State Street Bank and Trust Company SSgA S&P 500 Index Securities Lending Series Fund SSgA S&P 500 Index Non-Lending Series Fund Combined Financial

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1 Combined Financial Statements

2 Independent Auditor's Report To the Trustee of State Street Bank and Trust Company and State Street Bank and Trust Company We have audited the accompanying combined financial statements of State Street Bank and Trust Company SSgA S&P 500 Index Securities Lending Series Fund and State Street Bank and Trust Company ("the Fund"), which comprise the combined statement of assets and liabilities, including the combined schedule of investments as of, and the related combined statements of operations and of changes in net assets and the financial highlights for the year then ended. These financial statements and financial highlights are hereafter collectively referred to as "combined financial statements". Management's Responsibility for the Combined Financial Statements Management is responsible for the preparation and fair presentation of the combined financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on the combined financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Fund s preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of State Street Bank and Trust Company and State Street Bank and Trust Company SSgA S&P 500 Index Non-Lending Series Fund at, and the results of their operations and changes in their net assets and the financial highlights for the year then ended, in accordance with accounting principles generally accepted in the United States of America. April 10, 2015 PricewaterhouseCoopers LLP, 125 High Street, Boston, MA T: (617) , F: (617) ,

3 Combined Statement of Assets and Liabilities Assets Investments in securities, at value (including securities on loan of $441,503,866) $ 72,396,228,579 (cost $41,512,103,306) Investment in State Street Cash Collateral Fund (cost $429,621,937) 429,621,937 Cash 257,934 Receivable for Fund units issued 664,610,909 Receivable for investments sold 98,967,104 Dividends receivable 94,787,133 Interest receivable 175,423 Total assets 73,684,649,019 Liabilities Payable for collateral on securities loaned 429,621,937 Payable for Fund units redeemed 794,705,644 Variation margin payable 16,684,381 Accrued expenses 1,526,436 Total liabilities 1,242,538,398 Net Assets, at value $ 72,442,110,621 2

4 Combined Statement of Assets and Liabilities (continued) Lending Fund - Class I (23,144,697 units outstanding, at $ per unit net asset value) $ 10,777,048,874 - Class II (18,790,753 units outstanding, at $43.02 per unit net asset value) 808,420,394 - Class III (8,397,929 units outstanding, at $43.76 per unit net asset value) 367,496,928 - Class IV (4,392,611 units outstanding, at $43.80 per unit net asset value) 192,417,904 - Class V (1,008,174 units outstanding, at $21.93 per unit net asset value) 22,112,882 - Class VI (4,007,300 units outstanding, at $15.88 per unit net asset value) 63,619,213 - Class VII (4,987,910 units outstanding, at $15.84 per unit net asset value) 79,018,462 - Class VIII (8,474,825 units outstanding, at $16.38 per unit net asset value) 138,805,230 - Class IX (72,727,945 units outstanding, at $15.73 per unit net asset value) 1,143,735,399 - Class XII (1,315,153 units outstanding, at $43.06 per unit net asset value) 56,632,226 - Class F (1,288,089 units outstanding, at $ per unit net asset value) 578,469,775 - Class GM-A (9,154,678 units outstanding, at $65.95 per unit net asset value) 603,718,640 - Class GM-M (16,850,814 units outstanding, at $65.94 per unit net asset value) 1,111,116,958 - Class H (4,485,539 units outstanding, at $21.91 per unit net asset value) 98,287,015 - Class L (608,189 units outstanding, at $64.26 per unit net asset value) 39,082,648 $ 16,079,982,548 3

5 Combined Statement of Assets and Liabilities (continued) Non-Lending Fund - Class A (1,201,000,310 units outstanding, at $37.77 per unit net asset value) $ 45,361,965,914 - Class C (30,800,463 units outstanding, at $43.01 per unit net asset value) 1,324,759,769 - Class D (18,475,035 units outstanding, at $18.93 per unit net asset value) 349,762,987 - Class E (43,665,440 units outstanding, at $17.98 per unit net asset value) 785,314,306 - Class K (238,654,221 units outstanding, at $16.53 per unit net asset value) 3,946,140,518 - Class N (106,698,378 units outstanding, at $43.06 per unit net asset value) 4,594,184,579 $ 56,362,128,073 $ 72,442,110,621 4

6 Combined Statement of Operations Year Ended Investment income Dividends $ 1,349,416,986 Interest 2,176,549 Securities lending fee income (net of related expenses), allocated to the Lending Fund 849,159 Total investment income 1,352,442,694 Expenses Management 5,371,694 Administrative service fee 9,691,826 Administration 1,741,884 Audit 83,200 Other 13,555 Total expenses 16,902,159 Net investment income (loss) 1,335,540,535 Net realized and unrealized gain (loss): Net realized gain (loss): Investments 1,086,674,830 Futures contracts 207,765,055 1,294,439,885 Net change in unrealized appreciation (depreciation): Investments 5,990,197,877 Futures contracts (30,987,737) 5,959,210,140 Net realized and unrealized gain (loss) 7,253,650,025 Net increase (decrease) in net assets resulting from operations $ 8,589,190,560 5

7 Combined Statement of Changes in Net Assets Year Ended From operations Net investment income (loss) $ 1,335,540,535 Net realized gain (loss) 1,294,439,885 Net change in unrealized appreciation (depreciation) 5,959,210,140 Net increase (decrease) in net assets resulting from operations 8,589,190,560 Net increase (decrease) in net assets resulting from participant transactions 2,545,906,171 Net increase (decrease) in net assets 11,135,096,731 Net Assets Beginning of year 61,307,013,890 End of year $ 72,442,110,621 6

