Form N-CSR for the GE Institutional Funds

N-CSR 1 d273487dncsr.htm FORM N-CSR FOR THE GE INSTITUTIONAL FUNDS Form N-CSR for the GE Institutional Funds

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-08257

STATE STREET INSTITUTIONAL FUNDS

(formerly known as GE Institutional Funds)

(Exact name of registrant as specified in charter)

1600 Summer Street

Stamford, Connecticut 06905

(Address of principal executive offices)(Zip code)

SSGA Funds Management, Inc.

1600 Summer Street

Stamford, Connecticut 06905

(Name and Address of Agent for Service)

Registrant’s telephone number, including area code: 800-242-0134

Date of fiscal year end: 09/30

Date of reporting period: 09/30/16

Item 1. Reports to Stockholders

Annual Report

September 30, 2016

GE Institutional Funds

LOGO

GE Institutional Funds

Annual Report

September 30, 2016

Table of Contents


	Page
Notes to Performance		1
Manager Reviews and Schedules of Investments
U.S. Equity Fund		3
S&P 500 Index Fund		11
U.S. Large-Cap Core Equity Fund		24
Premier Growth Equity Fund		31
Small-Cap Equity Fund		38
International Equity Fund		50
Strategic Investment Fund		58
Income Fund		84
Financial Statements
Financial Highlights		102
Statements of Assets and Liabilities		112
Statements of Operations		114
Statements of Changes in Net Assets		116
Notes to Financial Statements		120
Report of Independent Registered Public Accounting Firm		136
Tax Information		137
Advisory and Administration Agreement Approval		138
Sub-Advisory Agreement Approval		141
Special Meeting of Shareholders — Voting Results		143
Additional Information		151
Investment Team		155

This report has been prepared for shareholders and may be distributed to others only if accompanied with a current prospectus and/or summary prospectus.

GE Institutional Funds

Notes to Performance — September 30, 2016 (Unaudited)

The information provided on the following performance pages relates to the GE Institutional Funds (the “Trust”) and each of its series portfolios (each, a Fund and collectively, the “Funds”).

Total returns take into account changes in share price and assume reinvestment of dividends and capital gains distributions, if any. Total returns shown are net of Fund expenses.

The performance data quoted represents past performance; past performance does not guarantee future results. Investment return and principal value will fluctuate. Accordingly, your shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted. Periods less than one year are not annualized. Please call toll-free (800) 242-0134 or visit the Funds’ website at http://www.geam.com for the most recent month-end performance data.

An investment in a Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. An investment in a Fund is subject to risk, including possible loss of principal invested.

The S&P 500^® Composite Price Index of stocks (“S&P 500 Index”) is an unmanaged market capitalization-weighted index of stocks of 500 large U.S. companies, which is widely used as a measure of large-cap U.S. stock market performance.

The Russell 1000^® Growth Index measures the performance of the large-cap growth segment of the U.S. equity universe. It includes companies in the Russell 1000^® Index with higher price-to-book ratios and higher forecasted growth values. It is a subset of the Russell 3000^® Index and includes approximately 1,000 of the largest securities based on a combination of their market cap and current index membership.

The Russell 2000^® Index is a market capitalization-weighted index consisting of 2,000 of the smallest U.S.-domiciled publicly traded common stocks that are included in the Russell 3000^® Index. The Russell 3000^® Index is comprised of the 3,000 largest U.S.-domiciled companies.

The Morgan Stanley Capital International Europe, Australasia, and Far East Index (“MSCI^® EAFE^® Index”) is a market capitalization-weighted index of equity securities of companies domiciled in various countries. The MSCI^® EAFE^® Index is designed to represent the performance of developed stock markets outside the U.S. and Canada and excludes certain market segments unavailable to U.S. based investors.

The Morgan Stanley Capital International All Country World Index Ex-U.S. (“MSCI^® ACWI Ex-U.S. Index”) is a market capitalization-weighted index designed to provide a broad measure of stock performance throughout the world, with the exception of U.S.-based companies. The MSCI^® ACWI Ex-U.S. Index includes both developed and emerging markets.

The Barclays U.S. Aggregate Bond Index is an unmanaged market value-weighted index of taxable investment grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. The Barclays U.S. Aggregate Bond Index is designed to represent performance of the U.S. investment-grade fixed rate bond market.

The results shown for the foregoing indices assume the reinvestment of net dividends or interest and do not reflect fees, expenses, or taxes. As such, index returns do not reflect the actual cost of investing in the instruments that comprise an index.

The peer universe of the underlying open end funds used for the peer group average annual total return calculation is based on a blend of Morningstar peer categories, as shown. Morningstar is an independent mutual fund rating service. A Fund’s performance may be compared to or ranked within a universe of mutual funds with investment objectives and policies similar but not necessarily identical to that of the Fund.

^©2016 Morningstar, Inc. All Rights Reserved. The Morningstar information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damage or losses relating from any use of this information. Past performance does not guarantee future results.

The S&P 500 Index Fund is not sponsored, endorsed, sold or promoted by S&P Global Ratings (“S&P”), and S&P makes no representation or warranty, express or implied, to the investors of the Fund or any member of the public regarding the advisability of investing in the securities generally or in this Fund particularly or the ability of the S&P 500 Index Fund to track general stock market performance.

Russell Investment Group owns the Russell Index data, including all applicable trademarks and copyrights, used by SSGA Funds Management, Inc. (“SSGA FM”) in these materials. Any unauthorized use or redistribution of such Russell Index data is strictly prohibited. Russell Investment Group is not responsible for the configuration of this material or for any inaccuracy in SSGA FM’s presentation thereof.


Notes to Performance			1

GE Institutional Funds

Notes to Performance, continued — September 30, 2016 (Unaudited)

The views, expressed in this document, reflect our judgment as of the publication date and are subject to change at any time without notice.

State Street Global Markets, LLC, member of FINRA & SIPC is the principal underwriter and distributor of the GE Institutional Funds and a wholly owned subsidiary of State Street Corporation. References to State Street may include State Street Corporation and its affiliates. The Funds pay State Street Bank and Trust Company for its services as custodian and Fund Accounting agent, and pay SSGA Funds Management, Inc. for investment advisory and administrative services.


2		Notes to Performance

U.S. Equity Fund

Portfolio Management Discussion and Analysis — September 30, 2016 (Unaudited)

Q.	How did the GE Institutional U.S. Equity Fund perform compared to its benchmark and Morningstar peer group for the twelve-month period ended September 30, 2016?

For the twelve-month period ended September 30, 2016, the GE Institutional U.S. Equity Fund returned 13.29% for the Investment Class shares and 12.96% for the Service Class shares. The Fund’s benchmark, the S&P 500 Index returned 15.43% and the Fund’s Morningstar peer group of 1,576 US Large Blend funds returned an average of 11.76% over the same period.

Q.	What market conditions impacted the Fund’s performance?

It was a volatile year for U.S. stocks. However, the market climbed a wall of worry and turned in solid double-digit gains in the last 12 months. Markets rebounded from serial concerns ranging from China’s currency devaluation at the beginning of the period, to global slowdown and recession fears in early 2016, to Britain’s astonishing referendum vote to leave the European Union in late June. Despite these uncertainties, U.S. stocks ended the year near all-time highs.

Plunging worldwide interest rates motivated equity investors to reach for yield, causing defensive telecomm, utilities and staples to outperform (and become richly valued, in our view). Commodity prices were stronger this year helping the materials and energy sectors to outperform. Also strong were the cyclical industrials and information technology sectors. Rallies in semiconductors, internet and software companies underpinned strength in technology stocks.

Only three sectors underperformed the S&P 500 broad market return: financials, consumer discretionary and health care. Careful stock selection was warranted in financials, as persistent low rates pressured interest-rate sensitive banks and insurance companies. Consumer discretionary — last year’s top-performing sector — took a breather as investors fretted growth. Health care stocks fell under pressure, caught in a stream of negative election year rhetoric around drug pricing.

Q.	What were the drivers behind Fund performance?

The Fund outperformed the average Morningstar US Large Blend manager, yet failed to keep pace with the S&P 500 Index in a volatile and challenging investment environment. The Fund’s performance in the second half of the year was driven by a momentum reversal away from defensive yield sectors, favoring more cyclical sectors of the market. Given an outlook for continued slow economic growth, the Fund was underweight the defensive telecommunications, utilities and consumer staples sectors during the year — hurting annual relative performance but helping in recent months. In fact, portfolio positioning was the key negative performance driver in an environment that was largely macro-driven this year.

In the last 12 months, financials weighed on returns, due to underperformance in rate-sensitive insurance companies, banks and asset managers. We reduced financials exposure during the period to reflect the Federal Reserve’s pushed-out path to interest rate normalization. Underweighting the most defensive staples companies hurt, despite relative strength in one of our high-quality beverage company holdings. The Fund also failed to capture all of the upside in the commodity sectors, given an underweight in materials and underperformance among some of the Fund’s oil exploration and production holdings in energy. Finally, one of the Fund’s health care holdings was involved in a large M&A transaction that did not materialize, negatively impacting returns. We maintained conviction in this holding’s prospects as a standalone specialty pharma company. In general, we find health care’s growth rates and valuations attractive, and believe the uncertainty overhang should begin to resolve post November 2016’s presidential election.

On the other hand, strong stock selection in consumer discretionary and information technology (“IT”) sectors bolstered returns. Among consumer cyclicals, several of the Fund’s U.S. media holdings demonstrated strong results, seemingly immune to economic growth fears. In addition, a new position in a home furnishings company demonstrated accretion from a recent merger, and a Macao-based casino company rebounded along with the Chinese gaming market. In IT, our communications equipment, semiconductor and IT services holdings outperformed. Finally, the Fund benefited from strong stock selection in Real Estate Investment Trusts (“REITs”), a classic yield sector (our REIT holdings generally offer stable earnings growth and aren’t held solely for dividend income).

The Fund does not invest in derivatives securities as part of its strategy, but may hold futures contracts or ETFs to equitize cash flows in advance of investment. The effect of derivatives on performance was de minimis for the year.


U.S. Equity Fund			3

U.S. Equity Fund

Portfolio Management Discussion and Analysis, continued — September 30, 2016 (Unaudited)

Q.	Were there any significant changes in the Fund during the period?

There were no changes during the period in the portfolio management team or their approach to investing. Health care and financials remained key sector overweights, but we reduced our financials exposure somewhat as the Federal Reserve’s path of rate increases remained opaque. Modest positioning changes moderated the Fund’s cyclical tilt as we reach later innings of the business cycle. As such, the Fund also reduced its IT and materials exposures, and increased its consumer staples exposure, although still underweight at year-end. We are comfortable with our moderate pro-cyclical positioning as we think this business cycle may even reach extra innings due to the slow growth of this recovery.


4		U.S. Equity Fund

U.S. Equity Fund

Performance Summary — September 30, 2016 (Unaudited)

Investment Profile

Morningstar Performance Comparison

Based on average annual returns for periods ended September 30, 2016


	One Year			Five Year			Ten Year
Number of funds in peer group		1,576			1,379			1,220
Peer group average annual total return		11.76	%		14.15	%		5.86	%
Morningstar Category in peer group: Large Blend

Top Ten Largest Holdings

as of September 30, 2016 (as a % of Fair Value) ^(a)(b)


Medtronic PLC	3.25	%
Allergan PLC	3.11	%
Apple Inc.	2.73	%
QUALCOMM Inc.	2.67	%
Amgen Inc.	2.46	%
Johnson & Johnson	2.20	%
Cisco Systems Inc.	2.17	%
PepsiCo Inc.	2.14	%
Merck & Company Inc.	2.05	%
Citigroup Inc.	1.85	%

Sector Allocation as of September 30, 2016

Portfolio composition as a % of Fair Value of $586,516 (in thousands) as of September 30, 2016 ^(a)(b)

LOGO

Average Annual Total Return for the periods ended September 30, 2016

Investment Class Shares (Inception date: 11/25/97)


	One Year			Five Year			Ten Year			Ending Value of a $10,000 Investment
U.S. Equity Fund		13.29	%		15.63	%		6.92	%	$	19,531
S&P 500 Index		15.43	%		16.37	%		7.24	%	$	20,114

Service Class Shares (Inception date: 1/3/01)


	One Year			Five Year			Ten Year			Ending Value of a $10,000 Investment
U.S. Equity Fund		12.96	%		15.47	%		6.79	%	$	19,297
S&P 500 Index		15.43	%		16.37	%		7.24	%	$	20,114


U.S. Equity Fund			5

U.S. Equity Fund

Performance Summary, continued — September 30, 2016 (Unaudited)

LOGO

(a)	Fair Value basis is inclusive of short-term investment in State Street Institutional U.S. Government Money Market Fund Class G Shares.

(b)

The securities information regarding holdings, allocations and other characteristics is presented to illustrate examples of securities that the Fund has bought and the diversity of areas in which the Fund may invest as of a particular date. It may not be representative of the Fund’s current or future investments and should not be construed as a recommendation to purchase or sell a particular security.

See Notes to Performance beginning on page 1 for further information, including an explanation of Morningstar peer categories.

Past performance does not predict future performance. The performance shown in the graphs and tables does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.


6		U.S. Equity Fund

U.S. Equity Fund

Understanding Your Fund’s Expenses — September 30, 2016 (Unaudited)

As a shareholder of the Fund you incur ongoing costs. Ongoing costs include portfolio management fees, distribution and service fees (for Service Class shares) and trustees’ fees. The following example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

To illustrate these ongoing costs, we have provided an example and calculated the expenses paid by investors in each share class of the Fund during the period. The information in the following table is based on an investment of $1,000, which is invested at the beginning of the period and held for the entire six-month period ended September 30, 2016.

Actual Expenses

The first section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your class under the heading “Expenses paid during the period” to estimate the expenses you paid on your account during the period.

Hypothetical Example for Comparison Purposes

The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholders reports of other funds.

Please note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect transaction costs, such as sales charges or redemption fees, if any. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.


Investment Class	Actual Fund Return		Hypothetical 5% Return (2.5% for the period)
Actual Fund Return
Beginning Account Value
April 1, 2016	$	1,000.00	$	1,000.00
Ending Account Value September 30, 2016	$	1,080.00	$	1,023.15
Expenses Paid During Period*	$	1.92	$	1.87

Service Class
Actual Fund Return
Beginning Account Value
April 1, 2016	$	1,000.00	$	1,000.00
Ending Account Value September 30, 2016	$	1,078.30	$	1,021.90
Expenses Paid During Period*	$	3.22	$	3.13

*	Expenses are equal to the Fund’s annualized expense ratio of 0.37% for Investment Class shares and 0.62% for Service Class shares (for the period April 1, 2016-September 30, 2016), multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).


U.S. Equity Fund			7

U.S. Equity Fund

Schedule of Investments — September 30, 2016


	Number of Shares		Fair Value $

Common Stock - 95.8%†
Aerospace & Defense - 2.3%
General Dynamics Corp.		46,636		7,236,042
Hexcel Corp.		99,961		4,428,272
The Boeing Co.		18,619		2,452,867

				14,117,181


Agricultural Products - 0.3%
Archer-Daniels-Midland Co.		46,966		1,980,556


Air Freight & Logistics - 0.3%
United Parcel Service Inc., Class B		18,891		2,065,920


Airlines - 1.1%
Delta Air Lines Inc.		170,932		6,727,884


Apparel, Accessories & Luxury Goods - 0.7%
Ralph Lauren Corp.		19,363		1,958,374
VF Corp.		44,793		2,510,647

				4,469,021


Application Software - 1.0%
Intuit Inc.		40,143		4,416,132
salesforce.com Inc. (a)		23,613		1,684,315

				6,100,447


Asset Management & Custody Banks - 1.3%
Ameriprise Financial Inc.		55,472		5,534,441
Invesco Ltd.		77,470		2,422,487

				7,956,928


Auto Parts & Equipment - 1.1%
Delphi Automotive PLC		91,876		6,552,596


Automobile Manufacturers - 0.3%
Ford Motor Co.		140,062		1,690,548


Automotive Retail - 0.4%
Advance Auto Parts Inc.		16,275		2,426,928


Biotechnology - 5.1%
Alexion Pharmaceuticals Inc. (a)		29,753		3,645,933
Amgen Inc.		86,694		14,461,426
Gilead Sciences Inc.		128,882		10,197,144
Vertex Pharmaceuticals Inc. (a)		26,919		2,347,606

				30,652,109


Cable & Satellite - 4.7%
Charter Communications Inc., Class A (a)		39,670		10,709,710
Comcast Corp., Class A		130,392		8,650,205
Liberty Global PLC, Class C (a)		184,184		6,085,439
Sirius XM Holdings Inc. (a)		755,626		3,150,961

				28,596,315


	Number of Shares		Fair Value $
Communications Equipment - 2.1%
Cisco Systems Inc.		401,827		12,745,952


Consumer Finance - 1.5%
Discover Financial Services		159,389		9,013,448


Data Processing & Outsourced Services - 2.1%
PayPal Holdings Inc. (a)		96,815		3,966,511
Visa Inc., Class A		103,899		8,592,447

				12,558,958


Diversified Banks - 6.2%
Bank of America Corp.		562,598		8,804,659
Citigroup Inc.		229,648		10,846,275
JPMorgan Chase & Co.		116,301		7,744,483
Wells Fargo & Co.		222,681		9,860,315

				37,255,732


Drug Retail - 0.1%
CVS Health Corp.		9,990		889,010


Electric Utilities - 0.9%
Exelon Corp.		33,908		1,128,797
NextEra Energy Inc.		33,426		4,088,669

				5,217,466


Financial Exchanges & Data - 2.4%
CME Group Inc.		69,423		7,256,092
S&P Global Inc.		59,033		7,471,216

				14,727,308


General Merchandise Stores - 0.5%
Dollar General Corp.		40,574		2,839,774


Gold - 0.4%
Newmont Mining Corp.		61,770		2,426,943


Healthcare Equipment - 5.5%
Abbott Laboratories		80,285		3,395,253
Boston Scientific Corp. (a)		342,637		8,154,761
Medtronic PLC		220,807		19,077,724
Stryker Corp.		24,096		2,805,015

				33,432,753


Healthcare Supplies - 0.6%
The Cooper Companies Inc.		19,363		3,471,011


Home Improvement Retail - 1.3%
Lowe’s Companies Inc.		106,087		7,660,542


Hotels, Resorts & Cruise Lines - 0.3%
Hilton Worldwide Holdings Inc.		91,420		2,096,261

See accompanying notes to financial statements.


8		U.S. Equity Fund

U.S. Equity Fund

Schedule of Investments, continued — September 30, 2016


	Number of Shares		Fair Value $

Household Products - 0.2%
The Procter & Gamble Co.		10,789		968,313


Housewares & Specialties - 1.3%
Newell Brands Inc.		146,789		7,729,909


Hypermarkets & Super Centers - 0.5%
Wal-Mart Stores Inc.		41,323		2,980,215


Independent Power Producers & Energy Traders - 0.4%
Calpine Corp. (a)		188,215		2,379,038


Industrial Conglomerates - 0.5%
Honeywell International Inc.		26,708		3,113,886


Industrial Gases - 0.2%
Air Products & Chemicals Inc.		9,491		1,426,877


Industrial Machinery - 1.5%
Ingersoll-Rand PLC		131,180		8,912,369


Integrated Oil & Gas - 4.3%
Chevron Corp.		85,882		8,838,975
Exxon Mobil Corp.		113,229		9,882,627
Occidental Petroleum Corp.		99,277		7,239,279

				25,960,881


Internet & Direct Marketing Retail - 1.5%
Amazon.com Inc. (a)		10,862		9,094,861


Internet Software & Services - 4.9%
Alphabet Inc., Class A (a)		9,721		7,816,267
Alphabet Inc., Class C (a)		11,807		9,177,463
Baidu Inc. ADR (a)		16,529		3,009,435
Facebook Inc., Class A (a)		59,033		7,572,163
LinkedIn Corp., Class A (a)		9,445		1,805,129

				29,380,457


Investment Banking & Brokerage - 1.1%
The Charles Schwab Corp.		205,436		6,485,615


Movies & Entertainment - 2.2%
The Walt Disney Co.		48,171		4,473,159
Time Warner Inc.		109,275		8,699,383

				13,172,542


Multi-Line Insurance - 1.0%
American International Group Inc.		42,504		2,522,187
The Hartford Financial Services Group Inc.		80,948		3,466,194

				5,988,381


	Number of Shares		Fair Value $
Multi-Utilities - 1.5%
Dominion Resources Inc.		11,098		824,248
Sempra Energy		76,851		8,237,659

				9,061,907


Oil & Gas Equipment & Services - 1.0%
Schlumberger Ltd.		74,962		5,895,012


Oil & Gas Exploration & Production - 2.7%
Concho Resources Inc. (a)		10,949		1,503,845
ConocoPhillips		129,267		5,619,236
Hess Corp.		124,422		6,671,508
Noble Energy Inc.		72,515		2,591,686

				16,386,275


Packaged Foods & Meats - 1.2%
Mondelez International Inc., Class A		164,124		7,205,044


Paper Packaging - 0.2%
Packaging Corporation of America		12,749		1,035,984


Pharmaceuticals - 8.4%
Allergan PLC (a)		79,267		18,255,983
Johnson & Johnson		109,035		12,880,304
Merck & Company Inc.		192,453		12,010,992
Pfizer Inc.		224,326		7,597,922

				50,745,201


Property & Casualty Insurance - 1.0%
Chubb Ltd.		42,504		5,340,628
XL Group Ltd.		20,673		695,233

				6,035,861


Research & Consulting Services - 1.2%
Nielsen Holdings PLC		131,392		7,038,669


Semiconductor Equipment - 1.7%
Applied Materials Inc.		333,470		10,054,120


Semiconductors - 3.2%
NXP Semiconductors N.V. (a)		36,976		3,771,922
QUALCOMM Inc.		228,519		15,653,551

				19,425,473


Soft Drinks - 2.1%
PepsiCo Inc.		115,261		12,536,939


Specialized REITs - 1.8%
American Tower Corp.		95,380		10,809,415


Specialty Chemicals - 0.1%
PPG Industries Inc.		7,729		798,869

See accompanying notes to financial statements.


U.S. Equity Fund			9

U.S. Equity Fund

Schedule of Investments, continued — September 30, 2016


	Number of Shares		Fair Value $

Systems Software - 2.1%
Microsoft Corp.		132,235		7,616,736
Oracle Corp.		120,714		4,741,646

				12,358,382


Technology Hardware, Storage & Peripherals - 4.4%
Apple Inc. (l)		141,646		16,013,080
Hewlett Packard Enterprise Co.		134,596		3,062,059
Western Digital Corp.		129,484		7,570,930

				26,646,069


Trading Companies & Distributors - 1.1%
United Rentals Inc. (a)		87,395		6,859,634


Total Common Stock (Cost $491,699,328)				578,157,789


	Number of Shares		Fair Value $
Short-Term Investments - 1.4%
State Street Institutional U.S. Government Money Market Fund - Class G Shares 0.31% (Cost $8,358,418) (d)(l)(m)		8,358,418		8,358,418


Total Investments (Cost $500,057,746)				586,516,207

Other Assets and Liabilities, net - 2.8%				16,638,751


NET ASSETS - 100.0%				603,154,958

Other Information:

The Fund had the following long futures contracts open at September 30, 2016:


Description	Expiration date		Number of Contracts		Current Notional Value		Unrealized Depreciation

S&P 500 Emini Index Futures		December 2016		115	$	12,422,300	$	(904	)

Affiliate Table


	Number of Shares Held at 9/30/15		Value At 9/30/15		Shares Purchased		Shares Sold		Number of Shares Held at 9/30/16		Value at 9/30/16		Dividend/ Interest Income		Realized Gain (Loss)
Financial Select Sector SPDR Fund		72,629	$	1,645,773		7,141		79,770		—	$	—	$	21,277	$	560,910
Industrial Select Sector SPDR Fund		131,838		6,577,398		39,270		171,108		—		—		130,507		2,393,943
State Street Institutional U.S. Government Money Market Fund - Class G Shares		17,993,117		17,993,117		137,929,254		147,563,953		8,358,418		8,358,418		35,779		—

											$	8,358,418	$	187,563	$	2,954,853

See accompanying notes to financial statements.


10		U.S. Equity Fund

S&P 500 Index Fund

Portfolio Management Discussion and Analysis — September 30, 2016 (Unaudited)

Q.	How did the GE Institutional S&P 500 Index Fund perform compared to its benchmark and Morningstar peer group for the twelve-month period ended September 30, 2016?

For the twelve-month period ended September 30, 2016, the GE Institutional S&P 500 Index Fund returned 15.21% for the Investment Class shares and 14.90% for the Service Class shares. The Fund’s benchmark, the S&P 500 Index returned 15.43% and the Fund’s Morningstar peer group of 1,576 U.S. Large Blend funds returned an average of 11.76% over the same period.

Q.	What market conditions impacted the Fund’s performance?

Overcoming the uncertainty prevailing at the end of 2015 and beginning of 2016 markets gained momentum and finished a 12-month period strongly with double-digit positive return. In contrast to August of 2015, when global equity markets witnessed their most volatile month since 2011, fast forward one year later and markets demonstrated an air of complacency in August 2016. In fact, the S&P 500 Index did not experience a daily price move of greater than 1%, up or down, between July 8th and September 8th. Using 30 day realized volatility as a measure, it was chronicled by the Wall Street Journal on August 23rd that the 30 preceding trading days had been the least volatile for the S&P 500 in over two decades. It was perhaps no coincidence that the relative stability markets exhibited in August occurred during a month in which the central banking calendar was relatively light. Attention around the Federal Reserve (“Fed”) in August focused on whether or not U.S. monetary policy would be tightened at some point in 2016, and by the end of the month a tightening as soon as September seemed a real possibility. Strong economic data including a second month of better than expected payroll gains paired with ever more confident pronouncements from Fed officials that the time for tightening could be gradually high nudged expectations for more imminent Fed action higher through August.

Q.	What were the drivers behind Fund performance?

Information Technology, Industrials and Consumer Staples were the strongest contributing sectors to S&P 500 performance. Real Estate, Financials, and Utilities were to weakest contributors to the performance. Amazon, Microsoft and Facebook were the strongest contributors to the Fund’s performance. Wells Fargo, Gilead and Allergan were the weakest contributors to the performance.


S&P 500 Index Fund			11

S&P 500 Index Fund

Performance Summary — September 30, 2016 (Unaudited)

Investment Profile

A mutual fund designed for investors who seek growth of capital and accumulation of income that corresponds to the investment return of the S&P 500^® Composite Stock Index (“S&P 500^® Index”). The Fund seeks to replicate the return of the S&P 500^® Index while holding transaction costs low and minimizing portfolio turnover.

Morningstar Performance Comparison

Based on average annual returns for periods ended September 30, 2016


	One Year			Five Year			Ten Year
Number of funds in peer group		1,576			1,379			1,220
Peer group average annual total return		11.76	%		14.15	%		5.86	%
Morningstar Category in peer group: Large Blend

Top Ten Largest Holdings

as of September 30, 2016 (as a % of Fair Value) ^(a)(b)


Apple Inc.	3.11	%
Microsoft Corp.	2.29	%
Exxon Mobil Corp.	1.85	%
Amazon.com Inc.	1.68	%
Johnson & Johnson	1.66	%
Facebook Inc., Class A	1.51	%
Berkshire Hathaway Inc., Class B	1.40	%
General Electric Co.	1.35	%
AT&T Inc.	1.28	%
JPMorgan Chase & Co.	1.23	%

Sector Allocation as of September 30, 2016

Portfolio composition as a % of Fair Value of $16,160 (in thousands) as of September 30, 2016 ^(a)(b)

LOGO

Average Annual Total Return for the periods ended September 30, 2016

Investment Class Shares (Inception date: 11/25/97)


	One Year			Five Year			Ten Year			Ending Value of a $10,000 Investment
S&P 500 Index Fund		15.21	%		16.21	%		7.15	%	$	19,951
S&P 500 Index		15.43	%		16.37	%		7.24	%	$	20,114

Service Class Shares (Inception date: 9/30/05)


	One Year			Five Year			Ten Year			Ending Value of a $10,000 Investment
S&P 500 Index Fund		14.90	%		15.90	%		6.86	%	$	19,414
S&P 500 Index		15.43	%		16.37	%		7.24	%	$	20,114


12		S&P 500 Index Fund

S&P 500 Index Fund

Performance Summary, continued — September 30, 2016 (Unaudited)

LOGO

(a)	Fair Value basis is inclusive of short-term investment in State Street Institutional U.S. Government Money Market Fund Class G Shares.

(b)

See Notes to Performance beginning on page 1 for further information, including an explanation of Morningstar peer categories.


S&P 500 Index Fund			13

S&P 500 Index Fund

Understanding Your Fund’s Expenses — September 30, 2016 (Unaudited)

Actual Expenses

Hypothetical Example for Comparison Purposes


Investment Class	Actual Fund Return		Hypothetical 5% Return (2.5% for the period)
Actual Fund Return
Beginning Account Value April 1, 2016	$	1,000.00	$	1,000.00
Ending Account Value September 30, 2016	$	1,064.30	$	1,024.20
Expenses Paid During Period*	$	0.83	$	0.81

Service Class
Actual Fund Return
Beginning Account Value April 1, 2016	$	1,000.00	$	1,000.00
Ending Account value September 30, 2016	$	1,062.50	$	1,022.95
Expenses Paid During Period*	$	2.11	$	2.07

*	Expenses are equal to the Fund’s annualized expense ratio of 0.16% for Investment Class shares and 0.41% for Service Class shares (for the period April 1, 2016-September 30, 2016), multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).


14		S&P 500 Index Fund

S&P 500 Index Fund

Schedule of Investments — September 30, 2016


	Number of Shares		Fair Value $

Common Stock - 95.2%†
Advertising - 0.1%
Omnicom Group Inc.		181		15,385
The Interpublic Group of Companies Inc.		396		8,851

				24,236


Aerospace & Defense - 1.9%
General Dynamics Corp.		227		35,221
L-3 Communications Holdings Inc.		61		9,195
Lockheed Martin Corp.		201		48,184
Northrop Grumman Corp.		142		30,381
Raytheon Co.		234		31,855
Rockwell Collins Inc.		109		9,193
Textron Inc.		209		8,308
The Boeing Co.		480		63,235
TransDigm Group Inc. (a)		45		13,010
United Technologies Corp.		624		63,398

				311,980


Agricultural & Farm Machinery - 0.1%
Deere & Co.		230		19,631


Agricultural Products - 0.1%
Archer-Daniels-Midland Co.		486		20,495


Air Freight & Logistics - 0.7%
CH Robinson Worldwide Inc.		101		7,117
Expeditors International of Washington Inc.		127		6,543
FedEx Corp.		197		34,412
United Parcel Service Inc., Class B		553		60,476

				108,548


Airlines - 0.5%
Alaska Air Group Inc.		100		6,586
American Airlines Group Inc.		470		17,207
Delta Air Lines Inc.		601		23,655
Southwest Airlines Co.		549		21,350
United Continental Holdings Inc. (a)		242		12,698

				81,496


Alternative Carriers - 0.1%
Level 3 Communications Inc. (a)		243		11,270


Aluminum - 0.1%
Alcoa Inc.		1,090		11,053


Apparel Retail - 0.6%
Foot Locker Inc.		100		6,772
L Brands Inc.		191		13,517
Ross Stores Inc.		345		22,183


	Number of Shares		Fair Value $
The Gap Inc.		220		4,893
The TJX Companies Inc.		525		39,259
Urban Outfitters Inc. (a)		78		2,693

				89,317


Apparel, Accessories & Luxury Goods - 0.4%
Coach Inc.		202		7,385
Hanesbrands Inc.		294		7,424
Michael Kors Holdings Ltd. (a)		136		6,364
PVH Corp.		68		7,514
Ralph Lauren Corp.		57		5,765
Under Armour Inc., Class A (a)		177		6,846
Under Armour Inc., Class C (a)		178		6,027
VF Corp.		288		16,142

				63,467


Application Software - 0.8%
Adobe Systems Inc. (a)		421		45,696
Autodesk Inc. (a)		188		13,598
Citrix Systems Inc. (a)		128		10,908
Intuit Inc.		213		23,432
salesforce.com Inc. (a)		537		38,304

				131,938


Asset Management & Custody Banks - 1.0%
Affiliated Managers Group Inc. (a)		53		7,669
Ameriprise Financial Inc.		150		14,966
BlackRock Inc.		100		36,246
Franklin Resources Inc.		311		11,062
Invesco Ltd.		344		10,757
Legg Mason Inc.		102		3,415
Northern Trust Corp.		180		12,238
State Street Corp. (e)		302		21,028
T Rowe Price Group Inc.		223		14,830
The Bank of New York Mellon Corp.		850		33,898

				166,109


Auto Parts & Equipment - 0.4%
BorgWarner Inc.		218		7,669
Delphi Automotive PLC		207		14,763
Johnson Controls International PLC		803		37,364

				59,796


Automobile Manufacturers - 0.4%
Ford Motor Co.		3,104		37,465
General Motors Co.		1,109		35,233

				72,698


Automotive Retail - 0.4%
Advance Auto Parts Inc.		58		8,649
AutoNation Inc. (a)		52		2,533
AutoZone Inc. (a)		26		19,977

See accompanying notes to financial statements.


