers and to the credit risk of their servicers. In certain situations, the mishandling of related documentation may also affect the rights of securities holders in and to the underlying collateral, if any. Furthermore, there may be legal and practical limitations on the enforceability of any security interest granted with respect to underlying assets, or the value of the underlying assets, if any, may be insufficient if the issuer defaults. In a forward roll transaction, the Portfolio will sell a mortgage-related security to a bank or other permitted entity and simultaneously agree to purchase a similar security from the institution at a later date at an agreed upon price. The mortgage securities that are purchased will bear the same interest rate as those sold, but generally will be collateralized by different pools of mortgages with different prepayment histories than those sold. Risks of mortgage-related security rolls include: the risk of prepayment prior to maturity and the risk that the market value of the securities sold by the Portfolio may decline below the price at which the Portfolio is obligated to purchase the securities. Forward roll transactions may have the effect of creating investment leverage in the Portfolio. Municipal Obligations Risk The municipal securities market is volatile and can be significantly affected by adverse tax, legislative, or political changes and the financial condition of the issuers of municipal securities. Municipal obligations include revenue obligations. Revenue obligations are backed by the revenues generated from a specific project or facility and include industrial development bonds and private activity bonds. Private activity and industrial development bonds are dependent on the ability of the facility s user to meet its financial obligations and the value of any real or personal property pledged as security for such payment. Because many municipal securities are issued to finance projects relating to education, health care, transportation and utilities, conditions in those sectors can affect the overall municipal securities market. In addition, municipal securities backed by current or anticipated revenues from a specific project or specific asset can be negatively affected by the discontinuance of the taxation supporting the project or asset or the inability to collect revenues for the project or 10
III. Selected Risk Factors (continued) from assets. If the Internal Revenue Service determines the issuer of a municipal security has not complied with applicable tax requirements, interest from the security could become taxable and the security could decline in value. Municipal obligations may also be subject to prepayment risk and extension risk. Certain states and other governmental entities have experienced, and may continue to experience, extreme financial pressures in response to financial and economic and other factors, and may be, or be perceived to be, unable to meet all of their obligations under municipal bonds issued or guaranteed by them; such factors may result in substantial volatility in municipal securities markets. Portfolio Turnover Risk Portfolio turnover generally involves a number of direct and indirect costs and expenses to the Portfolio, including, for example, brokerage commissions, dealer mark-ups and bid/asked spreads, and transaction costs on the sale of securities and reinvestment in other securities. Such costs have the effect of reducing the Portfolio's investment return. Such sales may result in the realization of taxable capital gains, including short term capital gains. investment objective and strategy will entail significant risk of substantial volatility and loss. This may be especially true if the recent market dislocation is exacerbated by other events, such as the failures and near failures of significant financial institutions, dislocations in other investment or currency markets, corporate defaults, poor collateral performance or other extrinsic events. Although some governments and regulatory authorities, such as the U.S. federal government and the U.S. Federal Reserve and the governments and regulatory authorities of certain member countries of the European Union, have taken, and some others may take in the near future, actions to provide or arrange credit supports to financial institutions whose operations have been compromised by the current credit market dislocations and to restore liquidity and stability to the financial system in such jurisdictions, the implementation of such governmental interventions and their impact on both the credit markets generally and the Portfolio s investment program in particular are uncertain. Furthermore, U.S. Government intervention in particular might not be sufficient to stabilize the U.S. financial services sector and mitigate resulting volatility in the U.S. credit markets. As a result, the supply and price of the targeted portfolio investments of the Portfolio, and therefore the Portfolio s ability to achieve its investment objective, may be substantially impaired. Prepayment Risk Prepayment risk is the risk that an issuer will exercise its right to pay principal on an obligation held by the Portfolio earlier than expected or required. This may happen, for example, when there is a decline in interest rates and the obligors on mortgages or other assets underlying mortgagerelated or asset-backed securities increase the rates at which they prepay their obligations. Under these circumstances, the Portfolio may be unable to recoup all of its initial investment and may have to reinvest any amounts it receives in lower yielding securities. Repurchase Agreement Risk A repurchase agreement is an agreement to buy a security from a seller at one price and a simultaneous agreement to sell it back to the original seller at an agreed-upon price, typically representing the purchase price plus interest. Repurchase agreements may be viewed as loans made by the Portfolio which are collateralized by the securities subject to repurchase. The Portfolio s investment return on such transactions will depend on the counterparties willingness and ability to perform their obligations under the repurchase agreements. If the Portfolio s counterparty should default on its obligations and the Portfolio is delayed or prevented from recovering the collateral, or if the value of the collateral is insufficient, the Portfolio may realize a loss. The Portfolio may enter into repurchase agreement transactions with SSgA or its affiliates. See Conflict of Interest Risk. Recent Market Volatility; Government Intervention Risk Recent Market Volatility; Government Intervention Risk. The Portfolio s Risk of Investment in Other Pools If the Portfolio invests in another pooled investment vehicle, it is exposed to the risk that the other pool will not perform as expected. The Portfolio is exposed indirectly to all of the risks applicable to an investment in the other pool. The investment policies and limitations of the other pool may not be the same as those of the Portfolio; as a result, the Portfolio may be subject to additional or different risks, or may achieve a reduced investment return, as a result of its investment in another pool. The Portfolio bears its proportionate risk of the expenses of any pool in which it invests. Because SSgA may receive fees from the other pools in which the Portfolio may invest (applicable law, including ERISA, may limit SSgA' s ability to receive such fees in certain cases), SSgA has a financial incentive to invest the assets of the Portfolio in such other pools. See Conflicts of Interest Risk. Risk Associated with Maintaining a Stable Share Price The Portfolio attempts to maintain a stable net asset value of $1.00 per unit, and may rely on conventions such as amortized cost value pricing to do so. If the Portfolio seeks to maintain a stable net asset value using the amortized cost method of valuation (or other similar methodology), to the extent the aggregate market value of the Portfolio s assets varies substantially from the Portfolio s amortized cost valuation, the Portfolio may not be able to maintain a stable unit price of $1.00, or sales or redemptions by the Portfolio of its units based on amortized cost may be dilutive or accretive to certain investors. SSgA may at any time in its discretion cause the Portfolio to cease selling or redeeming units at $1.00 per unit, although the Portfolio may continue to sell units at $1.00 per unit even at times when the aggregate market value of the Portfolio s assets varies 11