8 Combined Statement of Changes in Net Assets (continued) Year Ended Units Amount Units of Participation Participant transactions for the Fund were as follows: Lending Fund Class I Units issued 4,644,385 $ 2,008,631,907 Units redeemed (8,164,859) (3,591,847,765) (3,520,474) (1,583,215,858) Class II Units issued 5,862,334 $ 236,820,575 Units redeemed (12,479,265) (499,251,561) (6,616,931) (262,430,986) Class III Units issued 1,527,983 $ 62,012,591 Units redeemed (2,467,398) (98,390,246) (939,415) (36,377,655) Class IV Units issued 1,510,557 $ 59,439,937 Units redeemed (2,848,781) (116,887,003) (1,338,224) (57,447,066) Class V Units issued 131,049 $ 2,705,623 Units redeemed (442,557) (9,071,268) (311,508) (6,365,645) Class VI Units issued 1,463,149 $ 21,500,251 Units redeemed (2,530,316) (38,062,110) (1,067,167) (16,561,859) Class VII Units issued 1,616,414 $ 23,906,815 Units redeemed (486,402) (7,180,975) 1,130,012 16,725,840 Class VIII Units issued 2,219,530 $ 33,218,943 Units redeemed (1,661,552) (25,287,881) 557,978 7,931,062 7

9 Combined Statement of Changes in Net Assets (continued) Year Ended Units Amount Class IX Units issued 9,518,528 $ 138,260,339 Units redeemed (9,278,632) (137,348,370) 239, ,969 Class XII Units issued 408,164 $ 16,115,904 Units redeemed (5,041,237) (193,641,386) (4,633,073) (177,525,482) Class F Units issued 278,225 $ 115,194,591 Units redeemed (460,240) (193,410,080) (182,015) (78,215,489) Class GM-A Units issued 308,089 $ 18,964,673 Units redeemed (778,580) (47,232,132) (470,491) (28,267,459) Class GM-M Units issued 1,451,772 $ 88,941,120 Units redeemed (1,477,810) (89,751,559) (26,038) (810,439) Class H Units issued 1,079,072 $ 22,047,120 Units redeemed (688,381) (14,067,244) 390,691 7,979,876 Class L Units issued 162,563 $ 9,519,006 Units redeemed (1,022,938) (60,261,358) (860,375) (50,742,352) (2,264,411,543) 8

10 Combined Statement of Changes in Net Assets (continued) Year Ended Units Amount Non-Lending Fund Class A Units issued 294,911,207 $ 10,400,122,564 Units redeemed (207,639,230) (7,279,330,122) 87,271,977 3,120,792,442 Class C Units issued 8,342,885 $ 334,090,275 Units redeemed (6,649,340) (263,627,927) 1,693,545 70,462,348 Class D Units issued 9,500,633 $ 166,881,024 Units redeemed (8,437,933) (149,099,352) 1,062,700 17,781,672 Class E Units issued 12,494,452 $ 211,295,150 Units redeemed (14,524,979) (243,412,890) (2,030,527) (32,117,740) Class K Units issued 99,113,061 $ 1,496,182,967 Units redeemed (45,011,000) (688,096,627) 54,102, ,086,340 Class N Units issued 43,634,062 $ 1,739,860,412 Units redeemed (22,864,841) (914,547,760) 20,769, ,312,652 4,810,317,714 Net increase (decrease) $ 2,545,906,171 9

11 - Class I Financial Highlights Year Ended (For a Unit of Participation Outstanding Throughout the Year) Selected Per Unit Data Net asset value, beginning of year $ Net investment income (loss) Net realized and unrealized gain (loss) Total from investment operations Net asset value, end of year $ Total return (%) Ratios to Average Net Assets 3 Ratio of expenses (%) 4, Ratio of net investment income (loss) (%) Net investment income (loss) per unit has been calculated based upon an average of daily units outstanding. Calculation is based on the value of a single unit of participation outstanding throughout the year. It represents the percentage change in the net asset value per unit between the beginning and end of the year. The calculation includes only those expenses charged directly to the Class. The result may be reduced by any administrative or other fees which are incurred in the management or maintenance of individual participant accounts. Calculations include only those expenses charged directly to the Fund (direct expenses) and do not include expenses charged to the funds in which the Fund invests (indirect expenses). Please refer to the Additional Expense Information in the accompanying notes for further disclosures regarding expenses. Zero amounts represent those which are less than $0.005 or 0.005% or ($0.005) or (0.005%) if negative. 10

12 - Class II Financial Highlights Year Ended (For a Unit of Participation Outstanding Throughout the Year) Selected Per Unit Data Net asset value, beginning of year $ Net investment income (loss) Net realized and unrealized gain (loss) 4.37 Total from investment operations 5.16 Net asset value, end of year $ Total return (%) Ratios to Average Net Assets 3 Ratio of expenses (%) Ratio of net investment income (loss) (%) Net investment income (loss) per unit has been calculated based upon an average of daily units outstanding. Calculation is based on the value of a single unit of participation outstanding throughout the year. It represents the percentage change in the net asset value per unit between the beginning and end of the year. The calculation includes only those expenses charged directly to the Class. The result may be reduced by any administrative or other fees which are incurred in the management or maintenance of individual participant accounts. Calculations include only those expenses charged directly to the Fund (direct expenses) and do not include expenses charged to the funds in which the Fund invests (indirect expenses). Please refer to the Additional Expense Information in the accompanying notes for further disclosures regarding expenses. 11