S&P 500 Index Fund			15

S&P 500 Index Fund

Schedule of Investments, continued — September 30, 2016


	Number of Shares		Fair Value $

CarMax Inc. (a)		160		8,536
O’Reilly Automotive Inc. (a)		83		23,249

				62,944


Biotechnology - 2.8%
AbbVie Inc.		1,341		84,577
Alexion Pharmaceuticals Inc. (a)		195		23,895
Amgen Inc.		622		103,756
Biogen Inc. (a)		175		54,780
Celgene Corp. (a)		643		67,213
Gilead Sciences Inc.		1,073		84,896
Regeneron Pharmaceuticals Inc. (a)		62		24,925
Vertex Pharmaceuticals Inc. (a)		210		18,314

				462,356


Brewers - 0.1%
Molson Coors Brewing Co., Class B		150		16,470


Broadcasting - 0.2%
CBS Corp., Class B		360		19,707
Discovery Communications Inc., Class A (a)		109		2,934
Discovery Communications Inc., Class C (a)		208		5,473
Scripps Networks Interactive Inc., Class A		74		4,698
TEGNA Inc.		213		4,656

				37,468


Building Products - 0.1%
Allegion PLC		75		5,168
Fortune Brands Home & Security Inc.		118		6,856
Masco Corp.		261		8,955

				20,979


Cable & Satellite - 1.1%
Charter Communications Inc., Class A (a)		180		48,595
Comcast Corp., Class A		1,998		132,547

				181,142


Casinos & Gaming - 0.0%*
Wynn Resorts Ltd.		68		6,625


Commodity Chemicals - 0.1%
LyondellBasell Industries N.V., Class A		283		22,827


Communications Equipment - 1.0%
Cisco Systems Inc.		4,159		131,923
F5 Networks Inc. (a)		56		6,980


	Number of Shares		Fair Value $
Harris Corp.		89		8,153
Juniper Networks Inc.		346		8,325
Motorola Solutions Inc.		131		9,993

				165,374


Computer & Electronics Retail - 0.1%
Best Buy Company Inc.		228		8,705


Construction & Engineering - 0.1%
Fluor Corp.		137		7,031
Jacobs Engineering Group Inc. (a)		92		4,758
Quanta Services Inc. (a)		105		2,939

				14,728


Construction Machinery & Heavy Trucks - 0.5%
Caterpillar Inc.		463		41,100
Cummins Inc.		120		15,378
PACCAR Inc.		297		17,458

				73,936


Construction Materials - 0.1%
Martin Marietta Materials Inc.		53		9,493
Vulcan Materials Co.		112		12,738

				22,231


Consumer Electronics - 0.1%
Garmin Ltd.		112		5,388
Harman International Industries Inc.		69		5,827

				11,215


Consumer Finance - 0.7%
American Express Co.		642		41,114
Capital One Financial Corp.		402		28,876
Discover Financial Services		317		17,926
Navient Corp.		256		3,704
Synchrony Financial		713		19,964

				111,584


Copper - 0.1%
Freeport-McMoRan Inc. (a)		1,121		12,174


Data Processing & Outsourced Services - 2.3%
Alliance Data Systems Corp. (a)		49		10,512
Automatic Data Processing Inc.		360		31,752
Fidelity National Information Services Inc.		270		20,798
Fiserv Inc. (a)		189		18,800
Global Payments Inc.		121		9,288
Mastercard Inc., Class A		780		79,381
Paychex Inc.		269		15,567
PayPal Holdings Inc. (a)		926		37,938
The Western Union Co.		381		7,932

See accompanying notes to financial statements.


16		S&P 500 Index Fund

S&P 500 Index Fund

Schedule of Investments, continued — September 30, 2016


	Number of Shares		Fair Value $

Total System Services Inc.		164		7,733
Visa Inc., Class A		1,575		130,252
Xerox Corp.		702		7,111

				377,064


Department Stores - 0.1%
Kohl’s Corp.		185		8,094
Macy’s Inc.		242		8,966
Nordstrom Inc.		132		6,848

				23,908


Distillers & Vintners - 0.2%
Brown-Forman Corp., Class B		142		6,736
Constellation Brands Inc., Class A		151		25,140

				31,876


Distributors - 0.1%
Genuine Parts Co.		124		12,456
LKQ Corp. (a)		218		7,730

				20,186


Diversified Banks - 4.2%
Bank of America Corp.		8,496		132,962
Citigroup Inc.		2,430		114,769
Comerica Inc.		171		8,092
JPMorgan Chase & Co.		2,979		198,372
U.S. Bancorp		1,297		55,628
Wells Fargo & Co. (l)		3,746		165,873

				675,696


Diversified Chemicals - 0.6%
Eastman Chemical Co.		106		7,174
EI du Pont de Nemours & Co.		696		46,611
The Dow Chemical Co.		895		46,388

				100,173


Diversified Support Services - 0.1%
Cintas Corp.		85		9,571


Drug Retail - 0.8%
CVS Health Corp.		864		76,887
Walgreens Boots Alliance Inc.		691		55,709

				132,596


Electric Utilities - 2.0%
Alliant Energy Corp.		200		7,662
American Electric Power Company Inc.		423		27,161
Duke Energy Corp.		549		43,942
Edison International		277		20,013
Entergy Corp.		149		11,433


	Number of Shares		Fair Value $
Eversource Energy		267		14,466
Exelon Corp.		792		26,366
FirstEnergy Corp.		354		11,710
NextEra Energy Inc.		385		47,093
PG&E Corp.		413		25,263
Pinnacle West Capital Corp.		93		7,067
PPL Corp.		575		19,878
The Southern Co.		791		40,578
Xcel Energy Inc.		429		17,649

				320,281


Electrical Components & Equipment - 0.5%
Acuity Brands Inc.		40		10,584
AMETEK Inc.		194		9,269
Eaton Corporation PLC		394		25,890
Emerson Electric Co.		505		27,528
Rockwell Automation Inc.		110		13,457

				86,728


Electronic Components - 0.2%
Amphenol Corp., Class A		259		16,815
Corning Inc.		885		20,930

				37,745


Electronic Equipment & Instruments - 0.0%*
FLIR Systems Inc.		100		3,142


Electronic Manufacturing Services - 0.1%
TE Connectivity Ltd.		293		18,863


Environmental & Facilities Services - 0.2%
Republic Services Inc.		197		9,939
Stericycle Inc. (a)		83		6,652
Waste Management Inc.		353		22,507

				39,098


Fertilizers & Agricultural Chemicals - 0.3%
CF Industries Holdings Inc.		227		5,528
FMC Corp.		128		6,188
Monsanto Co.		346		35,361
The Mosaic Co.		327		7,998

				55,075


Financial Exchanges & Data - 0.7%
CME Group Inc.		265		27,698
Intercontinental Exchange Inc.		102		27,475
Moody’s Corp.		142		15,376
Nasdaq Inc.		95		6,416
S&P Global Inc.		227		28,729

				105,694

See accompanying notes to financial statements.


S&P 500 Index Fund			17

S&P 500 Index Fund

Schedule of Investments, continued — September 30, 2016


	Number of Shares		Fair Value $

Food Distributors - 0.1%
Sysco Corp.		448		21,956


Food Retail - 0.2%
The Kroger Co.		748		22,200
Whole Foods Market Inc.		265		7,513

				29,713


Footwear - 0.4%
NIKE Inc., Class B		1,112		58,547


General Merchandise Stores - 0.4%
Dollar General Corp.		214		14,978
Dollar Tree Inc. (a)		198		15,628
Target Corp.		466		32,005

				62,611


Gold - 0.1%
Newmont Mining Corp.		448		17,602


Health Care REITs - 0.3%
HCP Inc.		389		14,763
Ventas Inc.		279		19,706
Welltower Inc.		277		20,711

				55,180


Healthcare Distributors - 0.5%
AmerisourceBergen Corp.		137		11,067
Cardinal Health Inc.		283		21,989
Henry Schein Inc. (a)		69		11,246
McKesson Corp.		178		29,681
Patterson Companies Inc.		79		3,629

				77,612


Healthcare Equipment - 2.5%
Abbott Laboratories		1,173		49,606
Baxter International Inc.		404		19,230
Becton Dickinson and Co.		167		30,015
Boston Scientific Corp. (a)		1,131		26,918
CR Bard Inc.		62		13,905
Danaher Corp.		504		39,509
Edwards Lifesciences Corp. (a)		163		19,651
Hologic Inc. (a)		200		7,766
Intuitive Surgical Inc. (a)		29		21,020
Medtronic PLC		1,140		98,496
St Jude Medical Inc.		234		18,664
Stryker Corp.		263		30,616
Varian Medical Systems Inc. (a)		94		9,356
Zimmer Biomet Holdings Inc.		165		21,453

				406,205


	Number of Shares		Fair Value $
Healthcare Facilities - 0.2%
HCA Holdings Inc. (a)		261		19,739
Universal Health Services Inc., Class B		75		9,242

				28,981


Healthcare Services - 0.4%
DaVita Inc. (a)		138		9,118
Express Scripts Holding Co. (a)		502		35,406
Laboratory Corporation of America Holdings (a)		85		11,686
Quest Diagnostics Inc.		112		9,478

				65,688


Healthcare Supplies - 0.1%
DENTSPLY SIRONA Inc.		202		12,005
The Cooper Companies Inc.		40		7,170

				19,175


Healthcare Technology - 0.1%
Cerner Corp. (a)		255		15,746


Home Building - 0.1%
DR Horton Inc.		238		7,188
Lennar Corp., Class A		174		7,367
PulteGroup Inc.		245		4,910

				19,465


Home Entertainment Software - 0.3%
Activision Blizzard Inc.		563		24,941
Electronic Arts Inc. (a)		249		21,264

				46,205


Home Furnishing Retail - 0.0%*
Bed Bath & Beyond Inc.		102		4,397


Home Furnishings - 0.1%
Leggett & Platt Inc.		110		5,014
Mohawk Industries Inc. (a)		53		10,618

				15,632

Home Improvement Retail - 1.1%
Lowe’s Companies Inc.		709		51,197
The Home Depot Inc.		1,028		132,283

				183,480


Hotel & Resort REITs - 0.1%
Host Hotels & Resorts Inc.		594		9,249


Hotels, Resorts & Cruise Lines - 0.3%
Carnival Corp.		383		18,698
Marriott International Inc., Class A		270		18,179

See accompanying notes to financial statements.


18		S&P 500 Index Fund

S&P 500 Index Fund

Schedule of Investments, continued — September 30, 2016


	Number of Shares		Fair Value $

Royal Caribbean Cruises Ltd.		141		10,568
Wyndham Worldwide Corp.		77		5,185

				52,630


Household Appliances - 0.1%
Whirlpool Corp.		64		10,378


Household Products - 1.9%
Church & Dwight Company Inc.		216		10,351
Colgate-Palmolive Co.		713		52,862
Kimberly-Clark Corp.		286		36,076
The Clorox Co.		108		13,519
The Procter & Gamble Co.		2,197		197,181

				309,989


Housewares & Specialties - 0.1%
Newell Brands Inc.		398		20,959


Human Resource & Employment Services - 0.0%*
Robert Half International Inc.		104		3,937


Hypermarkets & Super Centers - 0.9%
Costco Wholesale Corp.		351		53,531
Wal-Mart Stores Inc.		1,266		91,304

				144,835


Independent Power Producers & Energy Traders - 0.1%
AES Corp.		649		8,339
NRG Energy Inc.		237		2,657

				10,996


Industrial Conglomerates - 2.4%
3M Co.		503		88,644
General Electric Co. (o)		7,392		218,951
Honeywell International Inc.		612		71,353
Roper Technologies Inc.		85		15,510

				394,458


Industrial Gases - 0.3%
Air Products & Chemicals Inc.		167		25,107
Praxair Inc.		246		29,724

				54,831


Industrial Machinery - 0.8%
Dover Corp.		112		8,248
Flowserve Corp.		126		6,078
Fortive Corp.		275		13,998
Illinois Tool Works Inc.		254		30,439
Ingersoll-Rand PLC		215		14,607
Parker-Hannifin Corp.		113		14,185
Pentair PLC		130		8,351
Snap-on Inc.		57		8,662


	Number of Shares		Fair Value $
Stanley Black & Decker Inc.		129		15,864
Xylem Inc.		143		7,500

				127,932


Industrial REITs - 0.1%
Prologis Inc. REIT		408		21,844


Insurance Brokers - 0.5%
Aon PLC		206		23,173
Arthur J Gallagher & Co.		152		7,732
Marsh & McLennan Companies Inc.		449		30,195
Willis Towers Watson PLC		123		16,331

				77,431


Integrated Oil & Gas - 3.1%
Chevron Corp.		1,557		160,247
Exxon Mobil Corp.		3,417		298,236
Occidental Petroleum Corp.		608		44,335

				502,818


Integrated Telecommunication Services - 2.5%
AT&T Inc.		5,077		206,177
CenturyLink Inc.		456		12,508
Frontier Communications Corp.		1,121		4,663
Verizon Communications Inc.		3,364		174,861

				398,209


Internet & Direct Marketing Retail - 2.4%
Amazon.com Inc. (a)		325		272,126
Expedia Inc.		99		11,555
Netflix Inc. (a)		337		33,211
The Priceline Group Inc. (a)		40		58,860
TripAdvisor Inc. (a)		110		6,950

				382,702


Internet Software & Services - 4.3%
Akamai Technologies Inc. (a)		124		6,571
Alphabet Inc., Class A (a)		242		194,582
Alphabet Inc., Class C (a)		244		189,659
eBay Inc. (a)		826		27,175
Facebook Inc., Class A (a)		1,906		244,483
VeriSign Inc. (a)		95		7,433
Yahoo! Inc. (a)		751		32,368

				702,271


Investment Banking & Brokerage - 0.8%
E*TRADE Financial Corp. (a)		285		8,299
Morgan Stanley		1,195		38,312
The Charles Schwab Corp.		942		29,739
The Goldman Sachs Group Inc.		308		49,671

				126,021

See accompanying notes to financial statements.


S&P 500 Index Fund			19

S&P 500 Index Fund

Schedule of Investments, continued — September 30, 2016


	Number of Shares		Fair Value $

IT Consulting & Other Services - 1.3%
Accenture PLC, Class A		499		60,963
Cognizant Technology Solutions Corp., Class A (a)		476		22,710
CSRA Inc.		97		2,609
International Business Machines Corp.		717		113,896
Teradata Corp. (a)		125		3,875

				204,053


Leisure Products - 0.1%
Hasbro Inc.		109		8,647
Mattel Inc.		245		7,419

				16,066


Life & Health Insurance - 0.8%
Aflac Inc.		323		23,214
Lincoln National Corp.		198		9,302
MetLife Inc.		871		38,698
Principal Financial Group Inc.		225		11,590
Prudential Financial Inc.		346		28,251
Torchmark Corp.		111		7,092
Unum Group		236		8,333

				126,480


Life Sciences Tools & Services - 0.7%
Agilent Technologies Inc.		275		12,950
Illumina Inc. (a)		125		22,707
Mettler-Toledo International Inc. (a)		20		8,397
PerkinElmer Inc.		86		4,825
Thermo Fisher Scientific Inc.		314		49,945
Waters Corp. (a)		67		10,619

				109,443


Managed Healthcare - 1.4%
Aetna Inc.		277		31,980
Anthem Inc.		207		25,939
Centene Corp. (a)		145		9,709
Cigna Corp.		201		26,194
Humana Inc.		127		22,465
UnitedHealth Group Inc.		787		110,180

				226,467


Metal & Glass Containers - 0.1%
Ball Corp.		133		10,899
Owens-Illinois Inc. (a)		104		1,913

				12,812


Motorcycle Manufacturers - 0.0%*
Harley-Davidson Inc.		148		7,783


	Number of Shares		Fair Value $
Movies & Entertainment - 1.3%
The Walt Disney Co.		1,235		114,682
Time Warner Inc.		627		49,915
Twenty-First Century Fox Inc., Class A		854		20,684
Twenty-First Century Fox Inc., Class B		402		9,946
Viacom Inc., Class B		289		11,011

				206,238


Multi-Line Insurance - 0.5%
American International Group Inc.		839		49,786
Assurant Inc.		63		5,812
Loews Corp.		221		9,094
The Hartford Financial Services Group Inc.		355		15,201

				79,893


Multi-Sector Holdings - 1.4%
Berkshire Hathaway Inc., Class B (a)		1,566		226,240
Leucadia National Corp.		258		4,912

				231,152


Multi-Utilities - 1.0%
Ameren Corp.		193		9,492
CenterPoint Energy Inc.		307		7,132
CMS Energy Corp.		222		9,326
Consolidated Edison Inc.		251		18,900
Dominion Resources Inc.		519		38,546
DTE Energy Co.		150		14,050
NiSource Inc.		307		7,402
Public Service Enterprise Group Inc.		431		18,046
SCANA Corp.		102		7,382
Sempra Energy		196		21,009
WEC Energy Group Inc.		266		15,928

				167,213


Office REITs - 0.3%
Boston Properties Inc.		130		17,718
SL Green Realty Corp.		72		7,783
Vornado Realty Trust		149		15,080

				40,581


Office Services & Supplies - 0.0%*
Pitney Bowes Inc.		141		2,561


Oil & Gas Drilling - 0.1%
Helmerich & Payne Inc.		84		5,653
Transocean Ltd.		241		2,569

				8,222

See accompanying notes to financial statements.


20		S&P 500 Index Fund

S&P 500 Index Fund

Schedule of Investments, continued — September 30, 2016


	Number of Shares		Fair Value $

Oil & Gas Equipment & Services - 1.0%
Baker Hughes Inc.		371		18,724
FMC Technologies Inc. (a)		220		6,528
Halliburton Co.		676		30,339
National Oilwell Varco Inc.		311		11,426
Schlumberger Ltd.		1,152		90,593

				157,610


Oil & Gas Exploration & Production - 1.7%
Anadarko Petroleum Corp.		424		26,865
Apache Corp.		321		20,502
Cabot Oil & Gas Corp.		400		10,320
Chesapeake Energy Corp. (a)		346		2,169
Cimarex Energy Co.		68		9,137
Concho Resources Inc. (a)		105		14,422
ConocoPhillips		983		42,731
Devon Energy Corp.		455		20,070
EOG Resources Inc.		435		42,069
EQT Corp.		148		10,748
Hess Corp.		235		12,601
Marathon Oil Corp.		733		11,589
Murphy Oil Corp.		124		3,769
Newfield Exploration Co. (a)		159		6,910
Noble Energy Inc.		360		12,866
Pioneer Natural Resources Co.		140		25,991
Range Resources Corp.		129		4,999
Southwestern Energy Co. (a)		407		5,633

				283,391


Oil & Gas Refining & Marketing - 0.5%
Marathon Petroleum Corp.		403		16,358
Phillips 66		367		29,562
Tesoro Corp.		118		9,388
Valero Energy Corp.		404		21,412

				76,720


Oil & Gas Storage & Transportation - 0.5%
Kinder Morgan Inc.		1,584		36,638
ONEOK Inc.		200		10,278
Spectra Energy Corp.		565		24,154
The Williams Companies Inc.		572		17,577

				88,647


Packaged Foods & Meats - 1.5%
Campbell Soup Co.		142		7,767
ConAgra Foods Inc.		367		17,289
General Mills Inc.		469		29,960
Hormel Foods Corp.		191		7,245
Kellogg Co.		192		14,874
McCormick & Company Inc.		91		9,093
Mead Johnson Nutrition Co.		165		13,037
Mondelez International Inc., Class A		1,241		54,480


	Number of Shares		Fair Value $
The Hershey Co.		119		11,376
The JM Smucker Co.		101		13,689
The Kraft Heinz Co.		502		44,934
Tyson Foods Inc., Class A		246		18,369

				242,113


Paper Packaging - 0.3%
Avery Dennison Corp.		88		6,846
International Paper Co.		346		16,601
Sealed Air Corp.		192		8,797
WestRock Co.		196		9,502

				41,746


Personal Products - 0.1%
The Estee Lauder Companies Inc., Class A		188		16,649


Pharmaceuticals - 5.2%
Allergan PLC (a)		328		75,542
Bristol-Myers Squibb Co.		1,382		74,517
Eli Lilly & Co.		778		62,442
Endo International PLC (a)		204		4,111
Johnson & Johnson		2,267		267,801
Mallinckrodt PLC (a)		73		5,094
Merck & Company Inc.		2,288		142,794
Mylan N.V. (a)		370		14,104
Perrigo Company PLC		114		10,526
Pfizer Inc.		5,005		169,519
Zoetis Inc.		408		21,220

				847,670


Property & Casualty Insurance - 0.8%
Chubb Ltd.		370		46,490
Cincinnati Financial Corp.		106		7,995
The Allstate Corp.		323		22,345
The Progressive Corp.		494		15,561
The Travelers Companies Inc.		229		26,232
XL Group Ltd.		239		8,038

				126,661


Publishing - 0.0%*
News Corp., Class A		366		5,116
News Corp., Class B		40		569

				5,685


Railroads - 0.8%
CSX Corp.		825		25,163
Kansas City Southern		77		7,186
Norfolk Southern Corp.		256		24,847
Union Pacific Corp.		674		65,735

				122,931

See accompanying notes to financial statements.


S&P 500 Index Fund			21

S&P 500 Index Fund

Schedule of Investments, continued — September 30, 2016


	Number of Shares		Fair Value $

Real Estate Services - 0.0%*
CBRE Group Inc., Class A (a)		283		7,918


Regional Banks - 1.0%
BB&T Corp.		682		25,725
Citizens Financial Group Inc.		500		12,355
Fifth Third Bancorp		651		13,319
Huntington Bancshares Inc.		775		7,642
KeyCorp		915		11,136
M&T Bank Corp.		134		15,557
People’s United Financial Inc.		297		4,699
Regions Financial Corp.		1,070		10,561
SunTrust Banks Inc.		384		16,819
The PNC Financial Services Group Inc.		394		35,495
Zions Bancorporation		153		4,746

				158,054


Research & Consulting Services - 0.3%
Equifax Inc.		100		13,458
Nielsen Holdings PLC		305		16,339
The Dun & Bradstreet Corp.		26		3,552
Verisk Analytics Inc. (a)		128		10,404

				43,753


Residential REITs - 0.4%
Apartment Investment & Management Co., Class A		151		6,932
AvalonBay Communities Inc.		117		20,807
Equity Residential		312		20,071
Essex Property Trust Inc.		54		12,026
UDR Inc.		218		7,846

				67,682


Restaurants - 1.2%
Chipotle Mexican Grill Inc. (a)		26		11,011
Darden Restaurants Inc.		112		6,868
McDonald’s Corp.		707		81,559
Starbucks Corp.		1,176		63,669
Yum! Brands Inc.		320		29,059

				192,166


Retail REITs - 0.7%
Federal Realty Investment Trust		60		9,236
General Growth Properties Inc.		488		13,469
Kimco Realty Corp.		335		9,698
Realty Income Corp.		210		14,055
Simon Property Group Inc.		259		53,615
The Macerich Co.		103		8,330

				108,403


	Number of Shares		Fair Value $
Semiconductor Equipment - 0.3%
Applied Materials Inc.		935		28,190
KLA-Tencor Corp.		113		7,877
Lam Research Corp.		132		12,502

				48,569


Semiconductors - 2.8%
Analog Devices Inc.		261		16,821
Broadcom Ltd.		326		56,242
First Solar Inc. (a)		72		2,843
Intel Corp.		3,903		147,338
Linear Technology Corp.		188		11,147
Microchip Technology Inc.		198		12,304
Micron Technology Inc. (a)		844		15,006
NVIDIA Corp.		431		29,532
Qorvo Inc. (a)		101		5,630
QUALCOMM Inc.		1,216		83,296
Skyworks Solutions Inc.		159		12,106
Texas Instruments Inc.		802		56,284
Xilinx Inc.		211		11,466

				460,015


Soft Drinks - 1.8%
Dr Pepper Snapple Group Inc.		157		14,336
Monster Beverage Corp. (a)		116		17,030
PepsiCo Inc.		1,194		129,871
The Coca-Cola Co.		3,218		136,186

				297,423


Specialized Consumer Services - 0.0%*
H&R Block Inc.		229		5,301


Specialized REITs - 1.0%
American Tower Corp.		357		40,459
Crown Castle International Corp.		281		26,473
Digital Realty Trust Inc.		119		11,557
Equinix Inc.		54		19,454
Extra Space Storage Inc.		108		8,576
Iron Mountain Inc.		185		6,943
Public Storage		116		25,884
Weyerhaeuser Co.		576		18,398

				157,744


Specialty Chemicals - 0.5%
Albemarle Corp.		100		8,549
Ecolab Inc.		206		25,074
International Flavors & Fragrances Inc.		57		8,149
PPG Industries Inc.		229		23,670
The Sherwin-Williams Co.		67		18,536

				83,978

See accompanying notes to financial statements.


22		S&P 500 Index Fund

S&P 500 Index Fund

Schedule of Investments, continued — September 30, 2016


	Number of Shares		Fair Value $

Specialty Stores - 0.2%
Signet Jewelers Ltd.		77		5,739
Staples Inc.		503		4,300
Tiffany & Co.		108		7,844
Tractor Supply Co.		111		7,476
Ulta Salon Cosmetics & Fragrance Inc. (a)		56		13,327

				38,686


Steel - 0.1%
Nucor Corp.		266		13,154


Systems Software - 3.1%
CA Inc.		241		7,972
Microsoft Corp.		6,428		370,253
Oracle Corp.		2,482		97,493
Red Hat Inc. (a)		152		12,286
Symantec Corp.		527		13,228

				501,232


Technology Hardware, Storage & Peripherals - 3.6%
Apple Inc.		4,445		502,507
Hewlett Packard Enterprise Co.		1,426		32,441
HP Inc.		1,318		20,469
NetApp Inc.		284		10,173
Seagate Technology PLC		292		11,257
Western Digital Corp.		225		13,156

				590,003


Tires & Rubber - 0.1%
The Goodyear Tire & Rubber Co.		262		8,463


Tobacco - 1.6%
Altria Group Inc.		1,619		102,370


	Number of Shares		Fair Value $
Philip Morris International Inc.		1,283		124,733
Reynolds American Inc.		654		30,836

				257,939


Trading Companies & Distributors - 0.2%
Fastenal Co.		241		10,069
United Rentals Inc. (a)		90		7,064
WW Grainger Inc.		47		10,568

				27,701


Trucking - 0.1%
JB Hunt Transport Services Inc.		87		7,059
Ryder System Inc.		38		2,506

				9,565


Water Utilities - 0.1%
American Water Works Company Inc.		156		11,675


Total Common Stock (Cost $12,965,120)				15,458,384


Short-Term Investments - 4.3%
State Street Institutional U.S. Government Money Market Fund - Class G Shares 0.31% (Cost $701,455) (d)(l)(m)		701,455		701,455


Total Investments (Cost $13,666,575)				16,159,839

Other Assets and Liabilities, net - 0.5%				74,974


NET ASSETS - 100.0%				16,234,813

Other Information:

The Fund had the following long futures contracts open at September 30, 2016:


Description	Expiration date		Number of Contracts		Current Notional Value		Unrealized Appreciation

S&P 500 Emini Index Futures		December 2016		7	$	756,140	$	4,441

Affiliate Table


	Number of Shares Held at 9/30/15	Value At 9/30/15		Shares Purchased		Shares Sold		Number of Shares Held at 9/30/16		Value at 9/30/16		Dividend/ Interest Income		Realized Gain (Loss)
General Electric Co.*	15,333	$	386,698		1,497		9,438		7,392	$	218,951	$	8,882	$	99,102
State Street Corp.	637		42,813		29		364		302		21,028		562		7,711
State Street Institutional U.S. Government Money Market Fund - Class G Shares	1,221,898		1,221,898		6,017,076		6,537,519		701,455		701,455		1,406		—

										$	941,434	$	10,850	$	106,813

*	Non-affiliated investment as of September 30, 2016.

See accompanying notes to financial statements.


S&P 500 Index Fund			23

U.S. Large-Cap Core Equity Fund

Portfolio Management Discussion and Analysis — September 30, 2016 (Unaudited)

Q.	How did the GE Institutional U.S. Large-Cap Core Equity Fund perform compared to its benchmark and Morningstar peer group for the twelve-month period ended September 30, 2016?

For the twelve-month period ended September 30, 2016, the GE Institutional U.S. Large-Cap Core Equity Fund returned 11.67% for the Investment Class shares and 11.58% for the Service Class shares. The Fund’s benchmark, the S&P 500 Index returned 15.43% and the Fund’s Morningstar peer group of 1,576 U.S. Large Blend funds returned an average of 11.76% over the same period.

Q.	What market conditions impacted the Fund’s performance?

Only three sectors underperformed the S&P 500 broad market return: financials, consumer discretionary and health care. Sector performance in financials was dampened by poor performance of rate-sensitive banks and life insurance companies. Consumer discretionary — last year’s top-performing sector — took a breather as investors fretted a slowdown in consumer spending and disruption of traditional media. Health care stocks were pressured by negative election year rhetoric around drug pricing.

Q.	What were the drivers behind Fund performance?

The Fund performed approximately in-line with Morningstar’s average U.S. Large Blend manager in a challenging investment environment, underperforming the S&P 500 Index. Given our relative value approach, the portfolio was underweight defensive sectors that rallied (e.g., telecommunications, utilities and consumer staples). Financials weighed on returns, led by rate-sensitive insurance companies and banks, and asset managers that lagged. We reduced financials exposure during the period to reflect the Federal Reserve’s pushed-out path to interest rate normalization. Within consumer discretionary and information technology, not owning expensive growth-oriented Internet companies hurt relative performance. The Fund also failed to capture all of the upside in the commodity sectors, given an underweight in materials and underperformance among some of the Fund’s oil exploration and production holdings in energy.

Strong stock selection in health care offered a bright spot, helping performance. The Fund emphasized health care device companies that seemed to stay out of the cross hairs of negative drug pricing rhetoric. The Fund’s pharmaceutical holdings outperformed, not only in the reach for dividend yield but due to strong pipelines and fundamentals in many cases. Finally, the Fund benefited from strong stock selection in REITs, another yield sector.

Q.	Were there any significant changes in the Fund during the period?

There were no changes during the period in the portfolio management team or the team’s approach to investing. Health care has remained a key sector overweight. However, the Fund significantly reduced its industrials exposure during the year, taking profits as the global growth outlook faded on the margin. We initiated an overweight in utilities. The Fund also increased its exposure to energy and materials, reflecting our outlook for better fundamentals and commodity prices. Finally, the Fund increased its underweights in consumer staples and telecommunications, reflecting the lack of relative value in those sectors.


24		U.S. Large-Cap Core Equity Fund

U.S. Large-Cap Core Equity Fund

Performance Summary — September 30, 2016 (Unaudited)

Investment Profile

A mutual fund designed for investors who seek long-term growth of capital and future income. The Fund seeks to achieve its investment objectives by investing at least 80% of its net assets under normal circumstances in equity securities of large-capitalization U.S. companies, such as common and preferred stocks. The Fund invests in U.S. large-cap companies (meaning companies with a market capitalization of $8 billion or more) that the portfolio managers believe are undervalued by the market but have solid growth prospects.

Morningstar Performance Comparison

Based on average annual returns for periods ended September 30, 2016


	One Year			Five Year			Ten Year
Number of funds in peer group		1,576			1,379			1,220
Peer group average annual total return		11.76	%		14.15	%		5.86	%
Morningstar Category in peer group: Large Blend

Top Ten Largest Holdings

as of September 30, 2016 (as a % of Fair Value) ^(a)(b)


Alphabet Inc., Class A	3.40	%
Apple Inc.	3.02	%
Johnson & Johnson	2.60	%
Merck & Company Inc.	2.59	%
Bank of America Corp.	2.59	%
QUALCOMM Inc.	2.45	%
Comcast Corp., Class A	2.33	%
PepsiCo Inc.	2.32	%
Amgen Inc.	2.26	%
Cisco Systems Inc.	2.22	%

Sector Allocation as of September 30, 2016

Portfolio composition as a % of Fair Value of $53,505 (in thousands) as of September 30, 2016 ^(a)(b)

LOGO

Average Annual Total Return for the periods ended September 30, 2016

Investment Class Shares (Inception date: 2/2/00)


	One Year			Five Year			Ten Year			Ending Value of a $10,000 Investment
U.S. Large- Cap Core Equity Fund		11.67	%		14.59	%		7.02	%	$	19,710
S&P 500 Index		15.43	%		16.37	%		7.24	%	$	20,114

Service Class Shares (Inception date: 9/30/05)


	One Year			Five Year			Ten Year			Ending Value of a $10,000 Investment
U.S. Large- Cap Core Equity Fund		11.58	%		14.35	%		6.78	%	$	19,276
S&P 500 Index		15.43	%		16.37	%		7.24	%	$	20,114


U.S. Large-Cap Core Equity Fund			25

U.S. Large-Cap Core Equity Fund

Performance Summary, continued — September 30, 2016 (Unaudited)

LOGO

(a)	Fair Value basis is inclusive of short-term investment in State Street Institutional U.S. Government Money Market Fund Class G Shares.