13 - Class III Financial Highlights Year Ended (For a Unit of Participation Outstanding Throughout the Year) Selected Per Unit Data Net asset value, beginning of year $ Net investment income (loss) Net realized and unrealized gain (loss) 4.44 Total from investment operations 5.21 Net asset value, end of year $ Total return (%) Ratios to Average Net Assets 3 Ratio of expenses (%) Ratio of net investment income (loss) (%) Net investment income (loss) per unit has been calculated based upon an average of daily units outstanding. Calculation is based on the value of a single unit of participation outstanding throughout the year. It represents the percentage change in the net asset value per unit between the beginning and end of the year. The calculation includes only those expenses charged directly to the Class. The result may be reduced by any administrative or other fees which are incurred in the management or maintenance of individual participant accounts. Calculations include only those expenses charged directly to the Fund (direct expenses) and do not include expenses charged to the funds in which the Fund invests (indirect expenses). Please refer to the Additional Expense Information in the accompanying notes for further disclosures regarding expenses. 12

14 - Class IV Financial Highlights Year Ended (For a Unit of Participation Outstanding Throughout the Year) Selected Per Unit Data Net asset value, beginning of year $ Net investment income (loss) Net realized and unrealized gain (loss) 4.44 Total from investment operations 5.22 Net asset value, end of year $ Total return (%) Ratios to Average Net Assets 3 Ratio of expenses (%) Ratio of net investment income (loss) (%) Net investment income (loss) per unit has been calculated based upon an average of daily units outstanding. Calculation is based on the value of a single unit of participation outstanding throughout the year. It represents the percentage change in the net asset value per unit between the beginning and end of the year. The calculation includes only those expenses charged directly to the Class. The result may be reduced by any administrative or other fees which are incurred in the management or maintenance of individual participant accounts. Calculations include only those expenses charged directly to the Fund (direct expenses) and do not include expenses charged to the funds in which the Fund invests (indirect expenses). Please refer to the Additional Expense Information in the accompanying notes for further disclosures regarding expenses. 13

15 - Class V Financial Highlights Year Ended (For a Unit of Participation Outstanding Throughout the Year) Selected Per Unit Data Net asset value, beginning of year $ Net investment income (loss) Net realized and unrealized gain (loss) 2.23 Total from investment operations 2.54 Net asset value, end of year $ Total return (%) Ratios to Average Net Assets 3 Ratio of expenses (%) Ratio of net investment income (loss) (%) Net investment income (loss) per unit has been calculated based upon an average of daily units outstanding. Calculation is based on the value of a single unit of participation outstanding throughout the year. It represents the percentage change in the net asset value per unit between the beginning and end of the year. The calculation includes only those expenses charged directly to the Class. The result may be reduced by any administrative or other fees which are incurred in the management or maintenance of individual participant accounts. Calculations include only those expenses charged directly to the Fund (direct expenses) and do not include expenses charged to the funds in which the Fund invests (indirect expenses). Please refer to the Additional Expense Information in the accompanying notes for further disclosures regarding expenses. 14

16 - Class VI Financial Highlights Year Ended (For a Unit of Participation Outstanding Throughout the Year) Selected Per Unit Data Net asset value, beginning of year $ Net investment income (loss) Net realized and unrealized gain (loss) 1.62 Total from investment operations 1.90 Net asset value, end of year $ Total return (%) Ratios to Average Net Assets 3 Ratio of expenses (%) Ratio of net investment income (loss) (%) Net investment income (loss) per unit has been calculated based upon an average of daily units outstanding. Calculation is based on the value of a single unit of participation outstanding throughout the year. It represents the percentage change in the net asset value per unit between the beginning and end of the year. The calculation includes only those expenses charged directly to the Class. The result may be reduced by any administrative or other fees which are incurred in the management or maintenance of individual participant accounts. Calculations include only those expenses charged directly to the Fund (direct expenses) and do not include expenses charged to the funds in which the Fund invests (indirect expenses). Please refer to the Additional Expense Information in the accompanying notes for further disclosures regarding expenses. 15

17 - Class VII Financial Highlights Year Ended (For a Unit of Participation Outstanding Throughout the Year) Selected Per Unit Data Net asset value, beginning of year $ Net investment income (loss) Net realized and unrealized gain (loss) 1.61 Total from investment operations 1.88 Net asset value, end of year $ Total return (%) Ratios to Average Net Assets 3 Ratio of expenses (%) Ratio of net investment income (loss) (%) Net investment income (loss) per unit has been calculated based upon an average of daily units outstanding. Calculation is based on the value of a single unit of participation outstanding throughout the year. It represents the percentage change in the net asset value per unit between the beginning and end of the year. The calculation includes only those expenses charged directly to the Class. The result may be reduced by any administrative or other fees which are incurred in the management or maintenance of individual participant accounts. Calculations include only those expenses charged directly to the Fund (direct expenses) and do not include expenses charged to the funds in which the Fund invests (indirect expenses). Please refer to the Additional Expense Information in the accompanying notes for further disclosures regarding expenses. 16

18 - Class VIII Financial Highlights Year Ended (For a Unit of Participation Outstanding Throughout the Year) Selected Per Unit Data Net asset value, beginning of year $ Net investment income (loss) Net realized and unrealized gain (loss) 1.66 Total from investment operations 1.92 Net asset value, end of year $ Total return (%) Ratios to Average Net Assets 3 Ratio of expenses (%) Ratio of net investment income (loss) (%) Net investment income (loss) per unit has been calculated based upon an average of daily units outstanding. Calculation is based on the value of a single unit of participation outstanding throughout the year. It represents the percentage change in the net asset value per unit between the beginning and end of the year. The calculation includes only those expenses charged directly to the Class. The result may be reduced by any administrative or other fees which are incurred in the management or maintenance of individual participant accounts. Calculations include only those expenses charged directly to the Fund (direct expenses) and do not include expenses charged to the funds in which the Fund invests (indirect expenses). Please refer to the Additional Expense Information in the accompanying notes for further disclosures regarding expenses. 17

19 - Class IX Financial Highlights Year Ended (For a Unit of Participation Outstanding Throughout the Year) Selected Per Unit Data Net asset value, beginning of year $ Net investment income (loss) Net realized and unrealized gain (loss) 1.60 Total from investment operations 1.80 Net asset value, end of year $ Total return (%) Ratios to Average Net Assets 3 Ratio of expenses (%) Ratio of net investment income (loss) (%) Net investment income (loss) per unit has been calculated based upon an average of daily units outstanding. Calculation is based on the value of a single unit of participation outstanding throughout the year. It represents the percentage change in the net asset value per unit between the beginning and end of the year. The calculation includes only those expenses charged directly to the Class. The result may be reduced by any administrative or other fees which are incurred in the management or maintenance of individual participant accounts. Calculations include only those expenses charged directly to the Fund (direct expenses) and do not include expenses charged to the funds in which the Fund invests (indirect expenses). Please refer to the Additional Expense Information in the accompanying notes for further disclosures regarding expenses. 18

20 - Class XII Financial Highlights Year Ended (For a Unit of Participation Outstanding Throughout the Year) Selected Per Unit Data Net asset value, beginning of year $ Net investment income (loss) Net realized and unrealized gain (loss) 4.39 Total from investment operations 5.17 Net asset value, end of year $ Total return (%) Ratios to Average Net Assets 3 Ratio of expenses (%) Ratio of net investment income (loss) (%) Net investment income (loss) per unit has been calculated based upon an average of daily units outstanding. Calculation is based on the value of a single unit of participation outstanding throughout the year. It represents the percentage change in the net asset value per unit between the beginning and end of the year. The calculation includes only those expenses charged directly to the Class. The result may be reduced by any administrative or other fees which are incurred in the management or maintenance of individual participant accounts. Calculations include only those expenses charged directly to the Fund (direct expenses) and do not include expenses charged to the funds in which the Fund invests (indirect expenses). Please refer to the Additional Expense Information in the accompanying notes for further disclosures regarding expenses. 19

21 - Class F Financial Highlights Year Ended (For a Unit of Participation Outstanding Throughout the Year) Selected Per Unit Data Net asset value, beginning of year $ Net investment income (loss) Net realized and unrealized gain (loss) Total from investment operations Net asset value, end of year $ Total return (%) Ratios to Average Net Assets 3 Ratio of expenses (%) Ratio of net investment income (loss) (%) Net investment income (loss) per unit has been calculated based upon an average of daily units outstanding. Calculation is based on the value of a single unit of participation outstanding throughout the year. It represents the percentage change in the net asset value per unit between the beginning and end of the year. The calculation includes only those expenses charged directly to the Class. The result may be reduced by any administrative or other fees which are incurred in the management or maintenance of individual participant accounts. Calculations include only those expenses charged directly to the Fund (direct expenses) and do not include expenses charged to the funds in which the Fund invests (indirect expenses). Please refer to the Additional Expense Information in the accompanying notes for further disclosures regarding expenses. 20

22 - Class GM-A Financial Highlights Year Ended (For a Unit of Participation Outstanding Throughout the Year) Selected Per Unit Data Net asset value, beginning of year $ Net investment income (loss) Net realized and unrealized gain (loss) 6.69 Total from investment operations 7.94 Net asset value, end of year $ Total return (%) Ratios to Average Net Assets 3 Ratio of expenses (%) 4, Ratio of net investment income (loss) (%) Net investment income (loss) per unit has been calculated based upon an average of daily units outstanding. Calculation is based on the value of a single unit of participation outstanding throughout the year. It represents the percentage change in the net asset value per unit between the beginning and end of the year. The calculation includes only those expenses charged directly to the Class. The result may be reduced by any administrative or other fees which are incurred in the management or maintenance of individual participant accounts. Calculations include only those expenses charged directly to the Fund (direct expenses) and do not include expenses charged to the funds in which the Fund invests (indirect expenses). Please refer to the Additional Expense Information in the accompanying notes for further disclosures regarding expenses. Zero amounts represent those which are less than $0.005 or 0.005% or ($0.005) or (0.005%) if negative. 21

23 - Class GM-M Financial Highlights Year Ended (For a Unit of Participation Outstanding Throughout the Year) Selected Per Unit Data Net asset value, beginning of year $ Net investment income (loss) Net realized and unrealized gain (loss) 6.69 Total from investment operations 7.94 Net asset value, end of year $ Total return (%) Ratios to Average Net Assets 3 Ratio of expenses (%) 4, Ratio of net investment income (loss) (%) Net investment income (loss) per unit has been calculated based upon an average of daily units outstanding. Calculation is based on the value of a single unit of participation outstanding throughout the year. It represents the percentage change in the net asset value per unit between the beginning and end of the year. The calculation includes only those expenses charged directly to the Class. The result may be reduced by any administrative or other fees which are incurred in the management or maintenance of individual participant accounts. Calculations include only those expenses charged directly to the Fund (direct expenses) and do not include expenses charged to the funds in which the Fund invests (indirect expenses). Please refer to the Additional Expense Information in the accompanying notes for further disclosures regarding expenses. Zero amounts represent those which are less than $0.005 or 0.005% or ($0.005) or (0.005%) if negative. 22

24 - Class H Financial Highlights Year Ended (For a Unit of Participation Outstanding Throughout the Year) Selected Per Unit Data Net asset value, beginning of year $ Net investment income (loss) Net realized and unrealized gain (loss) 2.22 Total from investment operations 2.53 Net asset value, end of year $ Total return (%) Ratios to Average Net Assets 3 Ratio of expenses (%) Ratio of net investment income (loss) (%) Net investment income (loss) per unit has been calculated based upon an average of daily units outstanding. Calculation is based on the value of a single unit of participation outstanding throughout the year. It represents the percentage change in the net asset value per unit between the beginning and end of the year. The calculation includes only those expenses charged directly to the Class. The result may be reduced by any administrative or other fees which are incurred in the management or maintenance of individual participant accounts. Calculations include only those expenses charged directly to the Fund (direct expenses) and do not include expenses charged to the funds in which the Fund invests (indirect expenses). Please refer to the Additional Expense Information in the accompanying notes for further disclosures regarding expenses. 23