(b)

See Notes to Performance beginning on page 1 for further information, including an explanation of Morningstar peer categories.


26		U.S. Large-Cap Core Equity Fund

U.S. Large-Cap Core Equity Fund

Understanding Your Fund’s Expenses — September 30, 2016 (Unaudited)

Actual Expenses

Hypothetical Example for Comparison Purposes


Investment Class	Actual Fund Return		Hypothetical 5% Return (2.5% for the period)
Actual Fund Return
Beginning Account Value April 1, 2016	$	1,000.00	$	1,000.00
Ending Account Value September 30, 2016	$	1,059.90	$	1,022.50
Expenses Paid During Period*	$	2.57	$	2.53

Service Class
Actual Fund Return
Beginning Account Value April 1, 2016	$	1,000.00	$	1,000.00
Ending Account Value September 30, 2016	$	1,060.50	$	1,021.25
Expenses Paid During Period*	$	3.86	$	3.79

Expenses are equal to the Fund’s annualized expense ratio of 0.50%** for Investment Class shares and 0.75%** for Service Class shares (for the period April 1, 2016-September 30, 2016, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

**	May differ from expense ratio disclosed in the financial highlights, which is calculated based on the entire fiscal year’s data.


U.S. Large-Cap Core Equity Fund			27

U.S. Large-Cap Core Equity Fund

Schedule of Investments — September 30, 2016


	Number of Shares		Fair Value $

Common Stock - 97.9%†
Aerospace & Defense - 3.8%
General Dynamics Corp.		6,013		932,977
Hexcel Corp.		12,264		543,295
The Boeing Co.		4,330		570,434

				2,046,706


Agricultural Products - 0.9%
Archer-Daniels-Midland Co.		10,923		460,623


Airlines - 1.2%
Delta Air Lines Inc.		15,589		613,583


Apparel, Accessories & Luxury Goods - 1.0%
VF Corp.		9,753		546,656


Asset Management & Custody Banks - 2.7%
Ameriprise Financial Inc.		8,727		870,693
Invesco Ltd.		18,017		563,391

				1,434,084


Auto Parts & Equipment - 1.7%
Delphi Automotive PLC		12,855		916,819


Automobile Manufacturers - 0.7%
Ford Motor Co.		32,574		393,168


Automotive Retail - 1.1%
Advance Auto Parts Inc.		3,785		564,419


Biotechnology - 3.7%
Amgen Inc.		7,255		1,210,207
Gilead Sciences Inc.		9,736		770,312

				1,980,519


Cable & Satellite - 2.3%
Comcast Corp., Class A		18,792		1,246,661


Communications Equipment - 2.2%
Cisco Systems Inc.		37,436		1,187,470


Consumer Finance - 1.7%
Discover Financial Services		16,200		916,110


Diversified Banks - 8.3%
Bank of America Corp.		88,554		1,385,870
Citigroup Inc.		18,536		875,455
JPMorgan Chase & Co.		15,504		1,032,411
Wells Fargo & Co.		24,856		1,100,624

				4,394,360


	Number of Shares		Fair Value $
Drug Retail - 0.4%
CVS Health Corp.		2,324		206,813


Electric Utilities - 2.3%
Exelon Corp.		7,886		262,525
NextEra Energy Inc.		7,774		950,916

				1,213,441


General Merchandise Stores - 1.2%
Dollar General Corp.		9,436		660,426


Gold - 1.1%
Newmont Mining Corp.		14,365		564,401


Healthcare Equipment - 5.3%
Boston Scientific Corp. (a)		44,538		1,060,004
Medtronic PLC		12,966		1,120,262
Stryker Corp.		5,604		652,362

				2,832,628


Home Improvement Retail - 1.0%
Lowe’s Companies Inc.		7,648		552,262


Hotels, Resorts & Cruise Lines - 0.9%
Hilton Worldwide Holdings Inc.		20,644		473,367


Household Products - 0.4%
The Procter & Gamble Co.		2,509		225,183


Housewares & Specialties - 1.5%
Newell Brands Inc.		14,918		785,582


Independent Power Producers & Energy Traders - 1.0%
Calpine Corp. (a)		41,901		529,629


Industrial Conglomerates - 1.4%
Honeywell International Inc.		6,212		724,257


Industrial Gases - 0.6%
Air Products & Chemicals Inc.		2,207		331,800


Industrial Machinery - 1.8%
Ingersoll-Rand PLC		13,868		942,192


Integrated Oil & Gas - 3.7%
Chevron Corp.		6,464		665,275
Exxon Mobil Corp.		5,464		476,898
Occidental Petroleum Corp.		11,446		834,642

				1,976,815


Internet Software & Services - 3.4%
Alphabet Inc., Class A (a)		2,261		1,817,980

See accompanying notes to financial statements.


28		U.S. Large-Cap Core Equity Fund

U.S. Large-Cap Core Equity Fund

Schedule of Investments, continued — September 30, 2016


	Number of Shares		Fair Value $

Movies & Entertainment - 1.9%
Time Warner Inc.		12,783		1,017,655


Multi-Line Insurance - 1.5%
The Hartford Financial Services Group Inc.		18,825		806,087


Multi-Utilities - 1.6%
Sempra Energy		7,713		826,756


Oil & Gas Equipment & Services - 0.8%
Schlumberger Ltd.		5,352		420,881


Oil & Gas Exploration & Production - 4.4%
Concho Resources Inc. (a)		2,546		349,693
ConocoPhillips		16,333		709,995
Hess Corp.		13,010		697,596
Noble Energy Inc.		16,863		602,684

				2,359,968


Packaged Foods & Meats - 1.6%
Mondelez International Inc., Class A		19,497		855,918


Paper Packaging - 0.5%
Packaging Corporation of America		2,965		240,936


Pharmaceuticals - 8.3%
Allergan PLC (a)		4,541		1,045,838
Johnson & Johnson		11,793		1,393,107
Merck & Company Inc.		22,242		1,388,123
Pfizer Inc.		17,024		576,603

				4,403,671


Property & Casualty Insurance - 0.3%
XL Group Ltd.		4,501		151,369


Research & Consulting Services - 1.6%
Nielsen Holdings PLC		16,280		872,120


Semiconductor Equipment - 2.1%
Applied Materials Inc.		37,465		1,129,570


	Number of Shares		Fair Value $
Semiconductors - 4.1%
NXP Semiconductors N.V. (a)		8,599		877,184
QUALCOMM Inc.		19,097		1,308,144

				2,185,328


Soft Drinks - 2.3%
PepsiCo Inc.		11,429		1,243,132


Specialized REITs - 1.8%
American Tower Corp.		8,453		957,978


Specialty Chemicals - 0.4%
PPG Industries Inc.		1,797		185,738


Systems Software - 2.1%
Oracle Corp.		28,074		1,102,747


Technology Hardware, Storage & Peripherals - 4.2%
Apple Inc. (l)		14,270		1,613,224
Western Digital Corp.		10,343		604,755

				2,217,979


Trading Companies & Distributors - 1.1%
United Rentals Inc. (a)		7,145		560,811


Total Common Stock (Cost $45,920,605)				52,076,598


Short-Term Investments – 2.7%
State Street Institutional U.S. Government Money Market Fund - Class G Shares 0.31% (Cost $1,428,579) (d)(l)(m)		1,428,579		1,428,579


Total Investments (Cost $47,349,184)				53,505,177

Liabilities in Excess of Other Assets, net - (0.6)%				(303,324	)


NET ASSETS - 100.0%				53,201,853

Other Information:

The Fund had the following long futures contracts open at September 30, 2016:


Description	Expiration date		Number of Contracts		Current Notional Value		Unrealized Appreciation

S&P 500 Emini Index Futures		December 2016		2	$	216,040	$	854

See accompanying notes to financial statements.


U.S. Large-Cap Core Equity Fund			29

U.S. Large-Cap Core Equity Fund

Schedule of Investments, continued — September 30, 2016

Affiliate Table


	Number of Shares Held at 9/30/15		Value At 9/30/15		Shares Purchased		Shares Sold		Number of Shares Held at 9/30/16		Value at 9/30/16		Dividend/ Interest Income		Realized Gain (Loss)
Financial Select Sector SPDR Fund		7,859	$	178,085		1,188		9,047		—	$	—	$	2,283	$	82,314
Industrial Select Sector SPDR Fund		14,295		713,178		5,057		19,352		—		—		13,753		253,911
State Street Institutional U.S. Government Money Market Fund - Class G Shares		326,019		326,019		23,327,445		22,224,885		1,428,579		1,428,579		4,192		—

											$	1,428,579	$	20,228	$	336,225

See accompanying notes to financial statements.


30		U.S. Large-Cap Core Equity Fund

Premier Growth Equity Fund

Portfolio Management Discussion and Analysis — September 30, 2016 (Unaudited)

Q.	How did the GE Institutional Premier Growth Equity Fund perform compared to its benchmarks and Morningstar peer group for the twelve-month period ended September 30, 2016?

For the twelve-month period ended September 30, 2016, the GE Institutional Premier Growth Equity Fund returned 15.25% for the Investment Class shares and 14.99% for the Service Class shares. The Fund’s benchmarks, the S&P 500 Index and the Russell 1000 Growth Index returned 15.43% and 13.76%, respectively, and the Fund’s Morningstar peer group of 1,677 US Large Growth funds returned an average of 10.50% over the same period.

Q.	What market conditions impacted the Fund’s performance?

Q.	What were the drivers behind Fund performance?

The Fund outperformed the Russell 1000 Growth Benchmark due to broad-based stock selection strength across the entire portfolio. Due to growth style headwinds, it slightly lagged the S&P 500 Index, net of fees. Consumer discretionary stock selection was a key positive performance driver, even as momentum reversed for the consumer cyclicals. The leading Internet retailer defied gravity as it took share from traditional retailers and asserted its leadership position in cloud computing services. In addition, a Macao-based casino company rebounded along with the Chinese gaming market and we eliminated the positon on strength. Several of the Fund’s U.S. media holdings demonstrated strong results, seemingly immune to economic growth fears.

Within financials, we avoided banks and insurance companies most leveraged to margin pressure from the low rate environment. Instead we held certain capital markets companies and diversified financials which discounted the potential for future rate increases early. On the other side of the financials barbell, the Fund’s sole Real Estate Investment Trust (“REIT”) holding also contributed to returns as the outlook for a Fed Funds rate increase got pushed out. In the information technology (“IT”) sector, the Fund benefited from strength among its communications equipment, internet and services holdings.

The Fund’s health care holdings trimmed relative performance as rhetoric around drug pricing intensified. One of our health care names was involved in a large M&A transaction that did not materialize, negatively impacting returns. We maintain conviction in this company’s ability to grow well on its own. We find health care’s superior growth rates and attractive valuations compelling, and believe the uncertainty overhang should begin to resolve post November 2016’s presidential election.

The Fund’s underweight positioning in defensive yield sectors modestly trimmed relative performance amid the year’s uncertainties. We do not see the combination of steady, visible double-digit earnings growth among the staples, telecomm and utilities sectors. Trading at rich multiples, these slower-growth areas of the market are unattractive at this point in the cycle.

The Fund does not invest in derivatives securities as part of its strategy, buy may hold futures contracts or ETFs to equitize cash flows in advance of investment. The effect of derivatives on performance was de minimis for the year.


Premier Growth Equity Fund			31

Premier Growth Equity Fund

Portfolio Management Discussion and Analysis, continued — September 30, 2016 (Unaudited)

Q.	Were there any significant changes in the Fund during the period?

There were no changes during the period in the portfolio management team or its approach to investing. Turnover remained relatively low in keeping with our long-term investment horizon, but did result in some changes in positioning. Among sectors, IT was the largest absolute weighting as the sector where we find many of the innovative, growth companies at reasonable valuations that we favor. We have modestly trimmed our exposure to IT in the past year. We also modestly reduced our financials exposure, and increased our overweight in health care. We eliminated our sole materials holding, increasing the Fund’s underweight in this commodity oriented sector. Consumer staples has been a consistent sector underweight, but that underweight was reduced somewhat over the last year due to outperformance in our sole holding, a beverage company.


32		Premier Growth Equity Fund

Premier Growth Equity Fund

Performance Summary — September 30, 2016 (Unaudited)

Investment Profile

A mutual fund designed for investors who seek long-term growth of capital and future income. The Fund seeks to achieve its investment objectives by investing at least 80% of its net assets under normal circumstances in equity securities, such as common and preferred stocks. The Fund invests primarily in a limited number of large and medium-sized companies (meaning companies with a market capitalization of $2 billion or more) that the portfolio manager believes have above-average growth histories and/or growth potential.

Morningstar Performance Comparison

Based on average annual returns for periods ended September 30, 2016


	One Year			Five Year			Ten Year
Number of funds in peer group		1,677			1,504			1,308
Peer group average annual total return		10.50	%		14.76	%		6.93	%
Morningstar Category in peer group: Large Growth

Top Ten Largest Holdings

as of September 30, 2016 (as a % of Fair Value) ^(a)(b)


Alphabet Inc., Class C	4.88	%
Amazon.com Inc.	4.84	%
Apple Inc.	4.83	%
Visa Inc., Class A	4.57	%
Allergan PLC	4.39	%
Medtronic PLC	4.06	%
Facebook Inc., Class A	4.03	%
S&P Global Inc.	3.97	%
CME Group Inc.	3.86	%
PepsiCo Inc.	3.82	%

Sector Allocation as of September 30, 2016

Portfolio composition as a % of Fair Value of $336,098 (in thousands) as of September 30, 2016 ^(a)(b)

LOGO

Average Annual Total Return for the periods ended September 30, 2016

Investment Class Shares (Inception date: 10/29/99)


	One Year			Five Year			Ten Year			Ending Value of a $10,000 Investment
Premier Growth Equity Fund		15.25	%		17.69	%		8.67	%	$	22,974
S&P 500 Index		15.43	%		16.37	%		7.24	%	$	20,114
Russell 1000 Growth Index		13.76	%		16.60	%		8.85	%	$	23,349

Service Class Shares (Inception date: 1/3/01)


	One Year			Five Year			Ten Year			Ending Value of a $10,000 Invest ment
Premier Growth Equity Fund		14.99	%		17.40	%		8.34	%	$	22,281
S&P 500 Index		15.43	%		16.37	%		7.24	%	$	20,114
Russell 1000 Growth Index		13.76	%		16.60	%		8.85	%	$	23,349


Premier Growth Equity Fund			33

Premier Growth Equity Fund

Performance Summary, continued — September 30, 2016 (Unaudited)

LOGO

(a)	Fair Value basis is inclusive of short-term investment in State Street Institutional U.S. Government Money Market Fund Class G Shares.

(b)

See Notes to Performance beginning on page 1 for further information, including an explanation of Morningstar peer categories.


34		Premier Growth Equity Fund

Premier Growth Equity Fund

Understanding Your Fund’s Expenses — September 30, 2016 (Unaudited)

Actual Expenses

The first section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your class under the heading “Expenses paid during period” to estimate the expenses you paid on your account during the period.

Hypothetical Example for Comparison Purposes


Investment Class	Actual Fund Return		Hypothetical 5% Return (2.5% for the period)
Actual Fund Return
Beginning Account Value April 1, 2016	$	1,000.00	$	1,000.00
Ending Account Value September 30, 2016	$	1,084.60	$	1,023.10
Expenses Paid During Period*	$	1.98	$	1.92

Service Class
Actual Fund Return
Beginning Account Value April 1, 2016	$	1,000.00	$	1,000.00
Ending Account Value September 30, 2016	$	1,084.00	$	1,021.85
Expenses Paid During Period*	$	3.28	$	3.18

*	Expenses are equal to the Fund’s annualized expense ratio of 0.38% for Investment Class shares and 0.63% for Service Class shares (for the period April 1, 2016-September 30, 2016), multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).


Premier Growth Equity Fund			35

Premier Growth Equity Fund

Schedule of Investments — September 30, 2016


	Number of Shares		Fair Value $

Common Stock - 95.9%†
Air Freight & Logistics - 1.1%
United Parcel Service Inc., Class B		33,761		3,692,103


Application Software - 3.2%
Intuit Inc.		71,743		7,892,447
salesforce.com Inc. (a)		42,606		3,039,086

				10,931,533


Biotechnology - 9.4%
Alexion Pharmaceuticals Inc. (a)		53,174		6,515,942
Amgen Inc.		70,055		11,685,875
Gilead Sciences Inc.		118,165		9,349,215
Vertex Pharmaceuticals Inc. (a)		48,110		4,195,673

				31,746,705


Cable & Satellite - 9.7%
Charter Communications Inc., Class A (a)		37,982		10,254,001
Comcast Corp., Class A		88,624		5,879,316
Liberty Global PLC, Class C (a)		329,173		10,875,876
Sirius XM Holdings Inc. (a)		1,350,455		5,631,397

				32,640,590


Data Processing & Outsourced Services - 6.7%
PayPal Holdings Inc. (a)		173,027		7,088,916
Visa Inc., Class A		185,688		15,356,398

				22,445,314


Financial Exchanges & Data - 7.8%
CME Group Inc.		124,073		12,968,110
S&P Global Inc.		105,504		13,352,586

				26,320,696


Healthcare Equipment - 5.8%
Abbott Laboratories		143,486		6,068,023
Medtronic PLC		157,834		13,636,858

				19,704,881


Healthcare Supplies - 1.8%
The Cooper Companies Inc.		34,605		6,203,292


Home Improvement Retail - 2.8%
Lowe’s Companies Inc.		130,825		9,446,873


Internet & Direct Marketing Retail - 4.8%
Amazon.com Inc. (a)		19,413		16,254,699


Internet Software & Services - 11.4%
Alphabet Inc., Class C (a)		21,101		16,401,596
Baidu Inc. ADR (a)		29,541		5,378,530


	Number of Shares		Fair Value $
Facebook Inc., Class A (a)		105,504		13,532,998
LinkedIn Corp., Class A (a)		16,881		3,226,297

				38,539,421


Investment Banking & Brokerage - 3.4%
The Charles Schwab Corp.		367,155		11,591,083


Movies & Entertainment - 2.4%
The Walt Disney Co.		86,092		7,994,503


Oil & Gas Equipment & Services - 2.2%
Schlumberger Ltd.		92,844		7,301,252


Pharmaceuticals - 4.4%
Allergan PLC (a)		64,147		14,773,696


Semiconductors - 2.7%
QUALCOMM Inc.		130,825		8,961,513


Soft Drinks - 3.8%
PepsiCo Inc.		118,165		12,852,807


Specialized REITs - 3.6%
American Tower Corp.		105,504		11,956,768


Systems Software - 2.1%
Microsoft Corp.		122,385		7,049,376


Technology Hardware, Storage & Peripherals - 4.8%
Apple Inc. (l)		143,486		16,221,092


Trading Companies & Distributors - 2.0%
United Rentals Inc. (a)		84,403		6,624,792


Total Common Stock (Cost $256,114,297)				323,252,989


Short-Term Investments - 3.8%
State Street Institutional U.S. Government Money Market Fund - Class G Shares 0.31% (Cost $12,844,727) (d)(l)(m)		12,844,727		12,844,727


Total Investments (Cost $268,959,024)				336,097,716

Other Assets and Liabilities, net - 0.3%				1,149,378


NET ASSETS - 100.0%				337,247,094

See accompanying notes to financial statements.


36		Premier Growth Equity Fund

Premier Growth Equity Fund

Schedule of Investments, continued — September 30, 2016

Other Information:

The Fund had the following long futures contracts open at September 30, 2016:


Description	Expiration date		Number of Contracts		Current Notional Value		Unrealized Appreciation

S&P 500 Emini Index Futures		December 2016		30	$	3,240,600	$	22,586

Affiliate Table


	Number of Shares Held at 9/30/15		Value At 9/30/15		Shares Purchased		Shares Sold		Number of Shares Held at 9/30/16		Value at 9/30/16		Dividend/ Interest Income		Realized Gain (Loss)

State Street Institutional U.S. Government Money Market Fund - Class G Shares		4,317,388	$	4,317,388		93,824,923		85,297,584		12,844,727	$	12,844,727	$	19,746	$	—

											$	12,844,727	$	19,746	$	—

See accompanying notes to financial statements.


Premier Growth Equity Fund			37

Small-Cap Equity Fund

Portfolio Management Discussion and Analysis — September 30, 2016 (Unaudited)

Q.	How did the GE Institutional Small-Cap Equity Fund perform compared to its benchmark and Morningstar peer group for the twelve-month period ended September 30, 2016?

For the twelve-month period ended September 30, 2016, the GE Institutional Small-Cap Equity Fund returned 18.24% for the Investment Class shares and 17.96% for the Service Class shares. The Fund’s benchmark, the Russell 2000 Index returned 15.47% and the Fund’s Morningstar peer group of 857 US Small Blend funds returned an average of 13.08% over the same period.

Q.	What market conditions impacted the Fund’s performance?

A strong rally in U.S. small cap equities helped propel the Fund throughout the 12 month period. Value and quality were rewarded earlier on in the year in a substantial way, which helped drive the returns of the Fund above the index especially in the industrials, healthcare, and technology sectors where the portfolio managers’ price discipline and preference for strong balance sheets led to excess returns.

Q.	What were the drivers behind Fund performance?

Performance was driven largely by security selection. While each manager has their own unique style of investing, most of those were rewarded over the period. The Fund remained significantly underweight financials, which ended up being a mild additive as one of the more volatile components of the index (mortgage REITS) were not held in the portfolio. While approximately 1% of the Fund’s assets were invested in derivatives to equitize cash, they replicate the index performance and did not materially add or detract from performance.

Q.	Were there any significant changes in the Fund during the period?

A.	While, managers were rebalanced up and down towards the strategic weights in the fund, no significant changes were made to the overall Fund.


38		Small-Cap Equity Fund

Small-Cap Equity Fund

Performance Summary — September 30, 2016 (Unaudited)

Investment Profile

A mutual fund designed for investors who seek long-term growth of capital. The Fund seeks to achieve its investment objective by investing at least 80% of its net assets under normal circumstances in equity securities of small-cap companies, such as common and preferred stocks. The Fund uses a multi- sub-adviser investment strategy that combines growth, value and core investment management styles, which allows the Fund the potential to benefit from both value and growth cycles in the marketplace.

Morningstar Performance Comparison

Based on average annual returns for periods ended September 30, 2016


	One Year			Five Year			Ten Year
Number of funds in peer group		857			701			592
Peer group average annual total return		13.08	%		14.61	%		6.28	%
Morningstar Category in peer group: Small Blend

Top Ten Largest Holdings

as of September 30, 2016 (as a % of Fair Value) ^(a)(b)


Blackbaud Inc.	1.26	%
John Wiley & Sons Inc., Class A	1.21	%
Cepheid	0.97	%
Hill-Rom Holdings Inc.	0.96	%
Integra LifeSciences Holdings Corp.	0.91	%
Wolverine World Wide Inc.	0.91	%
Raymond James Financial Inc.	0.86	%
Allied World Assurance Company Holdings AG	0.86	%
MEDNAX Inc.	0.84	%
CLARCOR Inc.	0.84	%

Sector Allocation as of September 30, 2016

Portfolio composition as a % of Fair Value of $1,282,759 (in thousands) as of September 30, 2016 ^(a)(b)

LOGO

Average Annual Total Return for the periods ended September 30, 2016

Investment Class Shares (Inception date: 8/3/98)


	One Year			Five Year			Ten Year			Ending Value of a $10,000 Investment
Small-Cap Equity Fund		18.24	%		16.01	%		8.02	%	$	21,621
Russell 2000 Index		15.47	%		15.82	%		7.07	%	$	19,806

Service Class Shares (Inception date: 9/30/05)


	One Year			Five Year			Ten Year			Ending Value of a $10,000 Investment
Small-Cap Equity Fund		17.96	%		15.71	%		7.75	%	$	21,102
Russell 2000 Index		15.47	%		15.82	%		7.07	%	$	19,806


Small-Cap Equity Fund			39

Small-Cap Equity Fund

Performance Summary, continued — September 30, 2016 (Unaudited)

LOGO

(a)	Fair Value basis is inclusive of short-term investment in State Street Institutional U.S. Government Money Market Fund Class G Shares.

(b)

See Notes to Performance beginning on page 1 for further information, including an explanation of Morningstar peer categories.


40		Small-Cap Equity Fund

Small-Cap Equity Fund

Understanding Your Fund’s Expenses — September 30, 2016 (Unaudited)

Actual Expenses

Hypothetical Example for Comparison Purposes


Investment Class	Actual Fund Return		Hypothetical 5% Return (2.5% for the period)
Actual Fund Return
Beginning Account Value April 1, 2016	$	1,000.00	$	1,000.00
Ending Account Value September 30, 2016	$	1,127.40	$	1,020.55
Expenses Paid During Period*	$	4.73	$	4.50

Service Class
Actual Fund Return
Beginning Account Value April 1, 2016	$	1,000.00	$	1,000.00
Ending Account Value September 30, 2016	$	1,126.60	$	1,019.30
Expenses Paid During Period*	$	6.06	$	5.76

*	Expenses are equal to the Fund’s annualized expense ratio of 0.89% for Investment Class shares and 1.14% for Service Class shares (for the period April 1, 2016-September 30, 2016), multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).


Small-Cap Equity Fund			41

Small-Cap Equity Fund

Schedule of Investments — September 30, 2016


	Number of Shares		Fair Value $

Common Stock - 93.3%†
Aerospace & Defense - 0.4%
Esterline Technologies Corp. (a)		5,836		443,770
Teledyne Technologies Inc. (a)		45,712		4,933,696

				5,377,466


Agricultural & Farm Machinery - 0.6%
AGCO Corp.		170,235		8,395,990


Agricultural Products - 0.7%
Darling Ingredients Inc. (a)		721,971		9,753,828


Airlines - 0.1%
Hawaiian Holdings Inc. (a)		16,000		777,600


Alternative Carriers - 0.1%
Inteliquent Inc.		58,500		944,190


Aluminum - 0.0%*
Century Aluminum Co. (a)		49,646		345,040


Apparel Retail - 0.8%
American Eagle Outfitters Inc.		18,019		321,819
Burlington Stores Inc. (a)		34,740		2,814,635
Express Inc. (a)		20,664		243,628
Genesco Inc. (a)		58,273		3,173,548
The Buckle Inc.		163,165		3,920,855

				10,474,485


Apparel, Accessories & Luxury Goods - 0.3%
G-III Apparel Group Ltd. (a)		119,877		3,494,415


Application Software - 4.0%
ACI Worldwide Inc. (a)		258,741		5,014,400
Blackbaud Inc.		244,415		16,214,491
Exa Corp. (a)		54,100		868,305
Guidewire Software Inc. (a)		71,000		4,258,580
Jive Software Inc. (a)		385,473		1,642,115
Mentor Graphics Corp.		196,000		5,182,240
PTC Inc. (a)		103,083		4,567,608
RealPage Inc. (a)		362,249		9,309,799
SS&C Technologies Holdings Inc.		145,004		4,661,879
Zix Corp. (a)		221,300		907,330

				52,626,747


Asset Management & Custody Banks - 0.6%
Ashford Inc. (a)		12,700		601,980
Fifth Street Asset Management Inc.		107,200		590,672
Financial Engines Inc.		208,500		6,194,535
Westwood Holdings Group Inc.		5,652		300,178

				7,687,365


	Number of Shares		Fair Value $
Auto Parts & Equipment - 1.0%
American Axle & Manufacturing Holdings Inc. (a)		28,255		486,551
Drew Industries Inc.		8,036		787,689
Gentherm Inc. (a)		20,374		640,151
Horizon Global Corp. (a)		46,761		931,947
Tenneco Inc. (a)		159,342		9,284,858
Tower International Inc.		33,747		813,303

				12,944,499


Automobile Manufacturers - 0.8%
Thor Industries Inc.		103,101		8,732,654
Winnebago Industries Inc.		52,982		1,248,786

				9,981,440


Automotive Retail - 0.6%
CST Brands Inc.		94,000		4,520,460
Group 1 Automotive Inc.		53,000		3,385,640

				7,906,100


Biotechnology - 2.2%
Achillion Pharmaceuticals Inc. (a)		84,600		685,260
Aduro Biotech Inc. (a)		35,200		437,536
Agios Pharmaceuticals Inc. (a)		7,000		369,740
Applied Genetic Technologies Corp. (a)		49,300		482,154
Arena Pharmaceuticals Inc. (a)		434,400		760,200
BioSpecifics Technologies Corp. (a)		21,200		968,204
Cepheid (a)		235,500		12,408,495
Exelixis Inc. (a)		41,000		524,390
FibroGen Inc. (a)		27,000		558,900
Five Prime Therapeutics Inc. (a)		18,600		976,314
Halozyme Therapeutics Inc. (a)		48,000		579,840
Insys Therapeutics Inc. (a)		30,500		359,595
MacroGenics Inc. (a)		28,800		861,408
Natera Inc. (a)		39,700		441,067
NewLink Genetics Corp. (a)		17,700		265,854
Repligen Corp. (a)		214,898		6,487,771
Vanda Pharmaceuticals Inc. (a)		35,600		592,384
Voyager Therapeutics Inc. (a)		55,800		670,158

				28,429,270


Brewers - 0.4%
The Boston Beer Company Inc., Class A (a)		34,600		5,371,996


Building Products - 0.5%
American Woodmark Corp. (a)		12,382		997,618

See accompanying notes to financial statements.


42		Small-Cap Equity Fund

Small-Cap Equity Fund

Schedule of Investments, continued — September 30, 2016


	Number of Shares		Fair Value $

Apogee Enterprises Inc.		27,097		1,210,965
Builders FirstSource Inc. (a)		67,302		774,646
NCI Building Systems Inc. (a)		52,543		766,602
Simpson Manufacturing Company Inc.		12,864		565,373
Universal Forest Products Inc.		18,044		1,777,153

				6,092,357


Casinos & Gaming - 0.2%
Churchill Downs Inc.		6,300		922,005
Golden Entertainment Inc.		71,200		887,864
Pinnacle Entertainment Inc. (a)		27,156		335,105

				2,144,974


Commercial Printing - 0.4%
Brady Corp., Class A		152,500		5,278,025
Deluxe Corp.		9,623		643,009

				5,921,034


Commodity Chemicals - 0.1%
Trinseo S.A.		23,451		1,326,389


Communications Equipment - 0.5%
ADTRAN Inc.		55,834		1,068,663
Extreme Networks Inc. (a)		204,000		915,960
Lumentum Holdings Inc. (a)		66,289		2,768,891
Plantronics Inc.		27,455		1,426,562

				6,180,076


Construction & Engineering - 0.6%
Chicago Bridge & Iron Company N.V.		289,797		8,123,010


Construction Machinery & Heavy Trucks - 1.4%
Alamo Group Inc.		19,475		1,283,208
Astec Industries Inc.		22,189		1,328,455
Commercial Vehicle Group Inc. (a)		185,300		1,071,034
Federal Signal Corp.		435,631		5,776,467
Trinity Industries Inc.		336,675		8,140,802
Wabash National Corp. (a)		72,263		1,029,025

				18,628,991


Construction Materials - 0.1%
Summit Materials Inc., Class A (a)		38,806		719,851


Consumer Finance - 0.1%
Enova International Inc. (a)		97,837		947,062


Data Processing & Outsourced Services - 2.0%
Broadridge Financial Solutions Inc.		116,880		7,923,295


	Number of Shares		Fair Value $
CoreLogic Inc. (a)		136,114		5,338,391
CSG Systems International Inc.		50,535		2,088,612
WEX Inc. (a)		96,000		10,376,640

				25,726,938


Distributors - 0.7%
LKQ Corp. (a)		266,472		9,449,097


Diversified Chemicals - 0.1%
The Chemours Co.		79,799		1,276,784


Diversified REITs - 0.7%
American Assets Trust Inc.		21,491		932,280
Cousins Properties Inc.		483,895		5,051,864
Gramercy Property Trust		212,043		2,044,094
PS Business Parks Inc.		8,088		918,554

				8,946,792


Diversified Support Services - 1.5%
Healthcare Services Group Inc.		205,856		8,147,780
Ritchie Bros Auctioneers Inc.		277,766		9,741,254
UniFirst Corp.		11,523		1,519,423

				19,408,457


Education Services - 0.4%
Capella Education Co.		12,900		748,716
K12 Inc. (a)		330,265		4,739,303

				5,488,019


Electric Utilities - 1.2%
ALLETE Inc.		19,923		1,187,809
IDACORP Inc.		132,438		10,367,247
MGE Energy Inc.		14,500		819,395
PNM Resources Inc.		36,126		1,182,043
Portland General Electric Co.		16,203		690,086
Spark Energy Inc., Class A		30,000		873,900
The Empire District Electric Co.		15,988		545,830

				15,666,310


Electrical Components & Equipment - 0.3%
Encore Wire Corp.		31,912		1,173,404
EnerSys		14,582		1,008,929
General Cable Corp.		52,631		788,412
Regal Beloit Corp.		8,916		530,413

				3,501,158


Electronic Components - 0.7%
Belden Inc.		12,606		869,688
Littelfuse Inc.		51,953		6,692,066
Rogers Corp. (a)		18,411		1,124,544

				8,686,298

See accompanying notes to financial statements.