25 - Class L Financial Highlights Year Ended (For a Unit of Participation Outstanding Throughout the Year) Selected Per Unit Data Net asset value, beginning of year $ Net investment income (loss) Net realized and unrealized gain (loss) 6.53 Total from investment operations 7.62 Net asset value, end of year $ Total return (%) Ratios to Average Net Assets 3 Ratio of expenses (%) Ratio of net investment income (loss) (%) Net investment income (loss) per unit has been calculated based upon an average of daily units outstanding. Calculation is based on the value of a single unit of participation outstanding throughout the year. It represents the percentage change in the net asset value per unit between the beginning and end of the year. The calculation includes only those expenses charged directly to the Class. The result may be reduced by any administrative or other fees which are incurred in the management or maintenance of individual participant accounts. Calculations include only those expenses charged directly to the Fund (direct expenses) and do not include expenses charged to the funds in which the Fund invests (indirect expenses). Please refer to the Additional Expense Information in the accompanying notes for further disclosures regarding expenses. 24

26 - Class A Financial Highlights Year Ended (For a Unit of Participation Outstanding Throughout the Year) Selected Per Unit Data Net asset value, beginning of year $ Net investment income (loss) Net realized and unrealized gain (loss) 3.82 Total from investment operations 4.54 Net asset value, end of year $ Total return (%) Ratios to Average Net Assets 3 Ratio of expenses (%) 4, Ratio of net investment income (loss) (%) Net investment income (loss) per unit has been calculated based upon an average of daily units outstanding. Calculation is based on the value of a single unit of participation outstanding throughout the year. It represents the percentage change in the net asset value per unit between the beginning and end of the year. The calculation includes only those expenses charged directly to the Class. The result may be reduced by any administrative or other fees which are incurred in the management or maintenance of individual participant accounts. Calculations include only those expenses charged directly to the Fund (direct expenses) and do not include expenses charged to the funds in which the Fund invests (indirect expenses). Please refer to the Additional Expense Information in the accompanying notes for further disclosures regarding expenses. Zero amounts represent those which are less than $0.005 or 0.005% or ($0.005) or (0.005%) if negative. 25

27 - Class C Financial Highlights Year Ended (For a Unit of Participation Outstanding Throughout the Year) Selected Per Unit Data Net asset value, beginning of year $ Net investment income (loss) Net realized and unrealized gain (loss) 4.36 Total from investment operations 5.16 Net asset value, end of year $ Total return (%) Ratios to Average Net Assets 3 Ratio of expenses (%) Ratio of net investment income (loss) (%) Net investment income (loss) per unit has been calculated based upon an average of daily units outstanding. Calculation is based on the value of a single unit of participation outstanding throughout the year. It represents the percentage change in the net asset value per unit between the beginning and end of the year. The calculation includes only those expenses charged directly to the Class. The result may be reduced by any administrative or other fees which are incurred in the management or maintenance of individual participant accounts. Calculations include only those expenses charged directly to the Fund (direct expenses) and do not include expenses charged to the funds in which the Fund invests (indirect expenses). Please refer to the Additional Expense Information in the accompanying notes for further disclosures regarding expenses. 26

28 - Class D Financial Highlights Year Ended (For a Unit of Participation Outstanding Throughout the Year) Selected Per Unit Data Net asset value, beginning of year $ Net investment income (loss) Net realized and unrealized gain (loss) 1.92 Total from investment operations 2.23 Net asset value, end of year $ Total return (%) Ratios to Average Net Assets 3 Ratio of expenses (%) Ratio of net investment income (loss) (%) Net investment income (loss) per unit has been calculated based upon an average of daily units outstanding. Calculation is based on the value of a single unit of participation outstanding throughout the year. It represents the percentage change in the net asset value per unit between the beginning and end of the year. The calculation includes only those expenses charged directly to the Class. The result may be reduced by any administrative or other fees which are incurred in the management or maintenance of individual participant accounts. Calculations include only those expenses charged directly to the Fund (direct expenses) and do not include expenses charged to the funds in which the Fund invests (indirect expenses). Please refer to the Additional Expense Information in the accompanying notes for further disclosures regarding expenses. 27

29 - Class E Financial Highlights Year Ended (For a Unit of Participation Outstanding Throughout the Year) Selected Per Unit Data Net asset value, beginning of year $ Net investment income (loss) Net realized and unrealized gain (loss) 1.82 Total from investment operations 2.14 Net asset value, end of year $ Total return (%) Ratios to Average Net Assets 3 Ratio of expenses (%) Ratio of net investment income (loss) (%) Net investment income (loss) per unit has been calculated based upon an average of daily units outstanding. Calculation is based on the value of a single unit of participation outstanding throughout the year. It represents the percentage change in the net asset value per unit between the beginning and end of the year. The calculation includes only those expenses charged directly to the Class. The result may be reduced by any administrative or other fees which are incurred in the management or maintenance of individual participant accounts. Calculations include only those expenses charged directly to the Fund (direct expenses) and do not include expenses charged to the funds in which the Fund invests (indirect expenses). Please refer to the Additional Expense Information in the accompanying notes for further disclosures regarding expenses. 28

30 - Class K Financial Highlights Year Ended (For a Unit of Participation Outstanding Throughout the Year) Selected Per Unit Data Net asset value, beginning of year $ Net investment income (loss) Net realized and unrealized gain (loss) 1.67 Total from investment operations 1.98 Net asset value, end of year $ Total return (%) Ratios to Average Net Assets 3 Ratio of expenses (%) Ratio of net investment income (loss) (%) Net investment income (loss) per unit has been calculated based upon an average of daily units outstanding. Calculation is based on the value of a single unit of participation outstanding throughout the year. It represents the percentage change in the net asset value per unit between the beginning and end of the year. The calculation includes only those expenses charged directly to the Class. The result may be reduced by any administrative or other fees which are incurred in the management or maintenance of individual participant accounts. Calculations include only those expenses charged directly to the Fund (direct expenses) and do not include expenses charged to the funds in which the Fund invests (indirect expenses). Please refer to the Additional Expense Information in the accompanying notes for further disclosures regarding expenses. 29

31 - Class N Financial Highlights Year Ended (For a Unit of Participation Outstanding Throughout the Year) Selected Per Unit Data Net asset value, beginning of year $ Net investment income (loss) Net realized and unrealized gain (loss) 4.37 Total from investment operations 5.18 Net asset value, end of year $ Total return (%) Ratios to Average Net Assets 3 Ratio of expenses (%) Ratio of net investment income (loss) (%) Net investment income (loss) per unit has been calculated based upon an average of daily units outstanding. Calculation is based on the value of a single unit of participation outstanding throughout the year. It represents the percentage change in the net asset value per unit between the beginning and end of the year. The calculation includes only those expenses charged directly to the Class. The result may be reduced by any administrative or other fees which are incurred in the management or maintenance of individual participant accounts. Calculations include only those expenses charged directly to the Fund (direct expenses) and do not include expenses charged to the funds in which the Fund invests (indirect expenses). Please refer to the Additional Expense Information in the accompanying notes for further disclosures regarding expenses. 30

32 Combined Schedule of Investments (showing percentage of total value of investments) Common Stock % (unless otherwise noted) Shares Value ($) Advertising - 0.2% Alliance Data Systems Corp. 246,466 70,501,599 Interpublic Group of Companies Inc. 1,649,971 34,269,898 Omnicom Group Inc. 980,468 75,956, ,728,353 Aerospace/Defense - 2.0% Boeing Co. 2,577, ,977,047 General Dynamics Corp. 1,225, ,672,990 L-3 Communications Holdings Inc. 335,366 42,326,543 Lockheed Martin Corp. 1,039, ,143,200 Northrop Grumman Corp. 802, ,207,075 Raytheon Co. 1,198, ,650,723 Rockwell Collins Inc. 517,012 43,677,174 United Technologies Corp. 3,299, ,457,105 1,417,111,857 Agriculture - 1.6% Altria Group Inc. 7,685, ,681,189 Archer-Daniels-Midland Co. 2,489, ,467,988 Lorillard Inc. 1,390,948 87,546,267 Philip Morris International Inc. 6,044, ,294,959 Reynolds American Inc. 1,193,461 76,703,738 1,164,694,141 Airlines - 0.4% Delta Air Lines Inc. 3,265, ,650,064 Southwest Airlines Co. 2,634, ,472, ,122,468 Apparel - 0.7% Michael Kors Holdings Ltd. 803,683 60,356,593 NIKE Inc. 2,712, ,821,682 Ralph Lauren Corp. 235,950 43,688,502 Under Armour Inc. 633,800 43,035,020 VF Corp. 1,332,306 99,789, ,691,516 31

33 Combined Schedule of Investments (showing percentage of total value of investments) Common Stock % (unless otherwise noted) Shares Value ($) Auto Manufacturers - 0.7% Ford Motor Co. 15,005, ,592,613 General Motors Co. 5,267, ,878,860 PACCAR Inc. 1,365,754 92,884, ,356,403 Auto Parts & Equipment - 0.4% BorgWarner Inc. 887,543 48,770,488 Delphi Automotive PLC 1,152,947 83,842,306 Goodyear Tire & Rubber Co. 1,054,012 30,113,123 Johnson Controls Inc. 2,586, ,029, ,755,538 Banks - 7.7% Bank of America Corp. 41,042, ,257,714 Bank of New York Mellon Corp. 4,357, ,776,756 BB&T Corp. 2,811, ,333,363 Capital One Financial Corp. 2,162, ,545,992 Citigroup Inc. 11,823, ,783,816 Comerica Inc. 709,784 33,246,283 Fifth Third Bancorp 3,217,645 65,559,517 Goldman Sachs Group Inc. 1,585, ,378,909 Huntington Bancshares Inc. 3,260,363 34,299,019 JPMorgan Chase & Co. 14,589, ,017,481 KeyCorp. 3,376,227 46,929,555 M&T Bank Corp. 507,902 63,802,649 Morgan Stanley 5,959, ,212,382 Northern Trust Corp. 855,680 57,672,832 PNC Financial Services Group Inc. 2,052, ,252,586 Regions Financial Corp. 5,327,757 56,261,114 State Street Corp. 1 1,633, ,230,692 SunTrust Banks Inc. 2,060,439 86,332,394 US Bancorp 6,973, ,477,255 Wells Fargo & Co. 18,403,155 1,008,860,957 Zions Bancorporation 794,239 22,643,754 5,394,875,020 32