Small-Cap Equity Fund			43

Small-Cap Equity Fund

Schedule of Investments, continued — September 30, 2016


	Number of Shares		Fair Value $

Electronic Equipment & Instruments - 0.8%
Coherent Inc. (a)		9,800		1,083,292
Control4 Corp. (a)		137,790		1,692,061
FARO Technologies Inc. (a)		8,969		322,436
Rofin-Sinar Technologies Inc. (a)		49,993		1,608,775
VeriFone Systems Inc. (a)		182,642		2,874,785
Zebra Technologies Corp., Class A (a)		38,490		2,679,289

				10,260,638


Electronic Manufacturing Services - 0.2%
Benchmark Electronics Inc. (a)		15,557		388,147
Methode Electronics Inc.		27,879		974,929
Plexus Corp. (a)		28,594		1,337,627

				2,700,703


Environmental & Facilities Services - 0.8%
Clean Harbors Inc. (a)		206,347		9,900,529


Fertilizers & Agricultural Chemicals - 0.1%
American Vanguard Corp.		53,241		855,050


Food Distributors - 0.5%
SpartanNash Co.		237,219		6,860,374


Food Retail - 0.1%
Casey’s General Stores Inc.		9,242		1,110,426


Footwear - 1.2%
Deckers Outdoor Corp. (a)		70,954		4,225,311
Wolverine World Wide Inc.		505,651		11,645,142

				15,870,453


Gas Utilities - 0.1%
South Jersey Industries Inc.		28,476		841,466


Health Care REITs - 0.6%
CareTrust REIT Inc.		96,810		1,430,852
Omega Healthcare Investors Inc.		117,435		4,163,071
Sabra Health Care REIT Inc.		73,386		1,847,859

				7,441,782


Healthcare Distributors - 0.2%
Aceto Corp.		94,000		1,785,060
Owens & Minor Inc.		17,433		605,448

				2,390,508


Healthcare Equipment - 5.6%
Abaxis Inc.		21,000		1,084,020
Cantel Medical Corp.		67,500		5,263,650


	Number of Shares		Fair Value $
Cardiovascular Systems Inc. (a)		198,700		4,717,138
CONMED Corp.		182,500		7,310,950
Glaukos Corp. (a)		15,376		580,290
Globus Medical Inc., Class A (a)		153,000		3,453,210
Hill-Rom Holdings Inc.		199,131		12,342,140
Insulet Corp. (a)		99,000		4,053,060
Integra LifeSciences Holdings Corp. (a)		141,500		11,680,825
iRadimed Corp. (a)		30,300		514,797
LeMaitre Vascular Inc.		61,900		1,228,096
Masimo Corp. (a)		130,300		7,751,547
Natus Medical Inc. (a)		12,759		501,301
NuVasive Inc. (a)		157,700		10,512,282
NxStage Medical Inc. (a)		44,600		1,114,554
Penumbra Inc. (a)		14,211		1,079,894

				73,187,754


Healthcare Facilities - 0.7%
Amsurg Corp. (a)		142,638		9,563,878


Healthcare Services - 1.9%
Addus HomeCare Corp. (a)		16,000		418,560
Air Methods Corp. (a)		84,153		2,649,978
AMN Healthcare Services Inc. (a)		45,123		1,438,070
BioTelemetry Inc. (a)		79,200		1,470,744
Diplomat Pharmacy Inc. (a)		23,497		658,151
Envision Healthcare Holdings Inc. (a)		45,631		1,016,202
LHC Group Inc. (a)		21,200		781,856
MEDNAX Inc. (a)		162,883		10,790,999
RadNet Inc. (a)		100,300		742,220
Team Health Holdings Inc. (a)		134,395		4,375,901

				24,342,681


Healthcare Supplies - 1.3%
Endologix Inc. (a)		396,337		5,073,114
ICU Medical Inc. (a)		61,400		7,759,732
Lantheus Holdings Inc. (a)		272,300		2,254,644
Merit Medical Systems Inc. (a)		30,377		737,857
OraSure Technologies Inc. (a)		148,200		1,181,154

				17,006,501


Healthcare Technology - 1.9%
HMS Holdings Corp. (a)		415,533		9,212,366
Medidata Solutions Inc. (a)		132,000		7,360,320
Omnicell Inc. (a)		160,500		6,147,150
Quality Systems Inc.		22,752		257,553
Vocera Communications Inc. (a)		73,822		1,247,592

				24,224,981

See accompanying notes to financial statements.


44		Small-Cap Equity Fund

Small-Cap Equity Fund

Schedule of Investments, continued — September 30, 2016


	Number of Shares		Fair Value $

Home Building - 0.2%
Meritage Homes Corp. (a)		25,150		872,705
TopBuild Corp. (a)		53,691		1,782,541

				2,655,246


Home Furnishing Retail - 0.2%
Aaron’s Inc.		102,074		2,594,721


Home Furnishings - 0.0%*
Ethan Allen Interiors Inc.		19,112		597,632


Hotel & Resort REITs - 0.2%
Ashford Hospitality Trust Inc.		48,552		285,971
RLJ Lodging Trust		144,905		3,047,352

				3,333,323


Hotels, Resorts & Cruise Lines - 0.2%
Interval Leisure Group Inc.		166,185		2,853,396


Household Appliances - 0.1%
Helen of Troy Ltd. (a)		9,409		810,774


Household Products - 0.1%
Central Garden & Pet Co. (a)		35,400		920,400


Housewares & Specialties - 0.1%
Tupperware Brands Corp.		10,331		675,338


Human Resource & Employment Services - 0.1%
Insperity Inc.		15,519		1,127,300


Industrial Conglomerates - 0.0%*
Raven Industries Inc.		20,100		462,903


Industrial Machinery - 8.0%
Actuant Corp., Class A		219,000		5,089,560
Altra Industrial Motion Corp.		21,092		611,035
Barnes Group Inc.		115,065		4,665,886
CLARCOR Inc.		165,467		10,755,355
Crane Co.		31,220		1,967,172
Energy Recovery Inc. (a)		51,400		821,372
Franklin Electric Company Inc.		27,665		1,126,242
Harsco Corp.		121,418		1,205,681
IDEX Corp.		91,859		8,595,246
John Bean Technologies Corp.		62,200		4,388,210
LB Foster Co., Class A		38,882		466,973
Luxfer Holdings PLC ADR		207,002		2,399,153
Lydall Inc. (a)		113,000		5,777,690
Manitowoc Foodservice Inc. (a)		311,500		5,052,530
Mueller Industries Inc.		166,042		5,383,082
Nordson Corp.		70,979		7,071,638
RBC Bearings Inc. (a)		67,500		5,162,400
Standex International Corp.		64,500		5,990,115
The Gorman-Rupp Co.		61,400		1,572,454


	Number of Shares		Fair Value $
The Timken Co.		236,005		8,293,216
TriMas Corp. (a)		355,000		6,606,550
Woodward Inc.		171,511		10,716,007

				103,717,567


Industrial REITs - 0.2%
Rexford Industrial Realty Inc.		32,652		747,404
STAG Industrial Inc.		93,717		2,297,004

				3,044,408


Internet Software & Services - 3.6%
Alarm.com Holdings Inc. (a)		25,900		747,474
Autobytel Inc. (a)		42,100		749,380
Blucora Inc. (a)		70,200		786,240
Brightcove Inc. (a)		100,600		1,312,830
Care.com Inc. (a)		69,826		695,467
comScore Inc. (a)		22,200		680,652
Cornerstone OnDemand Inc. (a)		162,375		7,461,131
EarthLink Holdings Corp.		110,700		686,340
Envestnet Inc. (a)		116,000		4,228,200
GoDaddy Inc., Class A (a)		37,225		1,285,379
Gogo Inc. (a)		73,100		807,024
Internap Corp. (a)		309,200		510,180
LogMeIn Inc.		115,500		10,440,045
MeetMe Inc. (a)		99,700		618,140
NIC Inc. (a)		386,529		9,083,432
SPS Commerce Inc. (a)		70,500		5,175,405
XO Group Inc. (a)		85,386		1,650,511

				46,917,830


Investment Banking & Brokerage - 1.1%
GAIN Capital Holdings Inc.		98,976		611,672
Greenhill & Company Inc.		18,459		435,078
Piper Jaffray Cos. (a)		32,683		1,578,589
Raymond James Financial Inc.		189,943		11,056,582
Stifel Financial Corp. (a)		36,537		1,404,848

				15,086,769


IT Consulting & Other Services - 0.1%
Perficient Inc. (a)		44,260		891,839
The Hackett Group Inc.		53,800		888,776
Virtusa Corp. (a)		7,575		186,951

				1,967,566


Leisure Products - 0.7%
Brunswick Corp.		12,514		610,433
Polaris Industries Inc.		111,700		8,650,048

				9,260,481


Life & Health Insurance - 0.1%
American Equity Investment Life Holding Co.		51,873		919,708

See accompanying notes to financial statements.


Small-Cap Equity Fund			45

Small-Cap Equity Fund

Schedule of Investments, continued — September 30, 2016


	Number of Shares		Fair Value $

Life Sciences Tools & Services - 1.8%
Albany Molecular Research Inc. (a)		252,495		4,168,692
Bruker Corp.		157,577		3,569,119
Cambrex Corp. (a)		14,343		637,690
Charles River Laboratories International Inc. (a)		12,983		1,082,003
Enzo Biochem Inc. (a)		139,286		708,966
ICON PLC (a)		92,657		7,168,872
INC Research Holdings Inc., Class A (a)		121,434		5,413,528
PAREXEL International Corp. (a)		7,809		542,335

				23,291,205


Managed Healthcare - 1.1%
Centene Corp. (a)		140,280		9,393,149
Magellan Health Inc. (a)		18,228		979,391
Molina Healthcare Inc. (a)		64,757		3,776,628

				14,149,168


Marine - 0.1%
Kirby Corp. (a)		11,360		706,138


Multi-Line Insurance - 0.0%*
Horace Mann Educators Corp.		16,234		594,976


Multi-Utilities - 0.1%
Avista Corp.		21,938		916,789


Office REITs - 0.1%
Brandywine Realty Trust		58,208		909,209
Corporate Office Properties Trust		28,150		798,052

				1,707,261


Office Services & Supplies - 1.0%
Herman Miller Inc.		156,325		4,470,895
HNI Corp.		21,139		841,332
Steelcase Inc., Class A		54,666		759,311
West Corp.		320,943		7,086,421

				13,157,959


Oil & Gas Drilling - 0.1%
Nabors Industries Ltd.		95,975		1,167,056


Oil & Gas Equipment & Services - 1.1%
Dril-Quip Inc. (a)		31,258		1,742,321
Forum Energy Technologies Inc. (a)		378,630		7,519,592
Geospace Technologies Corp. (a)		15,127		294,674


	Number of Shares		Fair Value $
Hornbeck Offshore Services Inc. (a)		69,077		379,923
Natural Gas Services Group Inc. (a)		28,040		689,504
Oil States International Inc. (a)		122,744		3,875,028
TETRA Technologies Inc. (a)		73,078		446,506

				14,947,548


Oil & Gas Exploration & Production - 1.6%
Carrizo Oil & Gas Inc. (a)		79,540		3,230,915
Denbury Resources Inc. (a)		750,761		2,424,958
Newfield Exploration Co. (a)		204,645		8,893,872
Parsley Energy Inc., Class A (a)		41,599		1,393,982
Rice Energy Inc. (a)		17,863		466,403
SM Energy Co.		124,226		4,792,639

				21,202,769


Oil & Gas Refining & Marketing - 0.1%
Western Refining Inc.		42,152		1,115,342


Packaged Foods & Meats - 2.9%
AdvancePierre Foods Holdings Inc.		28,000		771,680
Amplify Snack Brands Inc. (a)		46,400		751,680
B&G Foods Inc.		66,000		3,245,880
Cal-Maine Foods Inc. (a)		14,290		550,737
J&J Snack Foods Corp.		24,013		2,860,428
Sanderson Farms Inc.		110,336		10,628,667
Snyder’s-Lance Inc.		280,000		9,402,400
TreeHouse Foods Inc. (a)		118,000		10,288,420

				38,499,892


Paper Packaging - 0.3%
Packaging Corporation of America		48,389		3,932,090


Paper Products - 0.1%
Neenah Paper Inc.		24,996		1,974,934


Pharmaceuticals - 0.3%
Aratana Therapeutics Inc. (a)		61,800		578,448
Corcept Therapeutics Inc. (a)		158,100		1,027,650
Heska Corp. (a)		13,300		723,919
Horizon Pharma PLC (a)		30,900		560,217
Lannett Company Inc. (a)		13,157		349,582
Pernix Therapeutics Holdings Inc. (a)		158,100		98,354
Phibro Animal Health Corp., Class A		13,847		376,361

				3,714,531

See accompanying notes to financial statements.


46		Small-Cap Equity Fund

Small-Cap Equity Fund

Schedule of Investments, continued — September 30, 2016


	Number of Shares		Fair Value $

Property & Casualty Insurance - 2.5%
Allied World Assurance Company Holdings AG		273,500		11,054,870
AMERISAFE Inc.		78,755		4,629,219
Argo Group International Holdings Ltd.		132,924		7,499,572
RLI Corp.		57,868		3,955,857
The Navigators Group Inc.		42,500		4,119,100
United Insurance Holdings Corp.		44,200		750,516

				32,009,134


Publishing - 1.2%
John Wiley & Sons Inc., Class A		299,633		15,464,059

Railroads - 0.5%
Genesee & Wyoming Inc., Class A (a)		96,574		6,658,777


Real Estate Services - 0.1%
Altisource Portfolio Solutions S.A. (a)		27,800		900,720
Marcus & Millichap Inc. (a)		16,449		430,141

				1,330,861


Regional Banks - 8.2%
1st Source Corp.		9,276		331,107
Bank of the Ozarks Inc.		30,285		1,162,944
BankUnited Inc.		39,365		1,188,823
Banner Corp.		28,409		1,242,610
Bryn Mawr Bank Corp.		110,500		3,534,895
Camden National Corp.		15,773		753,003
Cascade Bancorp (a)		65,488		396,857
Columbia Banking System Inc.		30,623		1,001,985
Community Bank System Inc.		102,500		4,931,275
Cullen/Frost Bankers Inc.		44,842		3,225,933
CVB Financial Corp.		306,000		5,388,660
Enterprise Financial Services Corp.		19,916		622,375
FCB Financial Holdings Inc., Class A (a)		36,772		1,413,148
Fidelity Southern Corp.		33,710		619,927
First Financial Bankshares Inc.		132,000		4,810,080
Fulton Financial Corp.		415,794		6,037,329
German American Bancorp Inc.		42,500		1,654,525
Great Southern Bancorp Inc.		19,701		801,831
Home BancShares Inc.		56,080		1,167,025
Hope Bancorp Inc.		19,997		347,348
Iberiabank Corp.		90,880		6,099,866
Independent Bank Corp.		73,000		3,948,570
Lakeland Financial Corp.		13,512		478,595
LegacyTexas Financial Group Inc.		80,615		2,549,852


	Number of Shares		Fair Value $
PacWest Bancorp		50,423		2,163,651
Pinnacle Financial Partners Inc.		18,801		1,016,758
Prosperity Bancshares Inc.		164,524		9,030,722
Renasant Corp.		252,567		8,493,828
South State Corp.		7,902		592,966
Southwest Bancorp Inc.		34,743		659,770
Stock Yards Bancorp Inc.		91,100		3,002,656
SVB Financial Group (a)		50,797		5,615,100
UMB Financial Corp.		127,000		7,550,150
Umpqua Holdings Corp.		65,764		989,748
United Community Banks Inc.		72,375		1,521,322
Washington Trust Bancorp Inc.		94,000		3,780,680
Westamerica Bancorporation		86,262		4,389,011
Western Alliance Bancorp (a)		90,715		3,405,441
Wintrust Financial Corp.		27,025		1,501,779

				107,422,145


Reinsurance - 0.9%
Endurance Specialty Holdings Ltd.		160,000		10,472,000
Maiden Holdings Ltd.		79,816		1,012,865

				11,484,865


Research & Consulting Services - 0.3%
Resources Connection Inc.		235,672		3,520,940


Residential REITs - 0.6%
Education Realty Trust Inc.		188,345		8,125,203


Restaurants - 1.0%
Buffalo Wild Wings Inc. (a)		29,000		4,081,460
Cracker Barrel Old Country Store Inc.		18,260		2,414,337
El Pollo Loco Holdings Inc. (a)		152,000		1,913,680
Texas Roadhouse Inc.		132,042		5,153,600

				13,563,077


Retail REITs - 0.2%
Pennsylvania Real Estate Investment Trust		35,653		821,088
Retail Opportunity Investments Corp.		58,885		1,293,115

				2,114,203


Security & Alarm Services - 0.7%
The Brink’s Co.		259,415		9,619,108


Semiconductor Equipment - 0.4%
Advanced Energy Industries Inc. (a)		24,500		1,159,340
Brooks Automation Inc.		42,429		577,459

See accompanying notes to financial statements.


Small-Cap Equity Fund			47

Small-Cap Equity Fund

Schedule of Investments, continued — September 30, 2016


	Number of Shares		Fair Value $

Rudolph Technologies Inc. (a)		198,507		3,521,514

				5,258,313


Semiconductors - 1.6%
Advanced Micro Devices Inc. (a)		138,200		954,962
CEVA Inc. (a)		32,100		1,125,747
Cirrus Logic Inc. (a)		14,500		770,675
Diodes Inc. (a)		8,732		186,341
Exar Corp. (a)		96,388		897,372
Lattice Semiconductor Corp. (a)		83,598		542,551
MaxLinear Inc., Class A (a)		37,593		762,010
Microsemi Corp. (a)		174,494		7,325,258
NeoPhotonics Corp. (a)		61,967		1,012,541
Semtech Corp. (a)		249,588		6,921,075

				20,498,532


Silver - 0.1%
Coeur Mining Inc. (a)		55,848		660,682


Specialized Finance - 0.0%*
NewStar Financial Inc. (a)		36,710		356,454


Specialized REITs - 0.6%
CoreSite Realty Corp.		62,891		4,656,450
DuPont Fabros Technology Inc.		19,710		813,037
National Storage Affiliates Trust		43,136		903,268
Potlatch Corp.		40,299		1,567,228

				7,939,983


Specialty Chemicals - 3.2%
Balchem Corp.		89,084		6,906,683
Chase Corp.		10,000		691,200
GCP Applied Technologies Inc. (a)		30,630		867,442
HB Fuller Co.		93,086		4,325,706
Innospec Inc.		99,000		6,020,190
KMG Chemicals Inc.		32,760		928,091
PolyOne Corp.		176,424		5,964,895
Quaker Chemical Corp.		55,937		5,925,406
Rayonier Advanced Materials Inc.		51,823		692,874
Sensient Technologies Corp.		116,173		8,805,913

				41,128,400


Specialty Stores - 0.3%
Hibbett Sports Inc. (a)		85,000		3,391,500


Steel - 0.5%
Commercial Metals Co.		183,715		2,974,346
Handy & Harman Ltd. (a)		2,480		52,179
Olympic Steel Inc.		31,700		700,570
Ryerson Holding Corp. (a)		101,746		1,148,712


	Number of Shares		Fair Value $
Worthington Industries Inc.		23,556		1,131,395

				6,007,202


Systems Software - 1.7%
A10 Networks Inc. (a)		108,251		1,157,203
Barracuda Networks Inc. (a)		33,477		852,994
CommVault Systems Inc. (a)		88,900		4,723,257
Fleetmatics Group PLC (a)		57,000		3,418,860
Gigamon Inc. (a)		42,611		2,335,083
Qualys Inc. (a)		250,000		9,547,500

				22,034,897


Technology Distributors - 0.1%
Insight Enterprises Inc. (a)		14,822		482,456
ScanSource Inc. (a)		15,350		560,275

				1,042,731


Technology Hardware, Storage & Peripherals - 0.6%
Diebold Inc.		317,350		7,867,106
Super Micro Computer Inc. (a)		17,218		402,385

				8,269,491


Thrifts & Mortgage Finance - 0.3%
BofI Holding Inc. (a)		21,354		478,330
Essent Group Ltd. (a)		31,739		844,575
EverBank Financial Corp.		40,531		784,680
HomeStreet Inc. (a)		57,341		1,436,965
Washington Federal Inc.		25,342		676,125

				4,220,675


Tires & Rubber - 0.1%
Cooper Tire & Rubber Co.		39,093		1,486,316


Trading Companies & Distributors - 1.0%
Applied Industrial Technologies Inc.		190,380		8,898,361
GMS Inc. (a)		28,386		631,021
MRC Global Inc. (a)		100,147		1,645,415
Neff Corp., Class A (a)		72,933		692,864
SiteOne Landscape Supply Inc. (a)		21,982		789,813

				12,657,474


Trucking - 0.8%
Heartland Express Inc.		52,520		991,578
Landstar System Inc.		35,500		2,416,840
Old Dominion Freight Line Inc. (a)		74,254		5,094,567
Saia Inc. (a)		50,515		1,513,429
YRC Worldwide Inc. (a)		70,200		864,864

				10,881,278


Total Common Stock (Cost $976,277,205)				1,214,471,072

See accompanying notes to financial statements.


48		Small-Cap Equity Fund

Small-Cap Equity Fund

Schedule of Investments, continued — September 30, 2016


	Number of Shares		Fair Value $

Short-Term Investments – 5.3%
State Street Institutional U.S. Government Money Market Fund - Class G Shares 0.31% (Cost $68,288,206) (d)(l)(m)		68,288,206		68,288,206


Total Investments (Cost $1,044,565,411)				1,282,759,278

Other Assets and Liabilities, net – 1.4%				18,608,737


NET ASSETS – 100.0%				1,301,368,015

Other Information:

The Fund had the following long futures contracts open at September 30, 2016:


Description	Expiration date		Number of Contracts		Current Notional Value		Unrealized Appreciation
Russell 2000 Mini Index Futures		December 2016		209	$	26,089,470	$	128,327

Affiliate Table


	Number of Shares Held at 9/30/15		Value At 9/30/15		Shares Purchased		Shares Sold		Number of Shares Held at 9/30/16		Value at 9/30/16		Dividend/ Interest Income		Realized Gain (Loss)
State Street Institutional U.S. Government Money Market Fund - Class G Shares		68,607,689	$	68,607,689		335,101,289		335,420,772		68,288,206	$	68,288,206	$	157,078	$	—

											$	68,288,206	$	157,078	$	—

See accompanying notes to financial statements.


Small-Cap Equity Fund			49

International Equity Fund

Portfolio Management Discussion and Analysis — September 30, 2016 (Unaudited)

Q.	How did the GE Institutional International Equity Fund perform compared to its benchmark and Morningstar peer group for the twelve-month period ended September 30, 2016?

For the twelve-month period ended September 30, 2016, the GE Institutional International Equity Fund returned 5.32% for the Investment Class shares and 5.01% for the Service Class shares. The Fund’s benchmark, the MSCI^® EAFE^® Index returned 6.52% and the Fund’s Morningstar peer group of 879 Foreign Large Blend funds returned an average of 6.71% over the same period.

Q.	What market conditions impacted the Fund’s performance?

The one-year period that ended September 30, 2016 began on a positive note with the market recovering from the late summer 2015 swoon that was brought about by fears of currency devaluation and an economic crash in China. As the situation stabilized and it appeared that China was not on the verge of collapse, the market surged last October. The good mood was not to last, however, and by late December, fear had returned to the market driven again by China worries as well as expectations of slower global growth. 2016 opened with one of the worst starts ever for equity markets. But in keeping with recent patterns, the weakness did not last. By the end of the quarter, the market had recovered most of what it had lost and was looking forward to its next source of turbulence: the U.K.’s coming referendum on European Union membership. By late June, when the Brexit vote took place, the market had enjoyed a few months of relative strength and most observers were expecting a close but nevertheless sensible vote to remain in the EU. The shock when the vote went the other way resulted in yet another swift market fall, followed, again, by a surprisingly quick recovery. By September of 2016, the MSCI^® EAFE^® Index was hitting its highs of the year, leading many to wonder if the market was being too complacent.

For the one-year period, the MSCI^® EAFE^® Index was up 6.5% in U.S. dollar terms. Earnings growth during this period was not strong causing the market P/E to rise from a slightly elevated 18.5 at the beginning of the year to an expensive 24.8 at the end. At this valuation, the question for investors is whether the market is being overly optimistic or is it correctly pricing in healthier future earnings growth. There are some signs of earnings improvement, with, for example, Europe recently seeing the first upgrades in over a year, but this trend will need to be sustained to justify current valuations.

Regionally, the Pacific Basin had the strongest return, up 20.0%, followed by Japan, +12.1%. Lagging on currency weakness was the U.K., up only 1.5% in U.S. dollars.

Commodity prices were stronger this year helping the materials and energy sectors to outperform. Also strong were the cyclical sectors of information technology (“IT”) and industrials. The weakest sectors were financials, where the profitability of banks came under increasing pressure due to persistent low interest rates, and healthcare.

Q.	What were the drivers behind Fund performance?

The Fund underperformed its MSCI^® EAFE^® Index during the one-year period ended September 30, 2016. The biggest factor in this underperformance was the portfolio’s bank holdings. These included Japanese banks that were impacted by the Bank of Japan’s moves into negative interest rates, as well as European banks which were hit by economic weakness, low interest rates, and Brexit. As of September 30, 2016, we continued to hold most of these names based on their attractive valuations and potential upside from higher rates and improving economic growth. The Fund’s bank holdings as a group are relatively well-capitalized, have cut costs, have improving profitability, and are very cheap on a price to book basis. In the latest quarter, some of what we have been waiting for began to be seen as interest rates moved higher and economic growth expectations improved. This resulted in the banks industry generally and the Fund’s holdings even more so outperforming the market.

Another headwind experienced by the Fund during this period, was the outperformance of the defensive growth sector, consumer staples. Consumer staples names have surged this year with the popularity of low volatility and high yield factors. We consider many of these names to be overvalued relative to the growth that we expect them to deliver and have therefore mostly avoided them in the Fund. While this hurt the relative performance of the Fund over the past twelve months, we expect that over time the over-valuation in the sector is likely to correct. We saw some signs of this happening in the third quarter, when consumer staples was one of the worst performing sectors.

On the other side of the ledger, the Fund was helped by its holdings in and allocation to the information technology sector. IT is a place where we find many of the innovative, growing companies at reasonable valuations that we favor. Having an overweight to this sector helped relative performance, as IT in general outperformed the market, but it was the portfolio’s specific IT holdings that really added value, up more than 30% as a group.


50		International Equity Fund

International Equity Fund

Portfolio Management Discussion and Analysis, continued — September 30, 2016 (Unaudited)

Derivatives did not have any material impact on Fund performance.

Q.	Were there any significant changes in the Fund during the period?

There were no changes during the period in the portfolio management team or their approach to investing. Turnover remained relatively low in keeping with our long-term investment horizon, but did result in some changes in positioning. Regionally, the Fund’s weight in emerging market countries increased as a result of both outperformance and trading. The Fund’s overweight in Japan decreased somewhat but remained positive, a benefit to the Fund as that market is on pace for a fourth year in a row of outperformance versus the MSCI^® EAFE^® Index (measured in U.S. dollars). The Fund’s underweight in the Pacific region outside of Japan and in the U.K. both became larger over the past year.

Among sectors, IT was the largest overweight and that overweight has grown over the last year. Financials has gone from a small overweight to a moderate underweight, due in large part to recent reductions in Japanese banks. Consumer staples has been a consistent underweight, but that underweight was reduced somewhat over the last year.


International Equity Fund			51

International Equity Fund

Performance Summary — September 30, 2016 (Unaudited)

Investment Profile

A mutual fund designed for investors who seek long-term growth of capital. The Fund seeks to achieve its investment objective by investing at least 80% of its net assets under normal circumstances in equity securities, such as common and preferred stocks. The Fund invests primarily (meaning at least 65%) in companies in both developed and emerging market countries outside the United States.

Morningstar Performance Comparison

Based on average annual returns for periods ended September 30, 2016


	One Year			Five Year			Ten Year
Number of funds in peer group		879			720			545
Peer group average annual total return		6.71	%		7.21	%		1.62	%
Morningstar Category in peer group: Foreign Large Blend

Top Ten Largest Holdings

as of September 30, 2016 (as a % of Fair Value) ^(a)(b)


Roche Holding AG	2.45	%
BNP Paribas S.A.	2.42	%
Nidec Corp.	2.35	%
Shire PLC	2.35	%
Kao Corp.	2.33	%
ASML Holding N.V.	2.27	%
Keyence Corp.	2.12	%
Anheuser-Busch InBev S.A.	2.10	%
Vodafone Group PLC	2.09	%
AIA Group Ltd.	2.07	%

Regional Allocation as of September 30, 2016

Portfolio composition as a % of Fair Value of $1,256,029 (in thousands) as of September 30, 2016 ^(a)(b)

LOGO

Average Annual Total Return for the periods ended September 30, 2016

Investment Class Shares (Inception date: 11/25/97)


	One Year			Five Year			Ten Year			Ending Value of a $10,000 Investment
International Equity Fund		5.32	%		7.29	%		1.63	%	$	11,750
MSCI EAFE Index		6.52	%		7.39	%		1.82	%	$	11,976

Service Class Shares (Inception date: 1/3/01)


	One Year			Five Year			Ten Year			Ending Value of a $10,000 Investment
International Equity Fund		5.01	%		7.01	%		1.37	%	$	11,452
MSCI EAFE Index		6.52	%		7.39	%		1.82	%	$	11,976


52		International Equity Fund

International Equity Fund

Performance Summary, continued — September 30, 2016 (Unaudited)

LOGO

(a)	Fair Value basis is inclusive of short-term investment in State Street Institutional U.S. Government Money Market Fund Class G Shares.

(b)

See Notes to Performance beginning on page 1 for further information, including an explanation of Morningstar peer categories.


International Equity Fund			53

International Equity Fund

Understanding Your Fund’s Expenses — September 30, 2016 (Unaudited)

Actual Expenses

Hypothetical Example for Comparison Purposes


Investment Class	Actual Fund Return		Hypothetical 5% Return (2.5% for the period)
Actual Fund Return
Beginning Account Value April 1, 2016	$	1,000.00	$	1,000.00
Ending Account Value September 30, 2016	$	1,047.80	$	1,022.15
Expenses Paid During Period*	$	2.92	$	2.88

Service Class
Actual Fund Return
Beginning Account Value April 1, 2016	$	1,000.00	$	1,000.00
Ending Account Value September 30, 2016	$	1,046.30	$	1,020.90
Expenses Paid During Period*	$	4.19	$	4.14

*	Expenses are equal to the Fund’s annualized expense ratio of 0.57% for Investment Class shares and 0.82% for Service Class shares (for the period April 1, 2016-September 30, 2016), multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).


54		International Equity Fund

International Equity Fund

Schedule of Investments — September 30, 2016


	Number of Shares		Fair Value $

Common Stock - 96.9%†
Australia - 1.3%
Insurance Australia Group Ltd.		4,006,098		16,769,202


Belgium - 2.1%
Anheuser-Busch InBev S.A.		200,774		26,308,439


Canada - 3.4%
Brookfield Asset Management Inc., Class A		181,650		6,375,891
Cenovus Energy Inc.		1,238,938		17,750,962
Seven Generations Energy Ltd. Class A (a)		789,752		18,976,883

				43,103,736


France - 10.9%
Airbus Group SE		208,958		12,643,086
AXA S.A.		698,344		14,864,094
BNP Paribas S.A.		591,289		30,413,735
Sanofi		294,918		22,417,849
Schneider Electric SE		276,501		19,284,018
Technip S.A.		161,291		9,909,421
Vivendi S.A.		712,141		14,365,459
Zodiac Aerospace		538,280		13,111,621

				137,009,283


Germany - 9.9%
Bayer AG		177,597		17,848,754
Continental AG		87,076		18,313,753
Fresenius SE & Company KGaA		245,017		19,552,612
HeidelbergCement AG		178,452		16,863,776
KION Group AG		184,444		11,943,369
Linde AG		52,997		9,011,130
SAP SE		225,288		20,487,218
Zalando SE (a)(b)		249,119		10,400,512

				124,421,124


Hong Kong - 2.1%
AIA Group Ltd.		3,909,402		25,983,880


India - 2.7%
ICICI Bank Ltd.		4,972,728		18,851,255
Power Grid Corporation of India Ltd.		5,823,642		15,420,668

				34,271,923


Ireland - 1.2%
Kerry Group PLC, Class A		187,531		15,629,023


Italy - 1.1%
Intesa Sanpaolo S.p.A.		6,443,431		14,293,987


	Number of Shares		Fair Value $
Japan - 25.3%
Astellas Pharma Inc.		812,900		12,631,197
East Japan Railway Co.		102,000		9,145,904
FANUC Corp.		132,249		22,214,541
Fuji Heavy Industries Ltd.		389,300		14,435,605
Kao Corp.		520,100		29,229,142
Keyence Corp.		36,661		26,594,747
Komatsu Ltd.		205,800		4,664,109
Mitsubishi Estate Company Ltd.		964,724		17,986,460
Mitsubishi UFJ Financial Group Inc.		2,444,800		12,194,425
Mitsui Fudosan Company Ltd.		927,825		19,566,191
Murata Manufacturing Company Ltd.		107,379		13,816,702
Nidec Corp.		323,174		29,558,461
Secom Company Ltd.		254,800		18,891,408
Sekisui House Ltd.		888,400		15,010,640
Shimano Inc.		146,000		21,511,085
SoftBank Group Corp.		328,601		21,163,637
Sumitomo Mitsui Financial Group Inc.		161,100		5,377,159
Tokio Marine Holdings Inc.		118,846		4,499,635
Toyota Motor Corp.		333,181		19,014,003

				317,505,051


Mexico - 0.4%
Grupo Financiero Banorte SAB de C.V., Class O		932,789		4,906,017


Netherlands - 5.1%
ASML Holding N.V.		259,542		28,493,566
ING Groep N.V.		1,286,551		15,889,629
NXP Semiconductors N.V. (a)		186,930		19,068,729

				63,451,924


Norway - 1.6%
Statoil ASA		1,233,179		20,660,219


South Africa - 1.8%
Naspers Ltd., Class N		128,557		22,205,338


South Korea - 1.5%
KEPCO Plant Service & Engineering Company Ltd.		62,196		3,264,111
Samsung Electronics Company Ltd.		10,490		15,220,430

				18,484,541


Spain - 1.4%
Banco Bilbao Vizcaya Argentaria S.A.		1,775,255		10,737,261
Iberdrola S.A.		921,613		6,268,109

				17,005,370

See accompanying notes to financial statements.


International Equity Fund			55

International Equity Fund

Schedule of Investments, continued — September 30, 2016


	Number of Shares		Fair Value $

Sweden - 5.4%
Assa Abloy AB, Class B		941,992		19,164,415
Hexagon AB, Class B		440,156		19,245,330
Svenska Cellulosa AB SCA, Class B		286,632		8,524,620
Telefonaktiebolaget LM Ericsson, Class B		2,858,218		20,667,484

				67,601,849


Switzerland - 7.1%
Geberit AG		35,153		15,426,125
Givaudan S.A.		9,262		18,888,977
Nestle S.A.		304,509		24,045,971
Roche Holding AG		123,855		30,791,268

				89,152,341


Taiwan - 1.7%
Taiwan Semiconductor Manufacturing Company Ltd.		3,633,548		21,155,270


United Kingdom - 10.9%
Barclays PLC		4,410,223		9,613,059
BHP Billiton PLC		545,863		8,243,008
Capita PLC		757,083		6,589,120


	Number of Shares		Fair Value $
Johnson Matthey PLC		258,532		11,062,340
Prudential PLC		579,336		10,283,697
Shire PLC		454,674		29,519,262
Smith & Nephew PLC		1,234,088		19,942,318
Vodafone Group PLC		9,125,766		26,287,063
WPP PLC		659,621		15,543,216

				137,083,083


Total Common Stock (Cost $1,164,346,724)				1,217,001,600


Short-Term Investments - 3.1%
State Street Institutional U.S. Government Money Market Fund - Class G Shares 0.31% (Cost $39,027,683) (d)(l)(m)		39,027,683		39,027,683


Total Investments (Cost $1,203,374,407)				1,256,029,283

Liabilities in Excess of Other Assets, net - (0.0)%*				(222,387	)


NET ASSETS - 100.0%				1,255,806,896

Other Information:

The Fund had the following long futures contracts open at September 30, 2016:


Description	Expiration date		Number of Contracts		Current Notional Value		Unrealized Appreciation

MSCI EAFE Mini Index Futures		December 2016		16	$	1,365,360	$	17,674

The Fund was invested in the following sectors at September 30, 2016 (unaudited):


Sector	Percentage (based on Fair Value)

Diversified Banks		9.74%
Pharmaceuticals		6.66%
Electrical Components & Equipment		3.89%
Wireless Telecommunication Services		3.78%
Electronic Equipment & Instruments		3.65%
Semiconductors		3.20%
Packaged Foods & Meats		3.16%
Integrated Oil & Gas		3.06%
Diversified Real Estate Activities		2.99%
Life & Health Insurance		2.89%
Building Products		2.75%
Automobile Manufacturers		2.66%
Specialty Chemicals		2.38%


Sector, continued	Percentage (based on Fair Value)

Biotechnology		2.35%
Personal Products		2.33%
Semiconductor Equipment		2.27%
Brewers		2.09%
Aerospace & Defense		2.05%
Industrial Machinery		1.77%
Cable & Satellite		1.77%
Electric Utilities		1.73%
Leisure Products		1.71%
Property & Casualty Insurance		1.69%
Communications Equipment		1.65%
Application Software		1.63%
Healthcare Equipment		1.59%

See accompanying notes to financial statements.


56		International Equity Fund

International Equity Fund

Schedule of Investments, continued — September 30, 2016


Sector, continued	Percentage (based on Fair Value)

Healthcare Services		1.56%
Oil & Gas Exploration & Production		1.51%
Security & Alarm Services		1.50%
Auto Parts & Equipment		1.46%
Construction Materials		1.34%
Construction Machinery & Heavy Trucks		1.32%
Advertising		1.24%
Technology Hardware, Storage & Peripherals		1.21%
Home Building		1.19%
Multi-Line Insurance		1.18%
Movies & Entertainment		1.14%
Electronic Components		1.10%
Internet & Direct Marketing Retail		0.83%
Oil & Gas Equipment & Services		0.79%


Sector, continued	Percentage (based on Fair Value)

Railroads		0.73%
Industrial Gases		0.72%
Household Products		0.68%
Diversified Metals & Mining		0.66%
Human Resource & Employment Services		0.52%
Asset Management & Custody Banks		0.51%
Diversified Support Services		0.26%

		96.89%


Short-Term Investments
Short-Term Investments		3.11%

		3.11%

		100.00%


Affiliate Table
	Number of Shares Held at 9/30/15		Value At 9/30/15		Shares Purchased		Shares Sold		Number of Shares Held at 9/30/16		Value at 9/30/16		Dividend/ Interest Income		Realized Gain (Loss)

State Street Institutional U.S. Government Money Market Fund - Class G Shares		37,712,664	$	37,712,664		285,263,981		283,948,962		39,027,683	$	39,027,683	$	67,198	$	—

											$	39,027,683	$	67,198	$	—

See accompanying notes to financial statements.


International Equity Fund			57

Strategic Investment Fund

Portfolio Management Discussion and Analysis — September 30, 2016 (Unaudited)

Q.	How did the GE Institutional Strategic Investment Fund perform compared to its benchmarks and Morningstar peer group for the twelve-month period ended September 30, 2016?

For the twelve-month period ended September 30, 2016, the GE Institutional Strategic Investment Fund returned 8.83% for the Investment Class shares and 8.53% for the Service Class shares. The Fund’s broad based benchmarks, the S&P 500 Index, the MSCI All Country World ex-US Index and the Barclays Capital U.S. Aggregate Bond Index returned 15.43%, 9.26% and 5.19%, respectively and the Fund’s Morningstar peer group of 951 U.S. Moderate Allocation funds returned an average of 9.02% over the same period.

Q.	What market conditions impacted the Fund’s performance?

Over the last year, gains across markets have been strong. Continued economic expansion has supported risk appetite in equity and in credit fixed income markets. Meanwhile, accommodative monetary policy against a backdrop of modest growth and inflation have helped keep interest rates low and, therefore, returns in government bonds robust.

Q.	What were the drivers behind Fund performance

In general an overweight allocation to equities was a positive contributor to performance as was a preference for U.S. equities relative to international equities. An underweight allocation to fixed income, offset by an overweight position in cash, acted as a drag on performance relative to our benchmark allocation given strong returns in bond markets. A small allocation to high yield bonds was beneficial to returns.

The Fund does employ the use of derivatives at times. In our fixed income portfolios, U.S. Treasury and Long Bond futures are used for access to government bond exposure and to manage duration within the portfolio. As such, changes in interest rates can impact the value of these securities. Moreover, for parts of the past year, we have used S&P 500 equity futures as a means of tactically managing our overall exposure to equity markets. Given the tactical nature of these holdings, we preferred this more nimble approach to changing our allocation to the underlying funds. As equity markets moved slightly higher during much of the third quarter, these vehicles acted as a modest detractor to performance in the aggregate, though they dampened volatility during the Brexit-related volatility sell-off in late-Q2 and the very early part of Q3.

Q.	Were there any significant changes in the Fund during the period?

A.	No, there were no significant changes to the Fund.


58		Strategic Investment Fund

Strategic Investment Fund

Performance Summary — September 30, 2016 (Unaudited)

Investment Profile

A mutual fund designed for investors who seek to maximize total return. The Fund seeks to achieve its investment objective by investing primarily in a combination of U.S. and foreign equity and debt securities and cash. The Fund’s asset allocation process utilizes information from SSGA Funds Management, Inc.’s Asset Allocation Committee to diversify holdings across these asset classes. The Fund adjusts its weightings based on market and economic conditions to meet its objective.

Morningstar Performance Comparison

Based on average annual returns for periods ended September 30, 2016


	One Year			Five Year			Ten Year
Number of funds in peer group		951			807			640
Peer group average annual total return		9.02	%		8.84	%		4.68	%
Morningstar Category in peer group: Moderate Allocation

Top Ten Largest Equity Holdings

as of September 30, 2016 (as a % of Fair Value) ^(a)(b)


Medtronic PLC	1.09	%
Allergan PLC	1.04	%
Apple Inc.	0.92	%
QUALCOMM Inc.	0.89	%
Amgen Inc.	0.82	%
Johnson & Johnson	0.74	%
Cisco Systems Inc.	0.73	%
PepsiCo Inc.	0.72	%
Merck & Company Inc.	0.69	%
Citigroup Inc.	0.62	%

Sector Allocation as of September 30, 2016

Portfolio Composition as a % of Fair Value of $778,112 (in thousands) as of September 30, 2016 ^(a)(b)

LOGO

Average Annual Total Return for the periods ended September 30, 2016

Investment Class Shares (Inception date: 10/29/99)


	One Year			Five Year			Ten Year			Ending Value of a $10,000 Investment
Strategic Investment Fund		8.83	%		9.05	%		4.74	%	$	15,891
S&P 500 Index		15.43	%		16.37	%		7.24	%	$	20,114
Barclays U.S. Aggregate Bond Index		5.19	%		3.08	%		4.79	%	$	15,965
MSCI All Country World Index ex U.S.		9.26	%		6.04	%		2.16	%	$	12,388

Service Class Shares (Inception date: 9/30/05)


	One Year			Five Year			Ten Year			Ending Value of a $10,000 Investment
Strategic Investment Fund		8.53	%		8.77	%		4.42	%	$	15,411
S&P 500 Index		15.43	%		16.37	%		7.24	%	$	20,114
Barclays U.S. Aggregate Bond Index		5.19	%		3.08	%		4.79	%	$	15,965
MSCI All Country World Index ex U.S.		9.26	%		6.04	%		2.16	%	$	12,388


Strategic Investment Fund			59

Strategic Investment Fund

Performance Summary, continued — September 30, 2016 (Unaudited)

LOGO

(a)	Fair Value basis is inclusive of short-term investment in State Street Institutional U.S. Government Money Market Fund Class G Shares.

(b)

See Notes to Performance beginning on page 1 for further information, including an explanation of Morningstar peer categories.


60		Strategic Investment Fund

Strategic Investment Fund

Understanding Your Fund’s Expenses — September 30, 2016 (Unaudited)

Actual Expenses

Hypothetical Example for Comparison Purposes


Investment Class	Actual Fund Return		Hypothetical 5% Return (2.5% for the period)
Actual Fund Return
Beginning Account Value April 1, 2016	$	1,000.00	$	1,000.00
Ending Account Value September 30, 2016	$	1,056.70	$	1,023.20
Expenses Paid During Period*	$	1.85	$	1.82

Service Class
Actual Fund Return
Beginning Account Value April 1, 2016	$	1,000.00	$	1,000.00
Ending Account Value September 30, 2016	$	1,054.50	$	1,021.95
Expenses Paid During Period*	$	3.13	$	3.08

*	Expenses are equal to the Fund’s annualized expense ratio of 0.36% for Investment Class shares and 0.61% for Service Class shares (for the period April 1, 2016-September 30, 2016), multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).


Strategic Investment Fund			61

Strategic Investment Fund

Schedule of Investments — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

Domestic Equity - 31.6%†
Common Stock - 31.6%
Aerospace & Defense - 0.8%
General Dynamics Corp.		20,761		3,221,277
Hexcel Corp.		44,499		1,971,306
The Boeing Co.		8,288		1,091,861

				6,284,444


Agricultural Products - 0.1%
Archer-Daniels-Midland Co.		20,908		881,690


Air Freight & Logistics - 0.1%
United Parcel Service Inc., Class B		8,409		919,608


Airlines - 0.4%
Delta Air Lines Inc.		76,091		2,994,942


Apparel, Accessories & Luxury Goods - 0.3%
Ralph Lauren Corp.		8,620		871,827
VF Corp.		18,669		1,046,397

				1,918,224


Application Software - 0.4%
Intuit Inc.		17,870		1,965,879
salesforce.com Inc. (a)		10,510		749,678

				2,715,557


Asset Management & Custody Banks - 0.5%
Ameriprise Financial Inc.		24,694		2,463,720
Invesco Ltd.		34,487		1,078,409

				3,542,129


Automobile Manufacturers - 0.1%
Ford Motor Co.		62,351		752,577


Automotive Retail - 0.1%
Advance Auto Parts Inc.		7,245		1,080,374


Biotechnology - 1.8%
Alexion Pharmaceuticals Inc. (a)		13,245		1,623,042
Amgen Inc.		38,136		6,361,466
Gilead Sciences Inc.		53,904		4,264,885
Vertex Pharmaceuticals Inc. (a)		11,983		1,045,037

				13,294,430


Cable & Satellite - 1.7%
Charter Communications Inc., Class A (a)		17,660		4,767,670
Comcast Corp., Class A		58,045		3,850,705
Liberty Global PLC, Class C (a)		81,991		2,708,983
Sirius XM Holdings Inc. (a)		336,374		1,402,680

				12,730,038


	Principal Amount ($) or Shares		Fair Value $
Communications Equipment - 0.7%
Cisco Systems Inc.		178,877		5,673,978


Consumer Finance - 0.5%
Discover Financial Services		70,954		4,012,449


Data Processing & Outsourced Services - 0.7%
PayPal Holdings Inc. (a)		43,098		1,765,725
Visa Inc., Class A		46,252		3,825,041

				5,590,766


Diversified Banks - 2.1%
Bank of America Corp.		250,446		3,919,480
Citigroup Inc.		102,230		4,828,323
JPMorgan Chase & Co.		50,382		3,354,937
Wells Fargo & Co.		93,570		4,143,280

				16,246,020


Drug Retail - 0.1%
CVS Health Corp.		4,447		395,739


Electric Utilities - 0.3%
Exelon Corp.		15,094		502,479
NextEra Energy Inc.		14,880		1,820,122

				2,322,601


Financial Exchanges & Data - 0.9%
CME Group Inc.		30,904		3,230,086
S&P Global Inc.		26,279		3,325,870

				6,555,956


General Merchandise Stores - 0.2%
Dollar General Corp.		18,062		1,264,159


Gold - 0.1%
Newmont Mining Corp.		27,497		1,080,357


Healthcare Equipment - 0.8%
Abbott Laboratories		35,740		1,511,445
Boston Scientific Corp. (a)		152,528		3,630,166
Stryker Corp.		10,727		1,248,730

				6,390,341


Healthcare Supplies - 0.2%
The Cooper Companies Inc.		8,620		1,545,221


Home Improvement Retail - 0.5%
Lowe’s Companies Inc.		47,225		3,410,117


Hotels, Resorts & Cruise Lines - 0.1%
Hilton Worldwide Holdings Inc.		39,515		906,079

See accompanying notes to financial statements.


62		Strategic Investment Fund

Strategic Investment Fund

Schedule of Investments, continued — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

Household Products - 0.1%
The Procter & Gamble Co.		4,803		431,069


Housewares & Specialties - 0.5%
Newell Brands Inc.		65,344		3,441,015


Hypermarkets & Super Centers - 0.2%
Wal-Mart Stores Inc.		18,395		1,326,647


Independent Power Producers & Energy Traders - 0.1%
Calpine Corp. (a)		80,206		1,013,804


Industrial Conglomerates - 0.2%
Honeywell International Inc.		11,889		1,386,139


Industrial Gases - 0.1%
Air Products & Chemicals Inc.		4,225		635,187


Industrial Machinery - 0.5%
Ingersoll-Rand PLC		58,396		3,967,424


Integrated Oil & Gas - 1.5%
Chevron Corp.		38,231		3,934,735
Exxon Mobil Corp.		50,406		4,399,436
Occidental Petroleum Corp.		44,194		3,222,626

				11,556,797


Internet & Direct Marketing Retail - 0.5%
Amazon.com Inc. (a)		4,836		4,049,231


Internet Software & Services - 1.6%
Alphabet Inc., Class A (a)		4,327		3,479,168
Alphabet Inc., Class C (a)		5,256		4,085,436
Facebook Inc., Class A (a)		26,279		3,370,807
LinkedIn Corp., Class A (a)		4,206		803,851

				11,739,262


Investment Banking & Brokerage - 0.4%
The Charles Schwab Corp.		91,452		2,887,140


Movies & Entertainment - 0.8%
The Walt Disney Co.		21,444		1,991,290
Time Warner Inc.		48,645		3,872,628

				5,863,918


Multi-Line Insurance - 0.4%
American International Group Inc.		18,921		1,122,772
The Hartford Financial Services Group Inc.		36,035		1,543,019

				2,665,791


	Principal Amount ($) or Shares		Fair Value $
Multi-Utilities - 0.5%
Dominion Resources Inc.		4,941		366,968
Sempra Energy		34,212		3,667,184

				4,034,152


Oil & Gas Equipment & Services - 0.3%
Schlumberger Ltd.		33,370		2,624,217


Oil & Gas Exploration & Production - 1.0%
Concho Resources Inc. (a)		4,874		669,444
ConocoPhillips		57,544		2,501,438
Hess Corp.		55,388		2,969,904
Noble Energy Inc.		32,280		1,153,687

				7,294,473


Packaged Foods & Meats - 0.4%
Mondelez International Inc., Class A		73,062		3,207,422


Paper Packaging - 0.1%
Packaging Corporation of America		5,675		461,151


Pharmaceuticals - 3.0%
Allergan PLC (a)		35,286		8,126,719
Johnson & Johnson		48,538		5,733,794
Merck & Company Inc.		85,672		5,346,789
Pfizer Inc.		99,861		3,382,292

				22,589,594


Research & Consulting Services - 0.4%
Nielsen Holdings PLC		58,490		3,133,309


Semiconductor Equipment - 0.6%
Applied Materials Inc.		148,448		4,475,707


Semiconductors - 0.9%
QUALCOMM Inc.		101,728		6,968,368


Soft Drinks - 0.7%
PepsiCo Inc.		51,309		5,580,880


Specialized REITs - 0.6%
American Tower Corp.		42,459		4,811,879


Specialty Chemicals - 0.0%*
PPG Industries Inc.		3,441		355,662


Systems Software - 0.7%
Microsoft Corp.		58,865		3,390,624
Oracle Corp.		53,737		2,110,789

				5,501,413

See accompanying notes to financial statements.


Strategic Investment Fund			63

Strategic Investment Fund

Schedule of Investments, continued — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

Technology Hardware, Storage & Peripherals - 1.6%
Apple Inc. (1)		63,055		7,128,367
Hewlett Packard Enterprise Co.		59,917		1,363,112
Western Digital Corp.		57,640		3,370,211

				11,861,690


Trading Companies & Distributors - 0.4%
United Rentals Inc. (a)		38,905		3,053,653


Total Common Stock (Cost $203,447,077)				239,424,790


Preferred Stock - 0.0%*
Diversified Banks - 0.0%*
Wells Fargo & Co. 3 month USD LIBOR + 3.09% (h)		9,802		262,203


Total Preferred Stock (Cost $245,050)				262,203


Total Domestic Equity (Cost $203,692,127)				239,686,993


Foreign Equity - 21.7%
Common Stock - 21.6%
Advertising - 0.2%
WPP PLC		74,282		1,750,370


Aerospace & Defense - 0.4%
Airbus Group SE		24,088		1,457,454
Zodiac Aerospace		60,618		1,476,555

				2,934,009


Apparel, Accessories & Luxury Goods - 0.0%*
Makalot Industrial Company Ltd.		4,501		21,539


Application Software - 0.3%
SAP SE		25,370		2,307,095


Asset Management & Custody Banks - 0.1%
Brookfield Asset Management Inc., Class A		20,454		717,933
Noah Holdings Ltd. ADR (a)		1,347		35,170

				753,103


Auto Parts & Equipment - 0.7%
Continental AG		9,804		2,061,969
Delphi Automotive PLC		40,900		2,916,988
Superalloy Industrial Company Ltd.		7,974		54,224

				5,033,181


Automobile Manufacturers - 0.5%
Fuji Heavy Industries Ltd.		43,800		1,624,145


	Principal Amount ($) or Shares		Fair Value $
Great Wall Motor Company Ltd., Class H		42,500		41,371
Mahindra & Mahindra Ltd.		5,035		106,175
Toyota Motor Corp.		37,480		2,138,912

				3,910,603


Biotechnology - 0.4%
Shire PLC		51,204		3,324,369


Brewers - 0.4%
AMBEV S.A. ADR		9,033		55,011
Anheuser-Busch InBev S.A.		22,610		2,962,703

				3,017,714


Broadcasting - 0.0%*
Media Nusantara Citra Tbk PT		233,900		36,202


Building Products - 0.5%
Assa Abloy AB, Class B		106,081		2,158,171
Geberit AG		3,959		1,737,321

				3,895,492


Cable & Satellite - 0.4%
Naspers Ltd., Class N		16,258		2,808,205


Communications Equipment - 0.3%
Telefonaktiebolaget LM Ericsson, Class B		321,875		2,327,445


Construction & Engineering - 0.0%*
Hyundai Engineering & Construction Company Ltd.		2,000		71,276


Construction Machinery & Heavy Trucks - 0.3%
Iochpe-Maxion S.A.		5,107		27,525
KION Group AG		20,770		1,344,927
Komatsu Ltd.		23,200		525,789

				1,898,241


Construction Materials - 0.3%
Cemex SAB de C.V. ADR (a)		17,467		138,688
HeidelbergCement AG		20,096		1,899,079

				2,037,767


Data Processing & Outsourced Services - 0.0%*
Cielo S.A.		8,377		83,825


Department Stores - 0.0%*
Matahari Department Store Tbk PT		105,376		149,170
SACI Falabella		3,855		28,200

See accompanying notes to financial statements.


64		Strategic Investment Fund

Strategic Investment Fund

Schedule of Investments, continued — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

Woolworths Holdings Ltd.		10,954		61,568

				238,938


Diversified Banks - 2.1%
Banco Bilbao Vizcaya Argentaria S.A.		199,918		1,209,162
Bank Negara Indonesia Persero Tbk PT		154,400		65,659
Barclays PLC		496,627		1,082,509
BNP Paribas S.A.		67,447		3,469,226
China Construction Bank Corp., Class H		359,000		266,151
CTBC Financial Holding Company Ltd.		80,830		46,932
Grupo Financiero Banorte SAB de C.V., Class O		130,932		688,639
ICICI Bank Ltd.		628,343		2,382,003
Industrial & Commercial Bank of China Ltd., Class H		289,203		180,846
ING Groep N.V.		144,883		1,789,387
Intesa Sanpaolo S.p.A.		725,655		1,609,780
Kasikornbank PCL		15,400		83,333
Malayan Banking Bhd		62,288		112,963
Metropolitan Bank & Trust Co.		88,954		156,465
Mitsubishi UFJ Financial Group Inc.		275,300		1,373,170
OTP Bank PLC		3,049		79,823
Qatar National Bank SAQ		1,806		77,358
Sberbank of Russia PJSC ADR		21,395		200,642
Shinhan Financial Group Company Ltd.		3,080		112,282
Sumitomo Mitsui Financial Group Inc.		18,200		607,475

				15,593,805


Diversified Metals & Mining - 0.1%
BHP Billiton PLC		61,472		928,281
Korea Zinc Company Ltd.		252		110,058

				1,038,339


Diversified Real Estate Activities - 0.6%
Mitsubishi Estate Company Ltd.		108,588		2,024,531
Mitsui Fudosan Company Ltd.		104,799		2,210,026

				4,234,557


Diversified REITs - 0.0%*
Fibra Uno Administracion S.A. de C.V.		45,227		82,843


Diversified Support Services - 0.1%
KEPCO Plant Service & Engineering Company Ltd.		9,258		485,870


	Principal Amount ($) or Shares		Fair Value $
Electric Utilities - 0.4%
Iberdrola S.A.		103,727		705,472
Power Grid Corporation of India Ltd.		734,723		1,945,504

				2,650,976


Electrical Components & Equipment - 0.7%
Nidec Corp.		36,400		3,329,253
Schneider Electric SE		31,137		2,171,589

				5,500,842


Electronic Components - 0.2%
Largan Precision Company Ltd.		2,111		254,569
Murata Manufacturing Company Ltd.		12,099		1,556,806

				1,811,375


Electronic Equipment & Instruments - 0.7%
Hexagon AB, Class B		49,568		2,167,305
Keyence Corp.		4,128		2,994,548

				5,161,853


Food Retail - 0.0%*
Magnit PJSC GDR		4,285		178,642


Footwear - 0.0%*
Anta Sports Products Ltd.		16,000		43,425


Gold - 0.0%*
Tahoe Resources Inc.		7,801		99,839


Healthcare Equipment - 1.4%
i-SENS Inc. (a)		1,927		55,464
Medtronic PLC		98,295		8,492,688
Smith & Nephew PLC		138,975		2,245,775

				10,793,927


Healthcare Services - 0.3%
Fresenius SE & Company KGaA		27,592		2,201,870


Highways & Railtracks - 0.0%*
CCR S.A.		18,104		94,397


Home Building - 0.2%
Sekisui House Ltd.		100,100		1,691,316


Household Appliances - 0.0%*
Techtronic Industries Company Ltd.		16,880		65,945


Household Products - 0.1%
Svenska Cellulosa AB SCA, Class B		32,279		959,998

See accompanying notes to financial statements.


Strategic Investment Fund			65

Strategic Investment Fund

Schedule of Investments, continued — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

Human Resource & Employment Services - 0.1%
Capita PLC		85,258		742,026


Hypermarkets & Super Centers - 0.0%*
Puregold Price Club Inc.		54,600		47,850


Industrial Conglomerates - 0.0%*
Fosun International Ltd.		31,500		47,275


Industrial Gases - 0.1%
Linde AG		5,967		1,014,575


Industrial Machinery - 0.3%
FANUC Corp.		14,900		2,502,829


Integrated Oil & Gas - 0.6%
Cenovus Energy Inc.		139,522		1,999,010
China Petroleum & Chemical Corp., Class H		169,725		123,640
Lukoil PJSC ADR		1,378		67,150
Sasol Ltd.		2,643		72,267
Statoil ASA		138,867		2,326,526

				4,588,593


Internet & Direct Marketing Retail - 0.2%
Ctrip.com International Ltd. ADR (a)		1,750		81,497
Zalando SE (a)(b)		28,052		1,171,148

				1,252,645


Internet Software & Services - 0.4%
Alibaba Group Holding Ltd. ADR (a)		3,484		368,573
Baidu Inc. ADR (a)		8,028		1,461,658
NAVER Corp.		254		203,643
NetEase Inc. ADR		1,117		268,951
Tencent Holdings Ltd.		18,555		509,572
Yandex N.V., Class A (a)		4,947		104,134

				2,916,531


IT Consulting & Other Services - 0.0%*
HCL Technologies Ltd.		17,984		216,089


Leisure Products - 0.3%
Shimano Inc.		16,400		2,416,314


Life & Health Insurance - 0.6%
AIA Group Ltd.		466,120		3,098,071
China Life Insurance Company Ltd., Class H		25,000		64,467
Ping An Insurance Group Company of China Ltd., Class H		18,000		93,296


	Principal Amount ($) or Shares		Fair Value $
Prudential PLC		65,241		1,158,082

				4,413,916


Movies & Entertainment - 0.2%
Vivendi S.A.		80,197		1,617,751


Multi-Line Insurance - 0.2%
AXA S.A.		78,643		1,673,898


Oil & Gas Equipment & Services - 0.2%
Technip S.A.		18,159		1,115,655


Oil & Gas Exploration & Production - 0.3%
CNOOC Ltd.		158,000		195,973
Parex Resources Inc. (a)		13,649		172,917
Seven Generations Energy Ltd. Class A (a)		88,959		2,137,588

				2,506,478


Other Diversified Financial Services - 0.0%*
FirstRand Ltd.		36,909		127,492


Packaged Foods & Meats - 0.6%
Kerry Group PLC, Class A		21,119		1,760,079
Nestle S.A.		34,291		2,707,836

				4,467,915


Personal Products - 0.4%
Kao Corp.		58,600		3,293,266
LG Household & Health Care Ltd.		55		47,692

				3,340,958


Pharmaceuticals - 1.3%
Astellas Pharma Inc.		91,500		1,421,767
Bayer AG		20,000		2,010,029
CSPC Pharmaceutical Group Ltd.		62,095		62,127
Roche Holding AG		13,948		3,467,576
Sanofi		33,212		2,524,572
Sino Biopharmaceutical Ltd.		55,000		36,946

				9,523,017


Property & Casualty Insurance - 0.7%
Chubb Ltd.		18,922		2,377,549
Insurance Australia Group Ltd.		451,142		1,888,444
PICC Property & Casualty Company Ltd., Class H		38,000		62,909
Tokio Marine Holdings Inc.		13,400		507,338
XL Group Ltd.		8,617		289,790

				5,126,030

See accompanying notes to financial statements.


66		Strategic Investment Fund

Strategic Investment Fund

Schedule of Investments, continued — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

Railroads - 0.1%
East Japan Railway Co.		11,500		1,031,156


Real Estate Development - 0.0%*
Bumi Serpong Damai Tbk PT		263,400		44,401


Residential REITs - 0.0%*
Emlak Konut Gayrimenkul Yatirim Ortakligi AS		33,482		33,921


Security & Alarm Services - 0.3%
Secom Company Ltd.		28,700		2,127,878


Semiconductor Equipment - 0.4%
ASML Holding N.V.		29,230		3,208,987


Semiconductors - 0.9%
MediaTek Inc.		17,000		129,891
NXP Semiconductors N.V. (a)		37,514		3,826,803
Taiwan Semiconductor Manufacturing Company Ltd.		494,876		2,881,271

				6,837,965


Soft Drinks - 0.0%*
Coca-Cola Icecek AS		2,133		25,960


Specialty Chemicals - 0.5%
Givaudan S.A.		1,043		2,127,100
Johnson Matthey PLC		29,114		1,245,761

				3,372,861


Technology Hardware, Storage & Peripherals - 0.3%
Samsung Electronics Company Ltd.		1,604		2,327,318


Thrifts & Mortgage Finance - 0.1%
Housing Development Finance Corporation Ltd.		18,058		378,342


Wireless Telecommunication Services - 0.8%
China Mobile Ltd.		18,290		221,316
SK Telecom Company Ltd.		250		51,301
SoftBank Group Corp.		37,000		2,382,995
Vodafone Group PLC		1,027,688		2,960,288

				5,615,900


Total Common Stock (Cost $155,853,812)				163,801,719


Preferred Stock - 0.1%
Diversified Banks - 0.1%
Itau Unibanco Holding S.A.		15,709		171,748


	Principal Amount ($) or Shares		Fair Value $
Integrated Oil & Gas - 0.0%*
Petroleo Brasileiro S.A. (a)		30,910		129,107


Steel - 0.0%*
Vale S.A.		5,892		27,929


Total Preferred Stock (Cost $219,856)				328,784


Total Foreign Equity (Cost $156,073,668)				164,130,503


Bonds and Notes - 31.8%
U.S. Treasuries - 8.1%
U.S. Treasury Bonds
1.50%, 08/15/26 (l)		5,403,100		5,354,348
2.25%, 08/15/46		5,012,800		4,937,803
U.S. Treasury Notes
0.63%, 06/30/18 (l)		987,500		985,301
0.75%, 08/15/19 (l)		8,457,200		8,427,135
0.88%, 10/15/18 - 06/15/19 (l)		11,873,900		11,883,230
1.13%, 07/31/21 (l)		13,446,000		13,427,619
1.25%, 07/31/23 (l)		14,967,000		14,813,828
1.38%, 06/30/23 (l)		1,247,000		1,245,101

				61,074,365


Agency Mortgage Backed - 7.1%
Federal Home Loan Mortgage Corp.
4.50%, 06/01/33 - 02/01/35		4,091		4,492
5.00%, 07/01/35 - 06/01/41		606,390		685,401
5.50%, 05/01/20 - 04/01/39		121,384		140,122
6.00%, 04/01/17 - 11/01/37		163,129		189,493
6.50%, 06/01/29		883		1,011
7.00%, 08/01/23 - 08/01/36		128,464		137,422
7.50%, 09/01/33		434		459
8.00%, 04/01/30 - 11/01/30		559		642
9.00%, 06/01/21		41		42
Federal National Mortgage Assoc.
3.00%, 02/01/43 - 06/01/43		6,944,766		7,254,039
3.50%, 11/01/42 - 08/01/45		4,641,957		4,903,138
4.00%, 05/01/19 - 03/01/44		4,544,156		4,925,459
4.50%, 05/01/18 - 01/01/41		4,479,069		4,914,167
5.00%, 07/01/20 - 06/01/41		938,930		1,063,584
5.50%, 06/01/20 - 01/01/39		880,747		997,855
6.00%, 02/01/20 - 05/01/41		1,239,301		1,436,336
6.50%, 08/01/17 - 08/01/34		108,368		124,171
7.00%, 04/01/17 - 12/01/33		2,709		2,766
7.50%, 12/01/23 - 12/01/33		4,616		5,137
8.00%, 11/01/25 - 01/01/33		732		814
9.00%, 12/01/17 - 12/01/22		416		452

See accompanying notes to financial statements.