34 Combined Schedule of Investments (showing percentage of total value of investments) Common Stock % (unless otherwise noted) Shares Value ($) Beverages - 2.2% Brown-Forman Corp. 610,796 53,652,321 Coca-Cola Co. 15,337, ,528,393 Coca-Cola Enterprises Inc. 886,199 39,187,720 Constellation Brands Inc. 641,364 62,962,704 Dr Pepper Snapple Group Inc. 751,321 53,854,689 Keurig Green Mountain Inc. 471,638 62,442,513 Molson Coors Brewing Co. 614,008 45,755,876 Monster Beverage Corp. 562,703 60,968,870 PepsiCo. Inc. 5,817, ,076,134 1,576,429,220 Biotechnology - 2.8% Alexion Pharmaceuticals Inc. 771, ,782,840 Amgen Inc. 2,963, ,087,454 Biogen Idec Inc.920, ,477,303 Celgene Corp. 3,117, ,687,755 Gilead Sciences Inc. 5,888, ,042,281 Regeneron Pharmaceuticals Inc. 289, ,803,067 Vertex Pharmaceuticals Inc. 938, ,529,559 2,061,410,259 Building Materials - 0.1% Martin Marietta Materials Inc. 237,500 26,201,000 Masco Corp. 1,374,811 34,645,237 Vulcan Materials Co. 501,607 32,970,628 93,816,865 Chemicals - 2.3% Air Products & Chemicals Inc. 750, ,281,682 Airgas Inc. 257,474 29,655,855 CF Industries Holdings Inc. 188,431 51,354,985 Dow Chemical Co. 4,329, ,484,869 Eastman Chemical Co. 579,434 43,955,863 Ecolab Inc. 1,054, ,191,046 EI du Pont de Nemours & Co. 3,525, ,697,060 FMC Corp. 517,208 29,496,372 International Flavors & Fragrances Inc. 313,045 31,730,241 33

35 Combined Schedule of Investments (showing percentage of total value of investments) Common Stock % (unless otherwise noted) Shares Value ($) LyondellBasell Industries NV 1,642, ,398,869 Monsanto Co. 1,889, ,718,136 Mosaic Co. 1,200,686 54,811,316 PPG Industries Inc. 531, ,760,298 Praxair Inc. 1,126, ,980,434 Sherwin-Williams Co. 321,958 84,687,832 Sigma-Aldrich Corp. 463,290 63,595,818 1,690,800,676 Coal - 0.0% Consol Energy Inc. 902,700 30,520,287 Commercial Services - 2.0% ADT Corp. 671,506 24,328,662 Automatic Data Processing Inc. 1,872, ,088,565 Cintas Corp. 371,263 29,121,870 Equifax Inc. 476,257 38,514,904 H&R Block Inc. 1,064,373 35,848,083 Mastercard Inc. 3,817, ,920,625 McGraw Hill Financial Inc. 1,051,328 93,547,165 Moody's Corp. 720,456 69,026,889 Quanta Services Inc. 847,593 24,063,165 Robert Half International Inc. 528,336 30,844,256 Total System Services Inc. 632,466 21,478,545 United Rentals Inc. 385,900 39,365,659 Visa Inc. 1,906, ,849,165 Western Union Co. 2,039,566 36,528,627 1,427,526,180 Computers - 6.0% Accenture PLC 2,434, ,446,183 Apple Inc. 22,890,675 2,526,672,700 Cognizant Technology Solutions Corp. 2,350, ,751,632 Computer Sciences Corp. 566,065 35,690,398 EMC Corp. 7,926, ,746,422 Hewlett-Packard Co. 7,284, ,313,261 International Business Machines Corp. 3,592, ,342,034 34

36 Combined Schedule of Investments (showing percentage of total value of investments) Common Stock % (unless otherwise noted) Shares Value ($) NetApp Inc. 1,238,042 51,316,841 SanDisk Corp. 869,552 85,198,705 Seagate Technology PLC 1,260,064 83,794,256 Teradata Corp. 617,651 26,978,996 Western Digital Corp. 851,630 94,275,441 4,349,526,869 Cosmetics/Personal Care - 1.8% Avon Products Inc. 1,672,483 15,704,615 Colgate-Palmolive Co. 3,333, ,640,506 Estée Lauder Companies Inc. 873,396 66,552,775 Procter & Gamble Co. 10,510, ,389,877 1,270,287,773 Distribution/Wholesale - 0.3% Fastenal Co. 1,048,726 49,877,409 Fossil Group Inc. 178,114 19,724,344 Genuine Parts Co. 598,090 63,738,451 WW Grainger Inc. 232,809 59,340, ,680,890 Diversified Financial Services - 2.0% Affiliated Managers Group Inc. 217,800 46,225,872 American Express Co. 3,469, ,801,443 Ameriprise Financial Inc. 723,853 95,729,559 BlackRock Inc. 497, ,748,439 Charles Schwab Corp. 4,435, ,897,329 CME Group Inc. 1,235, ,553,227 Discover Financial Services 1,786, ,995,134 E*Trade Financial Corp. 1,107,888 26,871,823 Franklin Resources Inc. 1,516,193 83,951,606 Intercontinental Exchange Inc. 435,540 95,509,567 Invesco Ltd. 1,681,386 66,448,375 Legg Mason Inc. 392,309 20,937,531 NASDAQ OMX Group Inc. 468,894 22,488,156 Navient Corp. 1,615,065 34,901,555 35

37 Combined Schedule of Investments (showing percentage of total value of investments) Common Stock % (unless otherwise noted) Shares Value ($) T Rowe Price Group Inc. 1,011,591 86,855,203 1,440,914,819 Electric - 2.9% AES Corp. 2,485,271 34,222,182 Ameren Corp. 945,941 43,636,258 American Electric Power Co. Inc. 1,909, ,943,201 CMS Energy Corp. 1,071,734 37,242,757 Consolidated Edison Inc. 1,130,844 74,647,012 Dominion Resources Inc. 2,268, ,461,800 DTE Energy Co.686,002 59,249,993 Duke Energy Corp. 2,749, ,659,730 Edison International 1,252,010 81,981,615 Entergy Corp. 699,423 61,185,524 Exelon Corp. 3,339, ,829,142 FirstEnergy Corp. 1,627,191 63,444,177 Integrys Energy Group Inc. 304,868 23,733,974 NextEra Energy Inc. 1,688, ,417,733 Northeast Utilities 1,226,322 65,632,753 NRG Energy Inc. 1,291,645 34,809,833 Pepco Holdings Inc. 959,987 25,852,450 PG&E Corp. 1,854,307 98,723,305 Pinnacle West Capital Corp. 421,243 28,775,109 PPL Corp. 2,564,568 93,170,755 Public Service Enterprise Group Inc. 1,952,178 80,839,691 SCANA Corp. 541,296 32,694,278 Southern Co. 3,490, ,436,233 TECO Energy Inc. 880,587 18,043,228 Wisconsin Energy Corp. 864,512 45,594,363 Xcel Energy Inc. 1,949,155 70,013,648 2,068,240,744 Electrical Components & Equipment - 0.3% AMETEK Inc. 940,514 49,499,252 Emerson Electric Co. 2,691, ,123, ,622,275 36