Strategic Investment Fund			67

Strategic Investment Fund

Schedule of Investments, continued — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

2.50%, TBA (c)		2,607,294		2,700,688
3.00%, TBA (c)		1,955,471		2,050,227
3.50%, TBA (c)		5,646,541		5,958,865
4.00%, TBA (c)		4,500,000		4,833,105
Federal National Mortgage Assoc. 12 month USD LIBOR + 1.60% 2.72%, 04/01/37 (h)		701		717
Government National Mortgage Assoc.
3.50%, 05/20/43		1,472,948		1,570,320
4.00%, 01/20/41 - 04/20/43		1,703,603		1,837,164
4.50%, 08/15/33 - 03/20/41		820,490		899,244
5.00%, 08/15/33		11,682		13,152
6.00%, 06/15/33 - 12/15/34		49,035		57,573
6.50%, 04/15/28 - 06/15/34		12,896		14,875
7.00%, 04/15/28 - 10/15/36		7,061		7,855
8.00%, 06/15/30		32		33
8.50%, 10/15/17		301		304
9.00%, 11/15/16 - 12/15/21		207		223
3.00%, TBA (c)		3,256,982		3,412,452
3.50%, TBA (c)		2,443,121		2,595,053
4.00%, TBA (c)		169,190		181,866
4.00%, TBA (c)		1,000,000		1,071,758
5.00%, TBA (c)		75,000		83,487

				54,075,963


Agency Collateralized Mortgage Obligations - 0.4%
Collateralized Mortgage Obligation Trust 0.01%, 11/01/18 (d)(f)		16		16
Federal Home Loan Mortgage Corp. 0.08%, 09/25/43 (g)(h)		79,126		225
Federal Home Loan Mortgage Corp. REMIC
3.50%, 11/15/24 - 11/15/30 (g)		492,608		26,667
5.00%, 02/15/38 (g)		852		2
5.50%, 06/15/33 (g)		3,529		700
7.50%, 07/15/27 (g)		1,436		182
8.00%, 04/15/20		7		7
Federal Home Loan Mortgage Corp. REMIC 6.00% - 1 month USD LIBOR 5.48%, 08/15/43 (g)(h)		1,458,040		288,102
Federal Home Loan Mortgage Corp. REMIC 6.10% - 1 month USD LIBOR 5.58%, 06/15/41 - 05/15/46 (g)(h)		3,660,111		621,586


	Principal Amount ($) or Shares		Fair Value $
Federal Home Loan Mortgage Corp. REMIC 6.20% - 1 month USD LIBOR 5.68%, 10/15/42 (g)(h)		1,072,324		223,879
Federal Home Loan Mortgage Corp. REMIC 6.60% - 1 month USD LIBOR 6.08%, 08/15/25 (g)(h)		201,617		19,463
Federal Home Loan Mortgage Corp. STRIPS
1.47%, 08/01/27 (d)(f)		127		105
8.00%, 02/01/23 - 07/01/24 (g)		481		88
Federal Home Loan Mortgage Corp. STRIPS 5.95% - 1 month USD LIBOR 5.43%, 08/15/43 - 03/15/44 (g)(h)		2,492,381		533,891
Federal National Mortgage Assoc. REMIC
0.51%, 12/25/22 (d)(f)		136		133
1.22%, 12/25/42 (g)(h)		30,814		1,528
5.00%, 02/25/40 - 09/25/40 (g)		218,055		23,926
Federal National Mortgage Assoc. REMIC 6.00% - 1 month USD LIBOR 5.47%, 07/25/38 - 08/25/42 (g)(h)		4,117,957		876,163
Federal National Mortgage Assoc. REMIC 6.60% - 1 month USD LIBOR 6.07%, 10/25/43 (g)(h)		993,310		245,589
Federal National Mortgage Assoc. STRIPS
4.50%, 08/25/35 - 01/25/36 (g)		54,021		8,419
5.00%, 03/25/38 - 05/25/38 (g)		29,497		4,249
5.50%, 12/25/33 (g)		6,525		1,227
6.00%, 01/25/35 (g)		29,666		6,008
7.50%, 11/25/23 (g)		2,899		509
8.00%, 08/25/23 - 07/25/24 (g)		990		203
8.50%, 03/25/17 - 07/25/22 **(g)		25		—
8.50%, 07/25/22 (g)		81		14
9.00%, 05/25/22 (g)		104		17
Government National Mortgage Assoc.
4.50%, 10/20/37 - 08/16/39 (g)		290,783		12,136

See accompanying notes to financial statements.


68		Strategic Investment Fund

Strategic Investment Fund

Schedule of Investments, continued — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

5.00%, 10/20/37 - 09/20/38 (g)		103,158		3,891
Government National Mortgage Assoc. 6.25% - 1 month USD LIBOR 5.72%, 02/20/40 (g)(h)		1,181,384		201,465
Government National Mortgage Assoc. 6.80% - 1 month USD LIBOR 6.27%, 01/16/40 (g)(h)		344,667		58,383

				3,158,773


Corporate Notes - 13.8%
21st Century Fox America Inc.
3.70%, 10/15/25		84,000		91,034
4.95%, 10/15/45		34,000		38,639
6.65%, 11/15/37		160,000		211,358
ABB Finance USA Inc. 1.63%, 05/08/17		166,000		166,353
AbbVie Inc.
1.75%, 11/06/17		234,000		234,669
2.00%, 11/06/18		211,000		213,152
2.85%, 05/14/23		145,000		147,251
3.20%, 05/14/26		255,000		258,312
3.60%, 05/14/25		138,000		144,327
4.45%, 05/14/46		84,000		87,953
4.70%, 05/14/45		70,000		75,561
ACCO Brands Corp. 6.75%, 04/30/20		339,000		357,645
Actavis Funding SCS
1.30%, 06/15/17		399,000		398,664
3.00%, 03/12/20		169,000		174,222
3.45%, 03/15/22		236,000		247,781
3.80%, 03/15/25		338,000		357,920
Aetna Inc.
2.40%, 06/15/21		184,000		186,281
3.20%, 06/15/26		184,000		187,002
3.50%, 11/15/24		210,000		222,008
Aflac Inc. 4.00%, 10/15/46		120,000		121,516
Agrium Inc. 4.90%, 06/01/43		147,000		155,507
Air Liquide Finance S.A. 2.50%, 09/27/26 (b)		227,000		228,220
Alibaba Group Holding Ltd. 4.50%, 11/28/34		205,000		225,273
Alphabet Inc. 2.00%, 08/15/26		318,000		314,199
Altria Group Inc.
2.63%, 09/16/26		179,000		181,085
2.95%, 05/02/23		141,000		147,736
3.88%, 09/16/46		110,000		114,506
4.50%, 05/02/43		141,000		158,528


	Principal Amount ($) or Shares		Fair Value $
America Movil SAB de C.V. 3.13%, 07/16/22		200,000		204,787
American Axle & Manufacturing Inc.
6.25%, 03/15/21		187,000		194,948
6.63%, 10/15/22		53,000		55,981
American Campus Communities Operating Partnership LP
3.35%, 10/01/20		136,000		141,593
4.13%, 07/01/24		103,000		109,942
American Electric Power Company Inc. 2.95%, 12/15/22		270,000		282,071
American Express Co. 3.63%, 12/05/24		169,000		176,126
American Express Credit Corp. 2.60%, 09/14/20		337,000		346,824
American International Group Inc.
3.75%, 07/10/25		337,000		353,662
4.13%, 02/15/24		102,000		109,961
4.50%, 07/16/44		67,000		68,415
4.80%, 07/10/45		169,000		179,291
American Tower Corp. (REIT)
3.38%, 10/15/26		180,000		182,559
3.40%, 02/15/19		515,000		535,074
AmeriGas Partners LP/AmeriGas Finance Corp.
5.63%, 05/20/24		72,000		76,320
5.88%, 08/20/26		108,000		114,480
Amgen Inc.
2.20%, 05/22/19		305,000		310,646
4.56%, 06/15/48 (b)		127,000		134,954
Amkor Technology Inc. 6.63%, 06/01/21		368,000		379,040
Anadarko Petroleum Corp.
4.85%, 03/15/21		21,000		22,623
6.60%, 03/15/46		22,000		26,828
Anheuser-Busch InBev Finance Inc.
2.65%, 02/01/21		335,000		345,708
3.65%, 02/01/26		444,000		475,472
4.90%, 02/01/46		135,000		161,912
Anheuser-Busch InBev Worldwide Inc. 2.50%, 07/15/22		453,000		461,988
Anthem Inc. 3.30%, 01/15/23		185,000		193,939
Apache Corp. 5.10%, 09/01/40		107,000		111,218
Apple Inc.
3.25%, 02/23/26		168,000		178,678
3.45%, 02/09/45		170,000		162,874

See accompanying notes to financial statements.


Strategic Investment Fund			69

Strategic Investment Fund

Schedule of Investments, continued — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

3.85%, 08/04/46		145,000		147,672
4.65%, 02/23/46		86,000		99,494
Aramark Services Inc.
5.13%, 01/15/24 (b)		179,000		186,160
5.75%, 03/15/20		85,000		87,338
Archer-Daniels-Midland Co. 2.50%, 08/11/26		288,000		287,264
Ascension Health 4.85%, 11/15/53		235,000		291,164
AstraZeneca PLC
2.38%, 11/16/20		119,000		122,387
3.38%, 11/16/25		169,000		180,829
4.38%, 11/16/45		67,000		74,401
AT&T Inc.
2.45%, 06/30/20		337,000		343,482
2.80%, 02/17/21		168,000		172,874
3.40%, 05/15/25		72,000		74,015
4.45%, 04/01/24		262,000		288,117
4.50%, 05/15/35		169,000		177,908
4.75%, 05/15/46		37,000		38,922
4.80%, 06/15/44		135,000		142,049
AutoZone Inc. 3.25%, 04/15/25		156,000		161,660
Bank of America Corp.
1.70%, 08/25/17		849,000		850,250
2.60%, 01/15/19		293,000		298,933
2.63%, 04/19/21		546,000		554,726
3.50%, 04/19/26		229,000		238,132
3.95%, 04/21/25		203,000		210,264
4.00%, 01/22/25		151,000		156,580
4.10%, 07/24/23		163,000		176,536
4.25%, 10/22/26		305,000		322,768
Barclays Bank PLC 2.25%, 05/10/17 (b)		815,000		820,165
Barrick Gold Corp. 4.10%, 05/01/23		54,000		58,415
Barrick North America Finance LLC 5.70%, 05/30/41		36,000		41,342
Baxalta Inc. 2.88%, 06/23/20		178,000		182,354
Berkshire Hathaway Energy Co. 6.13%, 04/01/36		624,000		830,421
Berkshire Hathaway Finance Corp. 3.00%, 05/15/22		236,000		250,751
Berkshire Hathaway Inc. 3.13%, 03/15/26		253,000		266,319
Berry Plastics Corp. 5.13%, 07/15/23		220,000		223,713
BHP Billiton Finance USA Ltd. 5.00%, 09/30/43		60,000		71,102


	Principal Amount ($) or Shares		Fair Value $
Biogen Inc.
2.90%, 09/15/20		66,000		68,549
5.20%, 09/15/45		12,000		14,150
BMW US Capital LLC
2.00%, 04/11/21 (b)		255,000		257,869
2.80%, 04/11/26 (b)		183,000		187,048
BNP Paribas S.A. 4.38%, 05/12/26 (b)		369,000		381,421
Boston Scientific Corp. 3.85%, 05/15/25		170,000		180,997
BP Capital Markets PLC
1.38%, 05/10/18		291,000		290,938
3.12%, 05/04/26		182,000		186,931
Brixmor Operating Partnership LP 4.13%, 06/15/26		109,000		113,032
Buckeye Partners LP 5.60%, 10/15/44		51,000		52,932
Burlington Northern Santa Fe LLC 3.65%, 09/01/25		120,000		132,192
CalAtlantic Group Inc. 5.25%, 06/01/26		215,000		215,129
Calpine Corp.
5.75%, 01/15/25		205,000		202,181
5.88%, 01/15/24 (b)		289,000		305,256
Calumet Specialty Products Partners LP/Calumet Finance Corp. 6.50%, 04/15/21		226,000		184,755
Capital One Financial Corp. 4.20%, 10/29/25		337,000		351,794
Caterpillar Inc. 4.30%, 05/15/44		112,000		125,708
Catholic Health Initiatives
2.60%, 08/01/18		105,000		107,008
4.35%, 11/01/42		82,000		81,495
CBS Corp. 2.90%, 01/15/27		180,000		175,618
CCO Holdings LLC/CCO Holdings Capital Corp. 5.88%, 04/01/24 (b)		215,000		229,384
Celgene Corp.
3.88%, 08/15/25		179,000		191,685
5.00%, 08/15/45		169,000		190,746
CenturyLink Inc. 5.80%, 03/15/22		341,000		349,525
Cequel Communications Holdings I LLC/Cequel Capital Corp. 5.13%, 12/15/21 (b)		347,000		347,000

See accompanying notes to financial statements.


70		Strategic Investment Fund

Strategic Investment Fund

Schedule of Investments, continued — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

Charter Communications Operating LLC/Charter Communications Operating Capital
3.58%, 07/23/20 (b)		253,000		264,450
4.91%, 07/23/25 (b)		253,000		279,307
6.38%, 10/23/35 (b)		34,000		40,115
6.48%, 10/23/45 (b)		67,000		81,203
Chevron Corp. 3.19%, 06/24/23		167,000		177,937
Chubb INA Holdings Inc.
2.30%, 11/03/20		337,000		345,784
3.35%, 05/03/26		236,000		252,857
4.35%, 11/03/45		71,000		82,285
Cigna Corp. 3.25%, 04/15/25		338,000		348,690
Cinemark USA Inc. 4.88%, 06/01/23		155,000		155,775
Cisco Systems Inc. 2.50%, 09/20/26		179,000		181,068
Citigroup Inc.
1.55%, 08/14/17		346,000		346,410
1.75%, 05/01/18		582,000		582,822
1.85%, 11/24/17		160,000		160,513
2.05%, 12/07/18		306,000		308,304
2.70%, 03/30/21		365,000		373,152
4.40%, 06/10/25		169,000		179,036
4.65%, 07/30/45		152,000		171,460
4.75%, 05/18/46		180,000		189,672
CMS Energy Corp. 4.88%, 03/01/44		171,000		201,154
CNA Financial Corp. 5.88%, 08/15/20		206,000		233,968
CNH Industrial N.V. 4.50%, 08/15/23		215,000		217,150
CNOOC Nexen Finance 2014 ULC 4.25%, 04/30/24		349,000		377,380
Columbia Pipeline Group Inc. 3.30%, 06/01/20		108,000		111,942
Comcast Corp.
3.38%, 08/15/25		276,000		296,773
4.20%, 08/15/34		171,000		189,443
4.60%, 08/15/45		170,000		196,848
ConocoPhillips Co.
3.35%, 11/15/24		337,000		345,210
5.95%, 03/15/46		36,000		45,633
Corp Andina de Fomento 4.38%, 06/15/22		425,000		471,431
Credit Suisse AG 1.70%, 04/27/18		334,000		334,244


	Principal Amount ($) or Shares		Fair Value $
Credit Suisse Group Funding Guernsey Ltd.
3.75%, 03/26/25		502,000		499,037
3.80%, 06/09/23 (b)		385,000		390,236
CSX Corp. 4.50%, 08/01/54		104,000		112,806
CVS Health Corp.
3.88%, 07/20/25		158,000		172,099
5.13%, 07/20/45		253,000		308,464
Daimler Finance North America LLC 2.38%, 08/01/18 (b)		778,000		789,672
Dana Financing Luxembourg Sarl 6.50%, 06/01/26 (b)		215,000		225,320
Danaher Corp. 4.38%, 09/15/45		88,000		104,259
Delphi Automotive PLC 4.40%, 10/01/46		90,000		91,737
Deutsche Bank AG 2.85%, 05/10/19		184,000		179,451
Deutsche Telekom International Finance BV
1.95%, 09/19/21 (b)		363,000		362,723
2.49%, 09/19/23 (b)		363,000		363,731
Devon Energy Corp. 5.85%, 12/15/25		138,000		156,355
Dexia Credit Local S.A. 2.25%, 01/30/19 (b)		715,000		725,584
Diageo Investment Corp. 2.88%, 05/11/22		122,000		128,028
Diamond 1 Finance Corp./Diamond 2 Finance Corp.
3.48%, 06/01/19 (b)		365,000		375,340
4.42%, 06/15/21 (b)		182,000		190,225
6.02%, 06/15/26 (b)		89,000		97,626
8.35%, 07/15/46 (b)		75,000		89,842
DigitalGlobe Inc. 5.25%, 02/01/21 (b)		280,000		277,900
Discover Bank 3.10%, 06/04/20		250,000		257,200
Dollar General Corp.
1.88%, 04/15/18		335,000		336,950
3.25%, 04/15/23		145,000		149,746
4.15%, 11/01/25		96,000		104,539
Dominion Resources Inc. 3.63%, 12/01/24		161,000		170,114
Duke Energy Corp. 3.75%, 09/01/46		110,000		106,966
Duke Energy Progress LLC 4.15%, 12/01/44		100,000		109,728
Eastman Chemical Co. 3.60%, 08/15/22		154,000		163,420

See accompanying notes to financial statements.


Strategic Investment Fund			71

Strategic Investment Fund

Schedule of Investments, continued — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

Ecopetrol S.A. 5.88%, 05/28/45		85,000		78,200
Electricite de France S.A. 2.15%, 01/22/19 (b)		368,000		373,206
Eli Lilly & Co. 3.70%, 03/01/45		33,000		35,576
EMD Finance LLC 3.25%, 03/19/25 (b)		169,000		174,470
Emera US Finance LP
2.70%, 06/15/21 (b)		129,000		132,022
3.55%, 06/15/26 (b)		132,000		136,890
4.75%, 06/15/46 (b)		39,000		41,913
Enbridge Energy Partners LP 4.20%, 09/15/21		140,000		148,623
Energy Transfer Equity LP 5.88%, 01/15/24		571,000		592,412
Energy Transfer Partners LP
4.05%, 03/15/25		68,000		67,482
6.50%, 02/01/42		123,000		128,546
Entergy Louisiana LLC 3.05%, 06/01/31		109,000		112,014
Enterprise Products Operating LLC
3.70%, 02/15/26		177,000		182,315
3.95%, 02/15/27		292,000		305,665
EOG Resources Inc. 4.15%, 01/15/26		305,000		333,321
ERP Operating LP 4.50%, 07/01/44		68,000		74,605
Express Scripts Holding Co.
3.40%, 03/01/27		183,000		184,161
4.80%, 07/15/46		110,000		114,602
Exxon Mobil Corp.
2.22%, 03/01/21		365,000		372,993
3.04%, 03/01/26		180,000		188,460
4.11%, 03/01/46		110,000		122,450
FedEx Corp. 4.10%, 02/01/45		2,000		2,072
Fiat Chrysler Automobiles N.V. 5.25%, 04/15/23		200,000		205,750
Five Corners Funding Trust 4.42%, 11/15/23 (b)		373,000		402,988
Florida Power & Light Co. 4.13%, 02/01/42		131,000		147,372
Ford Motor Credit Company LLC
3.22%, 01/09/22		360,000		369,433
5.88%, 08/02/21		261,000		297,629
Frontier Communications Corp.
7.13%, 03/15/19		295,000		316,387
11.00%, 09/15/25		267,000		278,348
General Dynamics Corp. 2.13%, 08/15/26		360,000		354,462
General Motors Co. 5.20%, 04/01/45		34,000		35,448


	Principal Amount ($) or Shares		Fair Value $
General Motors Financial Company Inc.
3.15%, 01/15/20		236,000		240,487
3.20%, 07/13/20		675,000		691,205
5.25%, 03/01/26		182,000		199,311
Georgia-Pacific LLC 3.60%, 03/01/25 (b)		121,000		128,961
Gilead Sciences Inc.
1.95%, 03/01/22		108,000		108,245
2.50%, 09/01/23		180,000		181,445
3.65%, 03/01/26		190,000		204,626
4.15%, 03/01/47		88,000		90,442
4.80%, 04/01/44		89,000		99,566
Grupo Televisa SAB 5.00%, 05/13/45		200,000		191,188
Halliburton Co.
3.80%, 11/15/25		169,000		174,824
5.00%, 11/15/45		101,000		110,510
HCA Inc.
4.75%, 05/01/23		429,000		447,232
6.50%, 02/15/20		304,000		336,680
Hess Corp.
4.30%, 04/01/27		255,000		257,104
5.60%, 02/15/41		73,000		72,722
5.80%, 04/01/47		77,000		78,807
HSBC Holdings PLC
2.65%, 01/05/22 (c)		200,000		199,335
2.95%, 05/25/21		355,000		360,089
3.60%, 05/25/23		200,000		206,624
HSBC USA Inc. 2.35%, 03/05/20		364,000		367,181
Huntington Bancshares Inc. 2.30%, 01/14/22		143,000		142,484
Hyundai Capital America 2.13%, 10/02/17 (b)		118,000		118,581
Illinois Tool Works Inc. 3.50%, 03/01/24		179,000		195,693
ING Bank N.V. 2.70%, 08/17/20 (b)		200,000		205,483
Ingersoll-Rand Luxembourg Finance S.A. 3.55%, 11/01/24		236,000		250,296
Ingles Markets Inc. 5.75%, 06/15/23		375,000		389,062
Intel Corp.
2.45%, 07/29/20		169,000		174,879
2.60%, 05/19/26		107,000		109,076
International Business Machines Corp. 3.63%, 02/12/24		177,000		192,823
International Paper Co. 4.40%, 08/15/47		229,000		229,148

See accompanying notes to financial statements.


72		Strategic Investment Fund

Strategic Investment Fund

Schedule of Investments, continued — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

Interstate Power & Light Co. 3.40%, 08/15/25		335,000		358,251
JB Poindexter & Company Inc. 9.00%, 04/01/22 (b)		83,000		87,876
JBS USA LUX S.A./JBS USA Finance Inc. 5.75%, 06/15/25 (b)		224,000		220,080
Jefferies Group LLC
5.13%, 01/20/23		283,000		301,593
6.50%, 01/20/43		90,000		94,118
Johnson & Johnson
1.65%, 03/01/21		120,000		121,770
2.45%, 03/01/26		120,000		123,402
JPMorgan Chase & Co.
2.30%, 08/15/21		363,000		363,812
2.55%, 10/29/20		168,000		171,307
3.30%, 04/01/26		182,000		187,976
4.25%, 10/01/27		13,000		13,994
JPMorgan Chase & Co. 3 month USD LIBOR + 3.32% 5.00%, 12/29/49 (h)		129,000		127,388
JPMorgan Chase & Co. 3 month USD LIBOR + 3.33% 6.10%, 10/29/49 (h)		405,000		427,781
KB Home 7.00%, 12/15/21		351,000		377,325
Kellogg Co. 4.50%, 04/01/46		75,000		81,332
KFW 4.50%, 07/16/18		446,000		473,751
Kinder Morgan Energy Partners LP
3.50%, 09/01/23		75,000		75,141
4.30%, 05/01/24		180,000		186,239
Kinder Morgan Inc.
3.05%, 12/01/19		67,000		68,459
5.55%, 06/01/45		101,000		103,844
Kraft Heinz Foods Co.
2.80%, 07/02/20		338,000		350,298
3.00%, 06/01/26		256,000		258,206
4.38%, 06/01/46		120,000		127,292
L Brands Inc. 5.63%, 02/15/22		369,000		412,357
L-3 Communications Corp. 1.50%, 05/28/17		211,000		211,201
Lee Enterprises Inc. 9.50%, 03/15/22 (b)		300,000		309,750
Lennar Corp.
4.50%, 11/15/19		299,000		315,071
4.75%, 05/30/25		150,000		153,000
Levi Strauss & Co. 5.00%, 05/01/25		222,000		231,435


	Principal Amount ($) or Shares		Fair Value $
Lockheed Martin Corp.
2.50%, 11/23/20		236,000		243,634
3.55%, 01/15/26		179,000		193,542
3.80%, 03/01/45		71,000		72,560
4.70%, 05/15/46		76,000		90,533
Lowe’s Companies Inc. 3.70%, 04/15/46		255,000		262,294
LYB International Finance BV 4.88%, 03/15/44		54,000		58,556
Marathon Oil Corp.
3.85%, 06/01/25		91,000		86,466
5.90%, 03/15/18		91,000		95,106
6.00%, 10/01/17		370,000		382,587
Marathon Petroleum Corp. 3.63%, 09/15/24		159,000		160,274
Marsh & McLennan Companies Inc. 3.50%, 03/10/25		169,000		178,609
McDonald’s Corp.
3.70%, 01/30/26		214,000		230,370
4.88%, 12/09/45		71,000		82,609
Medtronic Inc.
2.50%, 03/15/20		101,000		104,454
3.50%, 03/15/25		379,000		408,365
4.63%, 03/15/45		109,000		128,375
Memorial Sloan-Kettering Cancer Center 4.13%, 07/01/52		105,000		115,958
Merck & Company Inc. 2.75%, 02/10/25		335,000		347,342
MetLife Inc. 4.72%, 12/15/44		104,000		112,948
MGM Resorts International
4.63%, 09/01/26		143,000		139,425
5.25%, 03/31/20		222,000		236,430
6.63%, 12/15/21		370,000		416,250
Microsoft Corp.
1.55%, 08/08/21		360,000		358,460
2.40%, 08/08/26		436,000		436,280
3.45%, 08/08/36		110,000		112,210
3.70%, 08/08/46		110,000		111,424
4.00%, 02/12/55		160,000		164,221
Mitsubishi UFJ Financial Group Inc. 3.85%, 03/01/26		200,000		217,061
Mizuho Bank Ltd. 2.45%, 04/16/19 (b)		420,000		426,793
Mizuho Financial Group Inc. 2.63%, 04/12/21 (b)		362,000		366,510
Molson Coors Brewing Co.
2.10%, 07/15/21		254,000		256,356
3.00%, 07/15/26		136,000		137,030
4.20%, 07/15/46		76,000		79,396

See accompanying notes to financial statements.


Strategic Investment Fund			73

Strategic Investment Fund

Schedule of Investments, continued — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

Monsanto Co. 4.70%, 07/15/64		44,000		42,140
Morgan Stanley
2.45%, 02/01/19		170,000		173,080
2.50%, 04/21/21		365,000		368,564
2.65%, 01/27/20		145,000		148,178
3.70%, 10/23/24		165,000		174,075
3.95%, 04/23/27		337,000		350,734
4.10%, 05/22/23		386,000		408,287
5.00%, 11/24/25		131,000		146,241
Mylan N.V.
3.15%, 06/15/21 (b)		86,000		87,621
3.95%, 06/15/26 (b)		89,000		89,721
National Retail Properties Inc. 4.00%, 11/15/25		168,000		179,246
NCL Corporation Ltd. 4.63%, 11/15/20 (b)		186,000		186,000
Newell Brands Inc.
3.85%, 04/01/23		183,000		194,856
4.20%, 04/01/26		183,000		199,426
5.50%, 04/01/46		110,000		133,766
Newmont Mining Corp. 4.88%, 03/15/42		131,000		138,345
Nexen Energy ULC 6.40%, 05/15/37		144,000		191,910
Noble Energy Inc. 3.90%, 11/15/24		202,000		206,129
Northern States Power Co. 2.20%, 08/15/20		337,000		344,449
Northrop Grumman Corp. 3.85%, 04/15/45		39,000		40,574
Novartis Capital Corp.
3.00%, 11/20/25		26,000		27,520
4.00%, 11/20/45		223,000		246,847
NRG Energy Inc. 6.25%, 07/15/22		184,000		186,760
Occidental Petroleum Corp. 3.50%, 06/15/25		337,000		359,007
Omnicom Group Inc. 3.63%, 05/01/22		105,000		112,520
Oracle Corp.
1.90%, 09/15/21		184,000		184,481
2.40%, 09/15/23		127,000		128,061
2.65%, 07/15/26		255,000		254,781
2.95%, 05/15/25		225,000		232,543
4.00%, 07/15/46		110,000		113,969
4.13%, 05/15/45		68,000		71,407
Owens & Minor Inc. 3.88%, 09/15/21		310,000		320,307
Owens-Brockway Glass Container Inc. 6.38%, 08/15/25 (b)		100,000		110,125


	Principal Amount ($) or Shares		Fair Value $
Pacific Gas & Electric Co. 3.40%, 08/15/24		506,000		543,010
PacifiCorp 6.25%, 10/15/37		3,000		4,167
Penn National Gaming Inc. 5.88%, 11/01/21		225,000		232,313
PepsiCo Inc.
3.10%, 07/17/22		85,000		90,949
4.25%, 10/22/44		100,000		114,426
4.60%, 07/17/45		101,000		121,556
Perrigo Company PLC 2.30%, 11/08/18		360,000		361,220
Perrigo Finance Unlimited Co. 3.50%, 03/15/21		200,000		206,866
Petroleos Mexicanos
3.50%, 01/30/23		147,000		138,555
4.50%, 01/23/26		182,000		176,995
5.63%, 01/23/46		67,000		58,592
6.38%, 02/04/21 (b)		135,000		147,164
6.75%, 09/21/47 (b)		144,000		143,424
PetSmart Inc. 7.13%, 03/15/23 (b)		286,000		300,300
Pfizer Inc.
2.75%, 06/03/26		182,000		188,234
4.40%, 05/15/44		106,000		122,772
Philip Morris International Inc. 4.13%, 03/04/43		140,000		150,956
PNC Bank NA 2.40%, 10/18/19		346,000		354,192
PPL Capital Funding Inc. 3.10%, 05/15/26		365,000		371,256
Praxair Inc. 3.20%, 01/30/26		106,000		113,529
Precision Castparts Corp. 4.38%, 06/15/45		101,000		119,384
Prologis LP 3.75%, 11/01/25		168,000		180,850
Prudential Financial Inc. 3 month USD LIBOR + 3.03% 5.38%, 05/15/45 (h)		169,000		176,183
Prudential Financial Inc. 3 month USD LIBOR + 3.92% 5.63%, 06/15/43 (h)		166,000		179,081
PulteGroup Inc.
4.25%, 03/01/21		70,000		73,500
5.50%, 03/01/26		210,000		220,500
QUALCOMM Inc. 4.80%, 05/20/45		119,000		130,233
Regency Energy Partners LP/Regency Energy Finance Corp. 4.50%, 11/01/23		236,000		237,697

See accompanying notes to financial statements.