38 Combined Schedule of Investments (showing percentage of total value of investments) Common Stock % (unless otherwise noted) Shares Value ($) Electronics - 1.0% Agilent Technologies Inc. 1,294,150 52,982,501 Allegion PLC 367,479 20,380,385 Amphenol Corp. 1,216,170 65,442,108 Corning Inc. 5,017, ,052,720 FLIR Systems Inc. 542,825 17,538,676 Garmin Ltd. 461,145 24,362,290 PerkinElmer Inc. 432,158 18,898,269 TE Connectivity Ltd. 1,585, ,270,541 Thermo Fisher Scientific Inc. 1,561, ,622,043 Tyco International Plc 1,731,884 75,960,432 Waters Corp. 328,042 36,976, ,486,859 Energy - Alternate Sources - 0.0% First Solar Inc. 272,485 12,151,469 Engineering & Construction - 0.1% Fluor Corp. 605,786 36,728,805 Jacobs Engineering Group Inc. 527,209 23,560,970 60,289,775 Environmental Control - 0.2% Republic Services Inc. 968,533 38,983,453 Stericycle Inc. 325,513 42,668,244 Waste Management Inc. 1,661,899 85,288, ,940,354 Food - 1.6% Campbell Soup Co. 688,983 30,315,252 ConAgra Foods Inc. 1,629,608 59,122,178 General Mills Inc. 2,362, ,987,912 Hershey Co. 575,915 59,854,846 Hormel Foods Corp. 522,213 27,207,297 JM Smucker Co.390,378 39,420,370 Kellogg Co. 978,173 64,011,641 Kraft Foods Group Inc. 2,300, ,153,340 37

39 Combined Schedule of Investments (showing percentage of total value of investments) Common Stock % (unless otherwise noted) Shares Value ($) Kroger Co. 1,916, ,071,243 McCormick & Co. Inc. 506,141 37,606,276 Mondelez International Inc. 6,556, ,176,850 Safeway Inc. 887,187 31,158,007 Sysco Corp. 2,254,648 89,486,979 Tyson Foods Inc. 1,138,281 45,633,685 Whole Foods Market Inc. 1,405,416 70,861,075 1,186,066,951 Forest Products & Paper - 0.2% International Paper Co. 1,657,742 88,821,816 MeadWestvaco Corp. 648,774 28,799, ,620,894 Gas - 0.3% AGL Resources Inc. 455,681 24,839,171 CenterPoint Energy Inc. 1,690,972 39,619,474 NiSource Inc. 1,216,213 51,591,755 Sempra Energy 889,950 99,104, ,155,232 Hand/Machine Tools - 0.1% Snap-on Inc. 222,574 30,434,769 Stanley Black & Decker Inc. 601,777 57,818,734 88,253,503 Healthcare - Products - 3.5% Baxter International Inc. 2,093, ,460,392 Becton Dickinson and Co. 743, ,417,728 Boston Scientific Corp. 5,150,714 68,246,961 CareFusion Corp. 782,103 46,409,992 Covidien PLC 1,762, ,264,920 CR Bard Inc. 286,928 47,807,943 DENTSPLY International Inc. 553,799 29,500,873 Edwards Lifesciences Corp. 413,653 52,691,119 Hospira Inc. 649,299 39,769,564 Intuitive Surgical Inc. 139,458 73,764,915 Johnson & Johnson 10,889,194 1,138,683,017 38

40 Combined Schedule of Investments (showing percentage of total value of investments) Common Stock % (unless otherwise noted) Shares Value ($) Medtronic Inc.3,824, ,117,637 Patterson Cos Inc. 315,117 15,157,128 St Jude Medical Inc. 1,108,161 72,063,710 Stryker Corp. 1,156, ,097,739 Varian Medical Systems Inc. 406,319 35,150,657 Zimmer Holdings Inc. 654,340 74,215,243 2,515,819,538 Healthcare - Services - 1.4% Aetna Inc. 1,374, ,134,232 Anthem Inc. 1,055, ,627,343 CIGNA Corp. 1,012, ,202,858 DaVita HealthCare Partners Inc. 658,483 49,873,502 Humana Inc. 600,394 86,234,590 Laboratory Corp. of America Holdings 325,505 35,121,990 Quest Diagnostics Inc. 551,919 37,011,688 Tenet Healthcare Corp. 375,752 19,039,354 UnitedHealth Group Inc. 3,747, ,840,436 Universal Health Services Inc. 349,200 38,851,992 1,003,937,985 Holding Companies-Diversified - 0.1% Leucadia National Corp. 1,215,219 27,245,210 MMC Corp. Bhd 554,698 44,037,474 71,282,684 Home Builders - 0.1% DR Horton Inc. 1,242,224 31,415,845 Lennar Corp. - Class A 678,815 30,417,700 Pulte Group Inc. 1,334,633 28,641,224 90,474,769 Home Furnishings - 0.1% Harman International Industries Inc. 262,054 27,963,782 Leggett & Platt Inc. 524,887 22,365,435 Whirlpool Corp. 300,736 58,264, ,593,810 39

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