74		Strategic Investment Fund

Strategic Investment Fund

Schedule of Investments, continued — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

Reynolds American Inc.
4.45%, 06/12/25		284,000		317,041
5.85%, 08/15/45		45,000		58,411
Rio Tinto Finance USA PLC 4.13%, 08/21/42		85,000		87,598
Rogers Communications Inc. 5.00%, 03/15/44		61,000		71,001
Royal Bank of Canada
1.20%, 09/19/17		773,000		772,668
4.65%, 01/27/26		22,000		23,993
Royal Bank of Scotland Group PLC 3.88%, 09/12/23		200,000		197,397
Ryder System Inc. 2.45%, 09/03/19		394,000		401,963
Santander Bank NA 2.00%, 01/12/18		411,000		411,042
Santander UK Group Holdings PLC
3.13%, 01/08/21		214,000		217,451
4.75%, 09/15/25 (b)		200,000		200,225
Schaeffler Holding Finance BV (6.75% Cash/7.50% PIK) 6.75%, 11/15/22 (b)(k)		300,000		342,750
Schlumberger Holdings Corp.
3.00%, 12/21/20 (b)		186,000		193,961
4.00%, 12/21/25 (b)		214,000		232,964
Shell International Finance BV 2.88%, 05/10/26		182,000		185,438
Shire Acquisitions Investments Ireland DAC
1.90%, 09/23/19		181,000		181,167
2.40%, 09/23/21		360,000		360,999
2.88%, 09/23/23		360,000		361,657
3.20%, 09/23/26		250,000		250,690
Sinclair Television Group Inc. 5.38%, 04/01/21		387,000		401,512
Southern California Edison Co.
2.40%, 02/01/22		135,000		139,102
Sprint Corp. 7.63%, 02/15/25		248,000		245,520
Standard Industries Inc. 5.38%, 11/15/24 (b)		442,000		455,260
Statoil ASA 3.95%, 05/15/43		84,000		86,830
Sumitomo Mitsui Banking Corp.
1.35%, 07/11/17		255,000		254,972
1.95%, 07/23/18		258,000		259,570
Sumitomo Mitsui Financial Group Inc. 2.63%, 07/14/26		285,000		281,512
Sunoco LP/Sunoco Finance Corp. 5.50%, 08/01/20 (b)		148,000		149,110


	Principal Amount ($) or Shares		Fair Value $
SUPERVALU Inc. 6.75%, 06/01/21		374,000		349,690
T-Mobile USA Inc. 6.63%, 04/01/23		370,000		397,287
Tampa Electric Co. 4.35%, 05/15/44		169,000		186,154
Target Corp. 2.50%, 04/15/26		180,000		183,801
TD Ameritrade Holding Corp. 2.95%, 04/01/22		166,000		172,988
Teachers Insurance & Annuity Association of America 4.90%, 09/15/44 (b)		235,000		264,956
Telecom Italia S.p.A. 5.30%, 05/30/24 (b)		396,000		404,859
Tenet Healthcare Corp.
4.75%, 06/01/20		136,000		138,040
6.00%, 10/01/20		347,000		366,952
Teva Pharmaceutical Finance Netherlands III BV
3.15%, 10/01/26		108,000		108,572
4.10%, 10/01/46		81,000		80,829
The Allstate Corp. 3 month USD LIBOR + 2.94% 5.75%, 08/15/53 (h)		186,000		199,718
The Bank of New York Mellon Corp. 3 month USD LIBOR + 3.13% 4.63%, 12/29/49 (h)		360,000		354,600
The Bank of Tokyo-Mitsubishi UFJ Ltd. 2.30%, 03/10/19 (b)		400,000		404,971
The Coca-Cola Co. 2.88%, 10/27/25		178,000		187,645
The Dow Chemical Co. 4.25%, 10/01/34		172,000		177,471
The Goldman Sachs Group Inc.
2.35%, 11/15/21		360,000		359,292
2.38%, 01/22/18		299,000		302,044
2.63%, 01/31/19 - 04/25/21		426,000		433,937
2.90%, 07/19/18		223,000		228,120
3.75%, 05/22/25		288,000		302,589
4.25%, 10/21/25		57,000		60,022
4.80%, 07/08/44		368,000		414,906
5.15%, 05/22/45		169,000		184,737
The Home Depot Inc.
3.35%, 09/15/25		236,000		255,936
3.50%, 09/15/56		128,000		124,540
The Korea Development Bank 3.38%, 09/16/25		200,000		218,369

See accompanying notes to financial statements.


Strategic Investment Fund			75

Strategic Investment Fund

Schedule of Investments, continued — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

The Kroger Co. 2.95%, 11/01/21		236,000		246,065
The Progressive Corp. 3.70%, 01/26/45		101,000		105,711
The Southern Co.
3.25%, 07/01/26		365,000		378,287
4.40%, 07/01/46		110,000		118,999
The Toronto-Dominion Bank 2.50%, 12/14/20		23,000		23,653
The Toronto-Dominion Bank 5 year USD LIBOR + 2.21% 3.63%, 09/15/31 (h)		109,000		109,398
The Travelers Companies Inc. 3.75%, 05/15/46		75,000		79,468
The Walt Disney Co.
1.85%, 07/30/26		181,000		172,883
2.30%, 02/12/21		306,000		315,363
4.13%, 06/01/44		73,000		82,580
Time Inc. 5.75%, 04/15/22 (b)		371,000		364,507
Time Warner Cable LLC
4.50%, 09/15/42		34,000		32,520
6.55%, 05/01/37		101,000		119,971
Time Warner Inc.
3.88%, 01/15/26		127,000		137,639
5.35%, 12/15/43		306,000		364,955
TransCanada PipeLines Ltd. 4.88%, 01/15/26		277,000		320,642
Tyco Electronics Group S.A. 2.35%, 08/01/19		344,000		348,765
Tyson Foods Inc. 2.65%, 08/15/19		72,000		73,823
U.S. Bancorp 3.10%, 04/27/26		226,000		233,605
U.S. Bancorp 3 month USD LIBOR + 3.49% 5.13%, 12/29/49 (h)		337,000		354,945
UBS Group Funding Jersey Ltd. 2.95%, 09/24/20 (b)		200,000		204,897
Under Armour Inc. 3.25%, 06/15/26		88,000		88,650
UnitedHealth Group Inc.
2.70%, 07/15/20		223,000		231,770
4.75%, 07/15/45		268,000		322,216
Universal Health Services Inc. 5.00%, 06/01/26 (b)		144,000		149,940
Vale Overseas Ltd.
4.38%, 01/11/22		92,000		90,965
5.88%, 06/10/21		184,000		192,648
6.25%, 08/10/26		90,000		94,023
Ventas Realty LP 3.25%, 10/15/26		180,000		181,800


	Principal Amount ($) or Shares		Fair Value $
Verizon Communications Inc.
1.75%, 08/15/21		362,000		358,069
2.63%, 08/15/26		270,000		264,922
4.40%, 11/01/34		168,000		178,106
4.67%, 03/15/55		118,000		124,128
4.86%, 08/21/46		169,000		189,772
5.05%, 03/15/34		288,000		324,294
5.15%, 09/15/23		215,000		250,231
Viacom Inc.
2.25%, 02/04/22		180,000		179,136
3.45%, 10/04/26		180,000		179,894
Virgin Media Finance PLC 5.75%, 01/15/25 (b)		202,000		204,525
Visa Inc.
2.80%, 12/14/22		214,000		224,363
3.15%, 12/14/25		214,000		226,192
4.30%, 12/14/45		101,000		117,035
Volkswagen Group of America Finance LLC 3 month USD LIBOR + 0.44% 1.25%, 11/20/17 (b)(h)		200,000		199,327
W.R. Grace & Co.
5.13%, 10/01/21 (b)		140,000		148,750
5.63%, 10/01/24 (b)		367,000		400,030
Wal-Mart Stores Inc. 4.30%, 04/22/44		314,000		369,815
Walgreens Boots Alliance Inc.
2.60%, 06/01/21		182,000		186,266
4.65%, 06/01/46		55,000		60,075
Wells Fargo & Co.
3.00%, 04/22/26		367,000		370,689
3.90%, 05/01/45		169,000		174,335
4.10%, 06/03/26		218,000		231,430
4.30%, 07/22/27		136,000		146,671
4.40%, 06/14/46		110,000		112,273
Wells Fargo & Co. 3 month USD LIBOR + 3.11% 5.90%, 12/29/49 (h)		226,000		234,193
Wells Fargo & Co. 3 month USD LIBOR + 3.99% 5.88%, 12/29/49 (h)		234,000		253,890
Western Digital Corp. 7.38%, 04/01/23 (b)		35,000		38,413
Westlake Chemical Corp. 3.60%, 08/15/26 (b)		255,000		255,133
Williams Partners LP
3.90%, 01/15/25		290,000		289,553
5.40%, 03/04/44		34,000		33,953
Windstream Services LLC 6.38%, 08/01/23		259,000		235,043
WPP Finance 2010 3.75%, 09/19/24		335,000		356,852

See accompanying notes to financial statements.


76		Strategic Investment Fund

Strategic Investment Fund

Schedule of Investments, continued — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

XLIT Ltd. 5.25%, 12/15/43		143,000		157,031
XPO Logistics Inc. 6.50%, 06/15/22 (b)		215,000		224,944
Zimmer Biomet Holdings Inc. 3.55%, 04/01/25		169,000		174,276

				104,116,681


Non-Agency Collateralized Mortgage Obligations - 1.9%
American Tower Trust I (REIT) 1.55%, 03/15/43 (b)		420,000		419,069
Banc of America Commercial Mortgage Trust 2007-1 5.48%, 01/15/49 (h)		600,000		597,063
Banc of America Commercial Mortgage Trust 2007-4 5.94%, 02/10/51 (h)		92,108		93,969
Banc of America Commercial Mortgage Trust 2008-1 6.44%, 02/10/51 (h)		458,958		476,317
Banc of America Merrill Lynch Commercial Mortgage Inc. 2005-1 5.53%, 11/10/42 (h)		46,572		46,527
Bear Stearns Commercial Mortgage Securities Trust 2007-PW18 6.09%, 06/11/50 (h)		290,000		299,783
Citigroup Commercial Mortgage Trust 2014-GC23 4.66%, 07/10/47 (b)(h)		692,000		587,026
Citigroup Commercial Mortgage Trust 2015-GC33 3.17%, 09/10/58		146,638		103,435
Citigroup Commercial Mortgage Trust 2016-P5 2.94%, 10/10/49 (c)		330,977		340,894
COMM 2013-CR12 Mortgage Trust 5.25%, 10/10/46 (b)(h)		100,000		89,683
COMM 2013-LC13 Mortgage Trust 4.56%, 08/10/46 (b)(h)		140,000		156,902
COMM 2014-CR14 Mortgage Trust 4.53%, 02/10/47 (h)		200,000		224,370
COMM 2014-CR19 Mortgage Trust 4.88%, 08/10/47 (b)(h)		332,639		283,184
COMM 2015-CR23 Mortgage Trust 4.40%, 05/10/48 (h)		161,100		154,963


	Principal Amount ($) or Shares		Fair Value $
COMM 2015-CR24 Mortgage Trust 3.46%, 08/10/48 (h)		293,578		218,843
COMM 2015-LC19 Mortgage Trust 2.87%, 02/10/48 (b)		260,000		201,070
COMM 2015-PC1 Mortgage Trust 4.59%, 07/10/50 (h)		160,441		169,767
CSAIL 2015-C2 Commercial Mortgage Trust 4.35%, 06/15/57 (h)		112,000		83,193
CSAIL 2015-C3 Commercial Mortgage Trust 3.51%, 08/15/48 (h)		175,977		131,851
GS Mortgage Securities Trust 2011-GC5 3.00%, 08/10/44		6,565		6,562
GS Mortgage Securities Trust 2015-GC28 1.30%, 02/10/48 (g)(h)		2,260,332		142,886
GS Mortgage Securities Trust 2015-GC32 3.35%, 07/10/48		161,291		122,599
GS Mortgage Securities Trust 2015-GC34 2.98%, 10/10/48		554,581		391,666
GS Mortgage Securities Trust 2015-GS1 3.27%, 11/10/48		417,675		327,656
GS Mortgage Securities Trust 2016-GS3 3.40%, 10/10/49 (h)		339,000		349,092
JP Morgan Chase Commercial Mortgage Securities Corp. 2012-LC9 1.98%, 12/15/47 (g)(h)		1,028,625		68,668
JP Morgan Chase Commercial Mortgage Securities Trust 2007-CB18 5.44%, 06/12/47		174,341		175,228
JPMBB Commercial Mortgage Securities Trust 2013-C12 4.16%, 07/15/45 (h)		90,000		98,309
JPMBB Commercial Mortgage Securities Trust 2013-C17 5.05%, 01/15/47 (b)(h)		100,000		92,657
JPMBB Commercial Mortgage Securities Trust 2014-C18 4.97%, 02/15/47 (b)(h)		100,000		86,598
JPMBB Commercial Mortgage Securities Trust 2014-C19 4.83%, 04/15/47 (b)(h)		100,000		86,334

See accompanying notes to financial statements.


Strategic Investment Fund			77

Strategic Investment Fund

Schedule of Investments, continued — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

JPMBB Commercial Mortgage Securities Trust 2015-C29 3.84%, 05/15/48 (h)		307,309		226,353
JPMBB Commercial Mortgage Securities Trust 2015-C30 4.46%, 07/15/48 (h)		293,257		267,195
LB-UBS Commercial Mortgage Trust 2004-C8 0.49%, 12/15/39 (b)(g)(h)		9,742		38
LB-UBS Commercial Mortgage Trust 2007-C6
6.11%, 07/15/40 (h)		192,914		199,532
6.11%, 07/15/40 (b)		430,000		438,555
Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14 4.99%, 02/15/47 (b)(h)		160,799		143,330
Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15 5.06%, 04/15/47 (b)(h)		485,625		425,543
Morgan Stanley Bank of America Merrill Lynch Trust 2014-C18 3.39%, 10/15/47 (b)		673,132		457,737
Morgan Stanley Bank of America Merrill Lynch Trust 2014-C19 3.25%, 12/15/47 (b)		199,711		153,657
Morgan Stanley Bank of America Merrill Lynch Trust 2015-C20 1.56%, 02/15/48 (g)(h)		2,531,685		202,649
Morgan Stanley Bank of America Merrill Lynch Trust 2015-C21 1.12%, 03/15/48 (g)(h)		3,096,529		189,522
Morgan Stanley Bank of America Merrill Lynch Trust 2015-C22 4.38%, 04/15/48 (b)(h)		598,870		490,435
Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23 4.27%, 07/15/50 (b)(h)		760,119		618,473
Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28 3.00%, 01/15/49 (b)		120,541		84,516
Morgan Stanley Capital I Trust 2006-IQ11 6.06%, 10/15/42 (h)		110,000		110,692
Morgan Stanley Capital I Trust 2006-T21 5.27%, 10/12/52 (h)		89,547		89,501
Morgan Stanley Capital I Trust 2007-IQ16 6.25%, 12/12/49 (h)		290,000		299,461
Morgan Stanley Capital I Trust 2008-T29 6.48%, 01/11/43 (h)		110,000		114,936


	Principal Amount ($) or Shares		Fair Value $
Morgan Stanley Capital I Trust 2015-MS1 4.16%, 05/15/48 (b)(h)		220,000		172,120
Morgan Stanley Capital I Trust 2016-UBS9
1.41%, 03/15/49 (g)(h)		2,163,442		177,230
3.00%, 03/15/49 (b)		201,000		157,070
Wells Fargo Commercial Mortgage Trust 2015-C26 1.45%, 02/15/48 (g)(h)		2,561,219		206,819
Wells Fargo Commercial Mortgage Trust 2015-C29 4.37%, 06/15/48 (h)		239,622		191,096
Wells Fargo Commercial Mortgage Trust 2015-C30 4.65%, 09/15/58 (b)(h)		146,644		116,271
Wells Fargo Commercial Mortgage Trust 2015-LC22 4.69%, 09/15/58 (h)		146,742		118,931
Wells Fargo Commercial Mortgage Trust 2015-NXS2 4.39%, 07/15/58 (h)		146,643		112,324
Wells Fargo Commercial Mortgage Trust 2016-C33 3.12%, 03/15/59 (b)(n)		128,332		92,965
Wells Fargo Mortgage Backed Securities Trust 2006-3 5.50%, 03/25/36 (**)		14,085		—
WFRBS Commercial Mortgage Trust 2013-C17 4.26%, 12/15/46		190,000		211,473
WFRBS Commercial Mortgage Trust 2014-C19 4.23%, 03/15/47 (b)		293,728		239,866
WFRBS Commercial Mortgage Trust 2014-C22 4.06%, 09/15/57 (b)(h)		443,071		341,607
WFRBS Commercial Mortgage Trust 2014-C24 3.69%, 11/15/47 (b)		578,051		414,431
WFRBS Commercial Mortgage Trust 2014-C25 3.80%, 11/15/47 (b)(h)		80,000		57,717
WFRBS Commercial Mortgage Trust 2014-LC14
4.35%, 03/15/47 (h)		447,000		497,713
4.59%, 03/15/47 (b)(h)		464,977		380,626
WFRBS Commercial Mortgage Trust 2015-C31 3.85%, 11/15/48		73,319		55,376

				14,681,924

See accompanying notes to financial statements.


78		Strategic Investment Fund

Strategic Investment Fund

Schedule of Investments, continued — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

Sovereign Bonds - 0.3%
Government of Chile 3.63%, 10/30/42		250,000		265,937
Government of Colombia 2.63%, 03/15/23		236,000		232,696
Government of Mexico
3.60%, 01/30/25		510,000		529,125
4.00%, 10/02/23		168,000		179,676
4.75%, 03/08/44		204,000		212,160
Government of Panama 4.00%, 09/22/24		200,000		218,750
Government of Peru
4.13%, 08/25/27		99,000		113,108
5.63%, 11/18/50		55,000		72,875
Government of Philippines 4.20%, 01/21/24		200,000		227,595
Government of Turkey
3.25%, 03/23/23		73,000		68,595
4.88%, 04/16/43		200,000		186,642

				2,307,159


Municipal Bonds and Notes - 0.2%
American Municipal Power Inc. 6.27%, 02/15/50		95,000		125,444
Municipal Electric Authority of Georgia 6.64%, 04/01/57		169,000		228,138
New Jersey Transportation Trust Fund Authority 6.88%, 12/15/39		65,000		70,941
Port Authority of New York & New Jersey 4.46%, 10/01/62		350,000		402,763
South Carolina State Public Service Authority 6.45%, 01/01/50		120,000		173,766


	Principal Amount ($) or Shares		Fair Value $
State of California 5.70%, 11/01/21		175,000		206,701
State of Illinois 5.10%, 06/01/33		100,000		96,400

				1,304,153


FNMA (TBA) - 0.0%*
LehmanTBA 5.50% TBA (j)(n)		61,158		1,933


Total Bonds and Notes (Cost $235,403,398)				240,720,951


Exchange Traded Funds - 6.3%
SPDR Barclays High Yield Bond ETF (m)		632,267		23,216,844
Vanguard FTSE Emerging Markets ETF		649,773		24,450,958


Total Exchange Traded Funds (Cost $45,384,321)				47,667,802


Total Investments in Securities (Cost $640,553,514)				692,206,249


Short-Term Investments - 11.3%
State Street Institutional U.S. Government Money Market Fund - Class G Shares 0.31% (Cost $85,905,257) (d)(l)(m)		85,905,257		85,905,257


Total Investments (Cost $726,458,771)				778,111,506

Liabilities in Excess of Other Assets, net - (2.7)%				(20,376,410	)


NET ASSETS - 100.0%				757,735,096

Other Information:

Centrally Cleared Credit Default Swaps - Buy Protection


Reference Entity	Counterparty	Notional Amount (000s omitted)		Contract annual Fixed Rate		Termination Date		Market Value			Unamortized Upfront Payments Received			Unrealized Depreciation

Markit CDX North America High Yield Index	CME Group Inc.	$	11,900		5.00%		12/20/20	$	(697,024	)	$	(246,505	)	$	(450,519	)
Markit CDX North America Investment Grade Index	CME Group Inc.	$	6,127		1.00%		06/20/21	$	(88,770	)	$	(74,464	)	$	(14,306	)

														$	(464,825	)

See accompanying notes to financial statements.


Strategic Investment Fund			79

Strategic Investment Fund

Schedule of Investments, continued — September 30, 2016

The Fund had the following long futures contracts open at September 30, 2016:


Description	Expiration date		Number of Contracts		Current Notional Value		Unrealized Appreciation

MSCI EAFE Mini Index Futures		December 2016		27	$	2,304,045	$	37,972
S&P 500 Emini Index Futures		December 2016		38		4,104,760		17,092
S&P Mid 400 Emini Index Futures		December 2016		104		16,115,840		71,017
2 Yr. U.S. Treasury Notes Futures		December 2016		71		15,511,281		3,597
5 Yr. U.S. Treasury Notes Futures		December 2016		17		2,065,766		3,687

							$	133,365

The Fund had the following short futures contracts open at September 30, 2016:


Description	Expiration date		Number of Contracts		Current Notional Value			Unrealized Appreciation (Depreciation)

S&P 500 Emini Index Futures		December 2016		145	$	(15,662,900	)	$	(61,935	)
U.S. Long Bond Futures		December 2016		15		(2,522,344	)		10,753
10 Yr. U.S. Treasury Notes Futures		December 2016		104		(13,637,000	)		10,650

								$	(40,532	)

								$	92,833

The Fund was invested in the following countries/territories at September 30, 2016 (unaudited):


Country/Territory	Percentage (based on Fair Value)

United States		75.75%
Japan		4.88%
United Kingdom		2.88%
France		2.21%
Germany		1.99%
Switzerland		1.66%
Ireland		1.54%
Netherlands		1.39%
Sweden		0.98%
Canada		0.89%

India		0.65%
China		0.58%
South Korea		0.46%
Taiwan		0.43%
Hong Kong		0.41%
South Africa		0.39%
Belgium		0.38%
Mexico		0.37%
Norway		0.31%
Italy		0.26%


Luxembourg		0.26%
Australia		0.25%


Country/Territory	Percentage (based on Fair Value)

Spain		0.25%
Guernsey		0.11%
Brazil		0.09%
Russian Federation		0.07%
Bermuda		0.06%
Supranational		0.06%
Cayman Islands		0.06%
Philippines		0.06%
Turkey		0.04%
Colombia		0.04%

Jersey		0.04%
Indonesia		0.04%
Chile		0.04%
Panama		0.03%
Republic of Korea		0.03%
Peru		0.02%
Malaysia		0.01%
Thailand		0.01%
Hungary		0.01%
Qatar		0.01%

		100.00%

See accompanying notes to financial statements.


80		Strategic Investment Fund

Strategic Investment Fund

Schedule of Investments, continued — September 30, 2016

The Fund’s % share of investment in the various categories, based on Fair Value, is as follows at September 30, 2016 (unaudited):


Industry	Domestic		Foreign		Total

Exchange Traded Funds		6.13%		0.00%		6.13%
Diversified Banks		2.11%		2.04%		4.15%
Pharmaceuticals		2.90%		1.23%		4.13%
Healthcare Equipment		0.82%		1.39%		2.21%
Biotechnology		1.71%		0.43%		2.14%
Integrated Oil & Gas		1.49%		0.60%		2.09%
Cable & Satellite		1.63%		0.37%		2.00%
Internet Software & Services		1.51%		0.37%		1.88%
Technology Hardware, Storage & Peripherals		1.53%		0.29%		1.82%
Semiconductors		0.90%		0.87%		1.77%
Oil & Gas Exploration & Production		0.94%		0.32%		1.26%
Aerospace & Defense		0.80%		0.38%		1.18%
Communications Equipment		0.73%		0.30%		1.03%
Semiconductor Equipment		0.58%		0.41%		0.99%
Packaged Foods & Meats		0.41%		0.58%		0.99%
Movies & Entertainment		0.76%		0.20%		0.96%
Financial Exchanges & Data		0.84%		0.00%		0.84%
Industrial Machinery		0.51%		0.32%		0.83%
Data Processing & Outsourced Services		0.72%		0.01%		0.73%
Wireless Telecommunication Services		0.00%		0.72%		0.72%
Soft Drinks		0.72%		0.00%		0.72%
Systems Software		0.71%		0.00%		0.71%
Electrical Components & Equipment		0.00%		0.71%		0.71%
Internet & Direct Marketing Retail		0.52%		0.16%		0.68%
Electronic Equipment & Instruments		0.00%		0.66%		0.66%
Property & Casualty Insurance		0.00%		0.66%		0.66%
Auto Parts & Equipment		0.00%		0.65%		0.65%
Application Software		0.35%		0.30%		0.65%
Electric Utilities		0.29%		0.35%		0.64%
Specialized REITs		0.62%		0.00%		0.62%
Automobile Manufacturers		0.10%		0.50%		0.60%
Life & Health Insurance		0.00%		0.57%		0.57%
Multi-Line Insurance		0.34%		0.22%		0.56%
Asset Management & Custody Banks		0.46%		0.09%		0.55%
Diversified Real Estate Activities		0.00%		0.54%		0.54%
Multi-Utilities		0.52%		0.00%		0.52%
Consumer Finance		0.52%		0.00%		0.52%
Building Products		0.00%		0.50%		0.50%
Oil & Gas Equipment & Services		0.34%		0.14%		0.48%
Specialty Chemicals		0.05%		0.43%		0.48%
Housewares & Specialties		0.44%		0.00%		0.44%
Home Improvement Retail		0.44%		0.00%		0.44%
Personal Products		0.00%		0.43%		0.43%
Research & Consulting Services		0.40%		0.00%		0.40%
Trading Companies & Distributors		0.39%		0.00%		0.39%
Brewers		0.00%		0.39%		0.39%
Airlines		0.38%		0.00%		0.38%
Investment Banking & Brokerage		0.37%		0.00%		0.37%
Leisure Products		0.00%		0.31%		0.31%
Healthcare Services		0.00%		0.28%		0.28%
Security & Alarm Services		0.00%		0.27%		0.27%
Construction Materials		0.00%		0.26%		0.26%

See accompanying notes to financial statements.


Strategic Investment Fund			81

Strategic Investment Fund

Schedule of Investments, continued — September 30, 2016


Industry	Domestic		Foreign		Total

Apparel, Accessories & Luxury Goods		0.24%		0.01%		0.25%
Construction Machinery & Heavy Trucks		0.00%		0.24%		0.24%
Electronic Components		0.00%		0.23%		0.23%
Advertising		0.00%		0.23%		0.23%
Home Building		0.00%		0.22%		0.22%
Industrial Gases		0.08%		0.13%		0.21%
Healthcare Supplies		0.20%		0.00%		0.20%
Industrial Conglomerates		0.18%		0.00%		0.18%
Household Products		0.06%		0.12%		0.18%
Hypermarkets & Super Centers		0.17%		0.01%		0.18%
General Merchandise Stores		0.16%		0.00%		0.16%
Gold		0.14%		0.01%		0.15%
Automotive Retail		0.14%		0.00%		0.14%
Diversified Metals & Mining		0.00%		0.13%		0.13%
Railroads		0.00%		0.13%		0.13%
Independent Power Producers & Energy Traders		0.13%		0.00%		0.13%
Air Freight & Logistics		0.12%		0.00%		0.12%
Hotels, Resorts & Cruise Lines		0.12%		0.00%		0.12%
Agricultural Products		0.11%		0.00%		0.11%
Human Resource & Employment Services		0.00%		0.10%		0.10%
Diversified Support Services		0.00%		0.06%		0.06%
Paper Packaging		0.06%		0.00%		0.06%
Drug Retail		0.05%		0.00%		0.05%
Thrifts & Mortgage Finance		0.00%		0.05%		0.05%
Department Stores		0.00%		0.03%		0.03%
IT Consulting & Other Services		0.00%		0.03%		0.03%
Food Retail		0.00%		0.02%		0.02%
Other Diversified Financial Services		0.00%		0.02%		0.02%
Highways & Railtracks		0.00%		0.01%		0.01%
Diversified REITs		0.00%		0.01%		0.01%
Construction & Engineering		0.00%		0.01%		0.01%
Household Appliances		0.00%		0.01%		0.01%
Real Estate Development		0.00%		0.01%		0.01%
Footwear		0.00%		0.01%		0.01%
Broadcasting		0.00%		0.00%		0.00%
Residential REITs		0.00%		0.00%		0.00%
Steel		0.00%		0.00%		0.00%

						58.02%


Sector	Percentage (based on Fair Value)
Corporate Notes		13.38%
U.S. Treasuries		7.85%
Agency Mortgage Backed		6.95%
Non-Agency Collateralized Mortgage Obligations		1.89%
Agency Collateralized Mortgage Obligations		0.40%
Sovereign Bonds		0.30%
Municipal Bonds and Notes		0.17%
FNMA (TBA)		0.00%

		30.94%


Sector, continued	Percentage (based on Fair Value)
Short-Term Investments
Short-Term Investments		11.04%

		11.04%

		100.00%

See accompanying notes to financial statements.


82		Strategic Investment Fund

Strategic Investment Fund

Schedule of Investments, continued — September 30, 2016

Affiliate Table


	Number of Shares Held at 9/30/15		Value At 9/30/15		Shares Purchased		Shares Sold		Number of Shares Held at 9/30/16		Value at 9/30/16		Dividend/ Interest Income		Realized Gain (Loss)
Financial Select Sector SPDR Fund		28,982	$	656,732		3,846		32,828		—	$	—	$	8,380	$	190,504
Industrial Select Sector SPDR Fund		52,114		2,599,967		20,040		72,154		—		—		53,600		955,895
SPDR Barclays High Yield Bond ETF		—		—		632,267		—		632,267		23,216,844		395,283		—
State Street Institutional U.S. Government Money Market Fund - Class G Shares		102,285,749		102,285,749		242,863,794		259,244,286		85,905,257		85,905,257		179,709		—

											$	109,122,101	$	636,972	$	1,146,399

See accompanying notes to financial statements.


Strategic Investment Fund			83

Income Fund

Portfolio Management Discussion and Analysis — September 30, 2016 (Unaudited)

Q.	How did the GE Institutional Income Fund perform compared to its benchmark and Morningstar peer group for the twelve-month period ended September 30, 2016?

For the twelve-month period ended September 30, 2016, the GE Institutional Income Fund returned 6.18% for the Investment Class shares and 5.95% for the Service Class shares. The Fund’s benchmark, the Barclays Capital U.S. Aggregate Bond Index returned 5.19% and the Fund’s Morningstar peer group of 1,101 U.S. Intermediate-Term Bond funds returned an average of 5.29% over the same period.

Q.	What market conditions impacted the Fund’s performance?

After 7 years of steady rate policy, the Federal Reserve raised its Fed Funds target 25 basis points (bps) to a lower bound of 0.25% and upper bound of 0.5% in December, 2015. Expectations for more hikes in 2016 waned as the Federal Open Market Committee sounded a more dovish tone due to slow global growth and moderate inflation. Real GDP in the US remained below 2% for the period. Globally, central banks remained accommodative with the European Central Bank and Bank of Japan upping their quantitative easing measures. In late June, the British electorate voted to leave the European Union, which increased financial market volatility in the short term. The U.S. treasury yield curve flattened over the 12 month period as the 2-year note yield rose 13 bps to 0.76% and 10 and 30-year yields falling -44 bps and -54 bps respectively. Global central bank policy, low global rates and demand for yield drove credit spreads tighter over the period. The option adjusted spread for the Barclays US Credit Index began the period at +160 bps, spiked early in 2016 to +200 bps after disappointing economic news from China and tensions in the Middle East, then steadily declined to +130 bps at September 30, 2016. High yield spreads followed the same path but over a wider range. Starting at +635 bps, the option-adjusted spreads (“OAS”) of the Barclays US High Yield Index peaked at +840 bps in early February then fell to +480 bps at the end of third quarter of 2016.

Q.	What were the drivers behind Fund performance?

In beating its benchmark, the Fund benefited from duration positioning, sector allocation and security selection. The Fund’s long relative duration in the second quarter, mainly through the use of treasury futures, positively impacted return as interest rates fell. The overweight in investment grade credit, which outperformed the Barclays Aggregate Index by roughly 3%, and the exposure to BB and B-rated high yield securities (non-index), which gained almost 12% versus being underweight treasury securities, were the main driver of performance from sector allocation. A short position in a high yield credit default swap did offset some of the benefit from the position in cash securities. Positive security selection came mainly in investment grade credit due to an overweight in BBB-rated and financial securities. Holdings in commercial mortgage-backed securities (“MBS”) rated below AAA were a moderate drag on performance as the tightening in spreads lagged that in corporate bonds.

Q.	Were there any significant changes in the Fund during the period?

The Fund’s duration positioning was tactically traded between -0.25 years to +0.75 years long relative to the benchmark during the period. The Fund’s duration was extended in March as our view for further rate hikes was below that of consensus. The sector overweights in investment grade credit, commercial MBS and non-index exposure to high yield were all reduced in 2016 as credit spreads tightened. No significant changes were made within the corporate bond or commercial MBS sectors, but the position in specified (small loan size) pools in the agency MBS space was replaced with interest only securities which provide higher carry should rates move higher.


84		Income Fund

Income Fund

Performance Summary — September 30, 2016 (Unaudited)

Investment Profile

A mutual fund designed for investors who seek maximum income consistent with prudent investment management and the preservation of capital. The Fund seeks to achieve its investment objective by investing at least 80% of its net assets under normal circumstances in debt securities and investing primarily in a variety of investment-grade debt securities, such as mortgage-backed securities, corporate bonds, U.S. Government securities and money market instruments.

Morningstar Performance Comparison

Based on average annual returns for periods ended September 30, 2016


	One Year			Five Year			Ten Year
Number of funds in peer group		1,101			1,010			876
Peer group average annual total return		5.29	%		3.47	%		4.29	%
Morningstar Category in peer group: Intermediate-Term Bond

Quality Ratings

as of September 30, 2016 as a % of Fair Value ^(a)(b)


Moody’s / S&P /Rating*	Percentage of Fair Value
Aaa / AAA		11.34	%
Aa / AA		46.94	%
A / A		10.10	%
Baa / BBB		19.61	%
Ba / BB and lower		8.21	%
NR / Other		3.80	%

Sector Allocation

Portfolio composition as a % of Fair Value of $323,523 (in thousands) as of September 30, 2016 ^(a)(b)

LOGO

Average Annual Total Return for the periods ended September 30, 2016

Investment Class Shares (Inception date: 11/21/97)


	One Year			Five Year			Ten Year			Ending Value of a $10,000 Investment
Income Fund		6.18	%		3.76	%		4.55	%	$	15,598
Barclays U.S. Aggregate Bond Index		5.19	%		3.08	%		4.79	%	$	15,965

Service Class Shares (Inception date: 9/30/05)


	One Year			Five Year			Ten Year			Ending Value of a $10,000 Investment
Income Fund		5.95	%		3.49	%		4.50	%	$	15,532
Barclays U.S. Aggregate Bond Index		5.19	%		3.08	%		4.79	%	$	15,965


Income Fund			85

Income Fund

Performance Summary, continued — September 30, 2016 (Unaudited)

LOGO

(a)	Fair Value basis is inclusive of short-term investment in State Street Institutional U.S. Government Money Market Fund Class G Shares.

(b)

Moody’s Investors Services, Inc. (“Moody’s”) and S&P Global Ratings (“S&P”) are nationally recognized statistical rating organizations. The quality ratings represent the lower of Moody’s or S&P credit ratings. When a rating from only one of the rating agencies is available, that rating is used. Securities not rated by Moody’s or S&P are categorized as not rated. Credit quality measures a bond issuer’s ability to repay interest and principal in a timely manner. Credit quality ratings assigned by a rating agency are subject to change periodically and are not absolute standards of quality. In formulating investment decisions for the Fund, SSGA FM develops its own analysis of the credit quality and risks associated with individual debt instruments, rather than relying exclusively on rating agency ratings.

See Notes to Performance beginning on page 1 for further information, including an explanation of Morningstar peer categories.


86		Income Fund

Income Fund

Understanding Your Fund’s Expenses — September 30, 2016 (Unaudited)

Actual Expenses

Hypothetical Example for Comparison Purposes


Investment Class	Actual Fund Return		Hypothetical 5% Return (2.5% for the period)
Actual Fund Return
Beginning Account Value April 1, 2016	$	1,000.00	$	1,000.00
Ending Account Value September 30, 2016	$	1,035.40	$	1,023.80
Expenses Paid During Period*	$	1.22	$	1.21

Service Class
Actual Fund Return
Beginning Account Value April 1, 2016	$	1,000.00	$	1,000.00
Ending Account Value September 30, 2016	$	1,034.70	$	1,022.55
Expenses Paid During Period*	$	2.49	$	2.48

*	Expenses are equal to the Fund’s annualized expense ratio of 0.24% for Investment Class shares and 0.49% for Service Class shares (for the period April 1, 2016-September 30, 2016, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).


Income Fund			87

Income Fund

Schedule of Investments — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

Bonds and Notes - 98.2%†
U.S. Treasuries - 24.3%
U.S. Treasury Bonds
1.50%, 08/15/26 (l)		7,271,000		7,205,394
2.25%, 08/15/46		2,788,700		2,746,978
U.S. Treasury Notes
0.63%, 06/30/18 (l)		1,223,400		1,220,675
0.75%, 04/30/18 - 08/15/19 (l)		12,340,300		12,303,656
0.88%, 10/15/18 - 06/15/19 (l)		15,790,600		15,801,716
1.13%, 07/31/21 (l)		15,898,000		15,876,267
1.25%, 07/31/23 (l)		17,125,000		16,949,743
1.38%, 06/30/23 (l)		607,000		606,076

				72,710,505


Agency Mortgage Backed - 22.5%
Federal Home Loan Mortgage Corp.
4.50%, 06/01/33 - 02/01/35		11,409		12,535
5.00%, 07/01/35 - 06/01/41		1,137,719		1,285,964
5.50%, 05/01/20 - 04/01/39		340,025		391,481
6.00%, 04/01/17 - 11/01/37		555,218		645,261
6.50%, 07/01/29 - 10/01/33		2,355		2,699
7.00%, 06/01/29 - 08/01/36		71,996		81,505
7.50%, 01/01/30 - 09/01/33		2,025		2,133
8.00%, 11/01/30		13,752		15,721
8.50%, 04/01/30		19,610		24,129
9.00%, 12/01/16		22		22
9.50%, 04/01/21		25		26
Federal National Mortgage Assoc.
3.00%, TBA (c)		2,405,725		2,522,299
3.00%, 02/01/43 - 06/01/43 (n)		9,737,154		10,178,151
3.50%, 11/01/42 - 08/01/45 (n)		3,018,377		3,196,588
3.50%, TBA (c)		5,414,302		5,713,781
4.00%, 05/01/19 - 06/01/19		27,337		28,213
4.00%, 01/01/41 - 03/01/44 (n)		6,802,856		7,366,946
4.00%, TBA (c)		5,000,000		5,370,117
4.50%, 05/01/18 - 08/01/20		66,687		68,588
4.50%, 07/01/33 - 01/01/41 (n)		5,173,443		5,675,572
5.00%, 07/01/20		18,134		18,901
5.00%, 03/01/34 - 06/01/41 (n)		1,853,466		2,097,823
5.50%, 06/01/20 - 11/01/35		235,521		256,815
5.50%, 12/01/32 - 04/01/38 (n)		1,358,233		1,543,157
6.00%, 05/01/19 - 09/01/21		25,420		26,632
6.00%, 01/01/29 - 08/01/35 (n)		1,056,864		1,231,072
6.50%, 07/01/17 - 05/01/21		10,900		11,330
6.50%, 10/01/28 - 08/01/36 (n)		91,029		105,192
7.00%, 04/01/17 - 08/01/17		1,916		1,940
7.00%, 10/01/32 - 02/01/34 (n)		10,638		11,515
7.50%, 12/01/23 - 12/01/33 (n)		58,757		65,955
8.00%, 07/01/25 - 01/01/33 (n)		13,931		15,502
9.00%, 12/01/17 - 12/01/22 (n)		1,888		2,051


	Principal Amount ($) or Shares		Fair Value $
Federal National Mortgage Assoc. 12 month USD LIBOR + 1.60% 2.72%, 04/01/37 (h)		2,494		2,549
Federal National Mortgage Assoc.
2.50%, TBA (c)		3,207,633		3,322,531
3.00%, TBA (c)		175,000		181,945
Federal National Mortgage Assoc. USD COF11 + 1.25% 5.50%, 10/01/24 (h)		6,835		6,900
Government National Mortgage Assoc.
3.50%, 05/20/43		2,810,419		2,996,207
4.00%, 01/20/41 - 04/20/43		3,004,678		3,240,246
4.50%, 08/15/33 - 05/20/40		580,016		637,239
5.00%, 08/15/33		41,691		46,936
5.50%, TBA (c)		255,000		287,928
6.00%, 04/15/27 - 09/15/36		250,133		293,460
6.50%, 04/15/19 - 09/15/36		96,726		111,476
7.00%, 10/15/27 - 10/15/36		53,713		60,731
7.50%, 01/15/23 - 11/15/31		9,476		9,875
8.00%, 05/15/30 - 09/15/30		437		485
8.50%, 10/15/17		222		224
9.00%, 11/15/16 - 12/15/21		869		951
3.00%, TBA (c)		4,021,206		4,213,156
3.50%, TBA (c)		3,030,230		3,218,672
4.00%, TBA (c)		500,000		535,879

				67,137,006


Agency Collateralized Mortgage Obligations - 1.3%
Collateralized Mortgage Obligation Trust 0.01%, 11/01/18 (d)(f)		35		35
Federal Home Loan Mortgage Corp. 0.08%, 09/25/43 (g)(h)		924,474		2,626
Federal Home Loan Mortgage Corp. REMIC
3.50%, 11/15/24 - 11/15/30 (g)		853,740		46,340
5.00%, 02/15/38 (g)		2,236		6
5.50%, 06/15/33 (g)		42,854		8,505
7.50%, 07/15/27 (g)		4,390		557
8.00%, 04/15/20		14		14
Federal Home Loan Mortgage Corp. REMIC 6.00% - 1 month USD LIBOR 5.48%, 08/15/43 (g)(h)		1,585,569		313,301
Federal Home Loan Mortgage Corp. REMIC 6.10% - 1 month USD LIBOR 5.58%, 06/15/41 - 05/15/46 (g)(h)		5,132,385		871,878

See accompanying notes to financial statements.


88		Income Fund

Income Fund

Schedule of Investments, continued — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

Federal Home Loan Mortgage Corp. REMIC 6.20% - 1 month USD LIBOR 5.68%, 10/15/42 (g)(h)		1,166,854		243,615
Federal Home Loan Mortgage Corp. REMIC 6.60% - 1 month USD LIBOR 6.08%, 08/15/25 (g)(h)		317,032		30,605
Federal Home Loan Mortgage Corp. STRIPS
1.47%, 08/01/27 (d)(f)		1,004		826
8.00%, 02/01/23 - 07/01/24 (g)		3,613		661
Federal Home Loan Mortgage Corp. STRIPS 5.95% - 1 month USD LIBOR 5.43%, 08/15/43 - 03/15/44 (g)(h)		2,801,931		598,286
Federal National Mortgage Assoc. REMIC
0.51%, 12/25/22 (d)(f)		193		188
1.22%, 12/25/42 (g)(h)		176,129		8,733
5.00%, 02/25/40 - 09/25/40 (g)		364,999		40,076
8.00%, 05/25/22 (g)		5		72
Federal National Mortgage Assoc. REMIC 6.00% - 1 month USD LIBOR 5.47%, 07/25/38 - 08/25/42 (g)(h)		4,660,811		989,024
Federal National Mortgage Assoc. REMIC 6.60% - 1 month USD LIBOR 6.07%, 10/25/43 (g)(h)		1,080,425		267,127
Federal National Mortgage Assoc. REMIC 7.50% - 1 month USD LIBOR 6.97%, 05/25/18 (g)(h)		19,025		709
Federal National Mortgage Assoc. STRIPS
1.87%, 12/25/34 (d)(f)		20,278		18,292
4.50%, 08/25/35 - 01/25/36 (g)		145,971		22,650
5.00%, 03/25/38 - 05/25/38 (g)		79,188		11,423
5.50%, 12/25/33 (g)		19,377		3,643
6.00%, 01/25/35 (g)		80,253		16,252
7.50%, 11/25/23 (g)		18,002		3,162
8.00%, 08/25/23 - 07/25/24 (g)		7,243		1,483
8.50%, 03/25/17 - 07/25/22 **(g)		52		—
8.50%, 07/25/22 (g)		156		27
9.00%, 05/25/22 (g)		148		24
Government National Mortgage Assoc.
4.50%, 10/20/37 - 08/16/39 (g)		561,896		23,635
5.00%, 10/20/37 - 09/20/38 (g)		269,033		10,151


	Principal Amount ($) or Shares		Fair Value $
Government National Mortgage Assoc. 6.25% - 1 month USD LIBOR 5.72%, 02/20/40 (g)(h)		1,316,054		224,430
Government National Mortgage Assoc. 6.80% - 1 month USD LIBOR 6.27%, 01/16/40 (g)(h)		429,327		72,724

				3,831,080


Asset Backed - 0.1%
Chase Funding Trust 2004-1 3.99%, 11/25/33 (i)		243,165		249,757


Corporate Notes - 42.0%
21st Century Fox America Inc.
3.70%, 10/15/25		107,000		115,960
4.95%, 10/15/45		43,000		48,867
6.65%, 11/15/37		213,000		281,370
ABB Finance USA Inc. 1.63%, 05/08/17		158,000		158,336
AbbVie Inc.
1.75%, 11/06/17		370,000		371,057
2.00%, 11/06/18		304,000		307,101
2.85%, 05/14/23		200,000		203,104
3.20%, 05/14/26		254,000		257,299
3.60%, 05/14/25		170,000		177,794
4.45%, 05/14/46		117,000		122,505
4.70%, 05/14/45		85,000		91,752
ACCO Brands Corp. 6.75%, 04/30/20		400,000		422,000
Actavis Funding SCS
1.30%, 06/15/17		400,000		399,664
3.00%, 03/12/20		214,000		220,612
3.45%, 03/15/22		299,000		313,926
3.80%, 03/15/25		426,000		451,106
Aetna Inc.
2.40%, 06/15/21		255,000		258,162
3.20%, 06/15/26		255,000		259,161
3.50%, 11/15/24		266,000		281,211
Aflac Inc. 4.00%, 10/15/46		167,000		169,109
Agrium Inc. 4.90%, 06/01/43		187,000		197,822
Air Liquide Finance S.A.
2.50%, 09/27/26 (b)		322,000		323,730
3.50%, 09/27/46 (b)		200,000		202,368
Alibaba Group Holding Ltd. 4.50%, 11/28/34		205,000		225,273
Alphabet Inc. 2.00%, 08/15/26		440,000		434,741
Altria Group Inc.
2.63%, 09/16/26		245,000		247,854

See accompanying notes to financial statements.


Income Fund			89

Income Fund

Schedule of Investments, continued — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

2.95%, 05/02/23		209,000		218,985
3.88%, 09/16/46		150,000		156,144
4.50%, 05/02/43		209,000		234,981
America Movil SAB de C.V. 3.13%, 07/16/22		211,000		216,050
American Axle & Manufacturing Inc.
6.25%, 03/15/21		283,000		295,028
6.63%, 10/15/22		56,000		59,150
American Campus Communities Operating Partnership LP
3.35%, 10/01/20		172,000		179,073
4.13%, 07/01/24		127,000		135,559
American Electric Power Company Inc. 2.95%, 12/15/22		341,000		356,246
American Express Co. 3.63%, 12/05/24		242,000		252,205
American Express Credit Corp. 2.60%, 09/14/20		428,000		440,476
American International Group Inc.
3.75%, 07/10/25		250,000		262,360
4.13%, 02/15/24		129,000		139,069
4.50%, 07/16/44		85,000		86,795
4.80%, 07/10/45		214,000		227,032
American Tower Corp. (REIT)
3.38%, 10/15/26		250,000		253,554
3.40%, 02/15/19		550,000		571,438
AmeriGas Partners LP/AmeriGas Finance Corp.
5.63%, 05/20/24		128,000		135,680
5.88%, 08/20/26		192,000		203,520
Amgen Inc.
2.20%, 05/22/19		274,000		279,072
4.56%, 06/15/48 (b)		175,000		185,960
Amkor Technology Inc. 6.63%, 06/01/21		438,000		451,140
Anadarko Petroleum Corp.
4.85%, 03/15/21		27,000		29,087
6.60%, 03/15/46		27,000		32,925
Anheuser-Busch InBev Finance Inc.
2.65%, 02/01/21		220,000		227,032
3.65%, 02/01/26		521,000		557,930
4.90%, 02/01/46		190,000		227,876
Anheuser-Busch InBev Worldwide Inc. 2.50%, 07/15/22		395,000		402,837
Anthem Inc. 3.30%, 01/15/23		218,000		228,534
Apache Corp. 5.10%, 09/01/40		128,000		133,046


	Principal Amount ($) or Shares		Fair Value $
Apple Inc.
3.25%, 02/23/26		236,000		251,001
3.45%, 02/09/45		215,000		205,988
3.85%, 08/04/46		200,000		203,685
4.65%, 02/23/46		24,000		27,766
Aramark Services Inc. 5.13%, 01/15/24 (b)		322,000		334,880
Archer-Daniels-Midland Co. 2.50%, 08/11/26		400,000		398,978
Ascension Health 4.85%, 11/15/53		327,000		405,151
AstraZeneca PLC
2.38%, 11/16/20		135,000		138,843
3.38%, 11/16/25		214,000		228,979
4.38%, 11/16/45		94,000		104,384
AT&T Inc.
2.45%, 06/30/20		406,000		413,809
2.80%, 02/17/21		234,000		240,789
3.40%, 05/15/25		73,000		75,043
4.45%, 04/01/24		328,000		360,696
4.50%, 05/15/35		213,000		224,227
4.75%, 05/15/46		50,000		52,597
4.80%, 06/15/44		167,000		175,720
AutoZone Inc. 3.25%, 04/15/25		175,000		181,349
Bank of America Corp.
1.70%, 08/25/17		1,075,000		1,076,582
2.60%, 01/15/19		17,000		17,344
2.63%, 04/19/21		757,000		769,098
3.50%, 04/19/26		118,000		122,705
3.95%, 04/21/25		257,000		266,196
4.00%, 01/22/25		192,000		199,095
4.10%, 07/24/23		190,000		205,778
4.25%, 10/22/26		385,000		407,428
Barclays Bank PLC 2.25%, 05/10/17 (b)		1,281,000		1,289,118
Barrick Gold Corp. 4.10%, 05/01/23		68,000		73,559
Barrick North America Finance LLC 5.70%, 05/30/41		50,000		57,420
Baxalta Inc. 2.88%, 06/23/20		209,000		214,112
Berkshire Hathaway Energy Co. 6.13%, 04/01/36		266,000		353,994
Berkshire Hathaway Finance Corp. 3.00%, 05/15/22		134,000		142,376
Berkshire Hathaway Inc. 3.13%, 03/15/26		354,000		372,636
Berry Plastics Corp. 5.13%, 07/15/23		260,000		264,388

See accompanying notes to financial statements.


90		Income Fund

Income Fund

Schedule of Investments, continued — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

Biogen Inc.
2.90%, 09/15/20		72,000		74,780
5.20%, 09/15/45		10,000		11,791
BMW US Capital LLC
2.00%, 04/11/21 (b)		354,000		357,983
2.80%, 04/11/26 (b)		253,000		258,597
BNP Paribas S.A. 4.38%, 05/12/26 (b)		510,000		527,167
Boston Scientific Corp. 3.85%, 05/15/25		215,000		228,908
BP Capital Markets PLC
1.38%, 05/10/18		210,000		209,955
3.12%, 05/04/26		253,000		259,854
Brixmor Operating Partnership LP 4.13%, 06/15/26		150,000		155,549
Buckeye Partners LP 5.60%, 10/15/44		71,000		73,690
CalAtlantic Group Inc. 5.25%, 06/01/26		386,000		386,231
Calpine Corp.
5.75%, 01/15/25		255,000		251,494
5.88%, 01/15/24 (b)		262,000		276,738
Calumet Specialty Products Partners LP/Calumet Finance Corp. 6.50%, 04/15/21		186,000		152,055
Canadian Pacific Railway Co. 2.90%, 02/01/25		126,000		129,021
Capital One Financial Corp. 4.20%, 10/29/25		427,000		445,744
Caterpillar Inc. 4.30%, 05/15/44		129,000		144,789
Catholic Health Initiatives
2.60%, 08/01/18		130,000		132,486
4.35%, 11/01/42		129,000		128,205
CBS Corp. 2.90%, 01/15/27		250,000		243,914
CCO Holdings LLC/CCO Holdings Capital Corp. 5.88%, 04/01/24 (b)		399,000		425,693
Celgene Corp.
3.88%, 08/15/25		208,000		222,740
5.00%, 08/15/45		214,000		241,536
CenturyLink Inc. 5.80%, 03/15/22		176,000		180,400
Cequel Communications Holdings I LLC/Cequel Capital Corp. 5.13%, 12/15/21 (b)		485,000		485,000


	Principal Amount ($) or Shares		Fair Value $
Charter Communications Operating LLC/Charter Communications Operating Capital
3.58%, 07/23/20 (b)		321,000		335,528
4.91%, 07/23/25 (b)		320,000		353,274
6.38%, 10/23/35 (b)		43,000		50,734
6.48%, 10/23/45 (b)		86,000		104,231
Chevron Corp. 3.19%, 06/24/23		234,000		249,324
Chubb INA Holdings Inc.
2.30%, 11/03/20		426,000		437,104
3.35%, 05/03/26		298,000		319,285
4.35%, 11/03/45		90,000		104,305
Cigna Corp. 3.25%, 04/15/25		427,000		440,505
Cinemark USA Inc. 4.88%, 06/01/23		59,000		59,295
Cisco Systems Inc. 2.50%, 09/20/26		250,000		252,888
Citigroup Inc.
1.55%, 08/14/17		388,000		388,459
1.75%, 05/01/18		419,000		419,592
1.85%, 11/24/17		205,000		205,657
2.05%, 12/07/18		427,000		430,214
2.70%, 03/30/21		507,000		518,323
4.40%, 06/10/25		215,000		227,768
4.45%, 09/29/27		250,000		261,795
4.65%, 07/30/45		29,000		32,713
4.75%, 05/18/46		250,000		263,433
CMS Energy Corp. 4.88%, 03/01/44		215,000		252,913
CNA Financial Corp. 5.88%, 08/15/20		366,000		415,690
CNH Industrial N.V. 4.50%, 08/15/23		380,000		383,800
CNOOC Nexen Finance 2014 ULC 4.25%, 04/30/24		433,000		468,211
Columbia Pipeline Group Inc. 3.30%, 06/01/20		120,000		124,380
Comcast Corp.
3.38%, 08/15/25		65,000		69,892
4.20%, 08/15/34		210,000		232,649
4.60%, 08/15/45		215,000		248,955
ConocoPhillips Co.
3.35%, 11/15/24		147,000		150,581
5.95%, 03/15/46		51,000		64,647
Corp Andina de Fomento 4.38%, 06/15/22		646,000		716,575
Credit Suisse AG 1.70%, 04/27/18		421,000		421,308

See accompanying notes to financial statements.


Income Fund			91

Income Fund

Schedule of Investments, continued — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

Credit Suisse Group Funding Guernsey Ltd.
3.75%, 03/26/25		502,000		499,037
3.80%, 06/09/23 (b)		525,000		532,139
CSX Corp. 4.50%, 08/01/54		125,000		135,584
CVS Health Corp.
3.88%, 07/20/25		184,000		200,420
5.13%, 07/20/45		323,000		393,810
Daimler Finance North America LLC 2.38%, 08/01/18 (b)		633,000		642,497
Dana Financing Luxembourg Sarl 6.50%, 06/01/26 (b)		386,000		404,528
Danaher Corp. 4.38%, 09/15/45		106,000		125,585
Delphi Automotive PLC 4.40%, 10/01/46		125,000		127,412
Deutsche Bank AG 2.85%, 05/10/19		255,000		248,696
Deutsche Telekom International Finance BV
1.95%, 09/19/21 (b)		503,000		502,617
2.49%, 09/19/23 (b)		503,000		504,013
Devon Energy Corp. 5.85%, 12/15/25		193,000		218,671
Dexia Credit Local S.A. 2.25%, 01/30/19 (b)		869,000		881,864
Diageo Investment Corp. 2.88%, 05/11/22		198,000		207,784
Diamond 1 Finance Corp./Diamond 2 Finance Corp.
3.48%, 06/01/19 (b)		505,000		519,307
4.42%, 06/15/21 (b)		253,000		264,433
6.02%, 06/15/26 (b)		124,000		136,018
8.35%, 07/15/46 (b)		100,000		119,790
DigitalGlobe Inc. 5.25%, 02/01/21 (b)		438,000		434,715
Discover Bank 3.10%, 06/04/20		298,000		306,582
Dollar General Corp.
1.88%, 04/15/18		425,000		427,473
3.25%, 04/15/23		200,000		206,546
4.15%, 11/01/25		113,000		123,051
Dominion Resources Inc. 3.63%, 12/01/24		224,000		236,681
Duke Energy Corp. 3.75%, 09/01/46		150,000		145,863
Duke Energy Progress LLC 4.15%, 12/01/44		130,000		142,646
Eastman Chemical Co. 3.60%, 08/15/22		176,000		186,766


	Principal Amount ($) or Shares		Fair Value $
Ecopetrol S.A. 5.88%, 05/28/45		106,000		97,520
Electricite de France S.A. 2.15%, 01/22/19 (b)		392,000		397,546
Eli Lilly & Co. 3.70%, 03/01/45		42,000		45,279
EMD Finance LLC 3.25%, 03/19/25 (b)		214,000		220,927
Emera US Finance LP
2.70%, 06/15/21 (b)		175,000		179,100
3.55%, 06/15/26 (b)		178,000		184,594
4.75%, 06/15/46 (b)		50,000		53,735
Enbridge Energy Partners LP 4.20%, 09/15/21		196,000		208,073
Energy Transfer Equity LP 5.88%, 01/15/24		610,000		632,875
Energy Transfer Partners LP
4.05%, 03/15/25		85,000		84,352
6.50%, 02/01/42		233,000		243,506
Entergy Louisiana LLC 3.05%, 06/01/31		151,000		155,176
Enterprise Products Operating LLC
3.70%, 02/15/26		205,000		211,156
3.95%, 02/15/27		254,000		265,886
EOG Resources Inc. 4.15%, 01/15/26		425,000		464,464
ERP Operating LP 4.50%, 07/01/44		85,000		93,256
Express Scripts Holding Co.
3.40%, 03/01/27		250,000		251,587
4.80%, 07/15/46		150,000		156,275
Exxon Mobil Corp.
2.22%, 03/01/21		510,000		521,168
3.04%, 03/01/26		240,000		251,280
4.11%, 03/01/46		155,000		172,543
FedEx Corp. 4.10%, 02/01/45		2,000		2,072
Fiat Chrysler Automobiles N.V. 5.25%, 04/15/23		200,000		205,750
Five Corners Funding Trust 4.42%, 11/15/23 (b)		465,000		502,385
Florida Power & Light Co. 4.13%, 02/01/42		234,000		263,244
Ford Motor Credit Company LLC
3.22%, 01/09/22		455,000		466,922
5.88%, 08/02/21		329,000		375,172
Frontier Communications Corp.
7.13%, 03/15/19		407,000		436,507
11.00%, 09/15/25		265,000		276,263
General Dynamics Corp. 2.13%, 08/15/26		500,000		492,309

See accompanying notes to financial statements.


92		Income Fund

Income Fund

Schedule of Investments, continued — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

General Motors Co. 5.20%, 04/01/45		43,000		44,832
General Motors Financial Company Inc.
3.15%, 01/15/20		300,000		305,704
3.20%, 07/13/20		855,000		875,526
5.25%, 03/01/26		255,000		279,255
Georgia-Pacific LLC 3.60%, 03/01/25 (b)		210,000		223,816
Gilead Sciences Inc.
1.95%, 03/01/22		150,000		150,340
2.50%, 09/01/23		250,000		252,007
3.65%, 03/01/26		240,000		258,474
4.15%, 03/01/47		120,000		123,331
4.80%, 04/01/44		147,000		164,452
Grupo Televisa SAB 5.00%, 05/13/45		209,000		199,791
Halliburton Co.
3.80%, 11/15/25		193,000		199,652
5.00%, 11/15/45		128,000		140,052
HCA Inc. 6.50%, 02/15/20		5,000		5,538
Hess Corp.
4.30%, 04/01/27		350,000		352,888
5.60%, 02/15/41		102,000		101,612
5.80%, 04/01/47		105,000		107,464
HSBC Holdings PLC
2.65%, 01/05/22 (c)		200,000		199,335
2.95%, 05/25/21		495,000		502,096
3.60%, 05/25/23		238,000		245,883
HSBC USA Inc. 2.35%, 03/05/20		501,000		505,378
Huntington Bancshares Inc. 2.30%, 01/14/22		200,000		199,278
Hyundai Capital America 2.13%, 10/02/17 (b)		207,000		208,019
Illinois Tool Works Inc. 3.50%, 03/01/24		204,000		223,024
Ingersoll-Rand Luxembourg Finance S.A. 3.55%, 11/01/24		299,000		317,112
Ingles Markets Inc. 5.75%, 06/15/23		554,000		574,775
Intel Corp. 2.60%, 05/19/26		176,000		179,415
International Business Machines Corp. 3.63%, 02/12/24		185,000		201,538
International Paper Co. 4.40%, 08/15/47		315,000		315,204
Interstate Power & Light Co. 3.40%, 08/15/25		100,000		106,941


	Principal Amount ($) or Shares		Fair Value $
JB Poindexter & Company Inc. 9.00%, 04/01/22 (b)		120,000		127,050
JBS USA LUX S.A./JBS USA Finance Inc. 5.75%, 06/15/25 (b)		224,000		220,080
Jefferies Group LLC
5.13%, 01/20/23		131,000		139,607
6.50%, 01/20/43		142,000		148,498
Johnson & Johnson
1.65%, 03/01/21		150,000		152,213
2.45%, 03/01/26		150,000		154,252
JPMorgan Chase & Co.
2.30%, 08/15/21		500,000		501,118
2.55%, 10/29/20		190,000		193,740
3.30%, 04/01/26		252,000		260,274
4.25%, 10/01/27		272,000		292,800
JPMorgan Chase & Co. 3 month USD LIBOR + 3.33% 6.10%, 10/29/49 (h)		510,000		538,687
KB Home 7.00%, 12/15/21		389,000		418,175
Kellogg Co. 4.50%, 04/01/46		100,000		108,443
KFW 4.50%, 07/16/18		169,000		179,516
Kinder Morgan Energy Partners LP
3.50%, 09/01/23		139,000		139,260
4.30%, 05/01/24		119,000		123,125
Kinder Morgan Inc.
3.05%, 12/01/19		94,000		96,047
5.55%, 06/01/45		128,000		131,605
Kraft Heinz Foods Co.
2.80%, 07/02/20		208,000		215,568
3.00%, 06/01/26		204,000		205,758
4.38%, 06/01/46		92,000		97,590
L Brands Inc. 5.63%, 02/15/22		175,000		195,563
L-3 Communications Corp. 1.50%, 05/28/17		167,000		167,159
Lee Enterprises Inc. 9.50%, 03/15/22 (b)		353,000		364,472
Lennar Corp.
4.50%, 11/15/19		268,000		282,405
4.75%, 05/30/25		176,000		179,520
Levi Strauss & Co. 5.00%, 05/01/25		262,000		273,135
Lockheed Martin Corp.
2.50%, 11/23/20		299,000		308,672
3.55%, 01/15/26		207,000		223,817
3.80%, 03/01/45		88,000		89,934
4.70%, 05/15/46		96,000		114,358

See accompanying notes to financial statements.


Income Fund			93

Income Fund

Schedule of Investments, continued — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

Lowe’s Companies Inc. 3.70%, 04/15/46		353,000		363,098
LYB International Finance BV 4.88%, 03/15/44		76,000		82,412
Marathon Oil Corp.
3.85%, 06/01/25		126,000		119,722
5.90%, 03/15/18		126,000		131,686
6.00%, 10/01/17		514,000		531,486
Marathon Petroleum Corp. 3.63%, 09/15/24		175,000		176,402
Marsh & McLennan Companies Inc. 3.50%, 03/10/25		206,000		217,712
McDonald’s Corp.
3.70%, 01/30/26		299,000		321,872
4.88%, 12/09/45		98,000		114,023
Medtronic Inc.
2.50%, 03/15/20		128,000		132,378
3.50%, 03/15/25		462,000		497,796
4.63%, 03/15/45		131,000		154,285
Memorial Sloan-Kettering Cancer Center 4.13%, 07/01/52		165,000		182,219
Merck & Company Inc. 2.75%, 02/10/25		425,000		440,658
MetLife Inc. 4.72%, 12/15/44		131,000		142,271
MGM Resorts International
4.63%, 09/01/26		252,000		245,700
5.25%, 03/31/20		267,000		284,355
6.63%, 12/15/21		438,000		492,750
Microsoft Corp.
1.55%, 08/08/21		500,000		497,860
2.40%, 08/08/26		600,000		600,386
3.45%, 08/08/36		150,000		153,014
3.70%, 08/08/46		150,000		151,941
4.00%, 02/12/55		225,000		230,935
Mitsubishi UFJ Financial Group Inc. 3.85%, 03/01/26		200,000		217,061
Mizuho Bank Ltd. 2.45%, 04/16/19 (b)		523,000		531,458
Mizuho Financial Group Inc. 2.63%, 04/12/21 (b)		502,000		508,254
Molson Coors Brewing Co.
2.10%, 07/15/21		351,000		354,256
3.00%, 07/15/26		187,000		188,416
4.20%, 07/15/46		105,000		109,692
Monsanto Co. 4.70%, 07/15/64		48,000		45,971
Morgan Stanley
2.45%, 02/01/19		235,000		239,258
2.50%, 04/21/21		305,000		307,978


	Principal Amount ($) or Shares		Fair Value $
2.65%, 01/27/20		90,000		91,972
3.70%, 10/23/24		189,000		199,395
3.95%, 04/23/27		427,000		444,402
4.10%, 05/22/23		485,000		513,003
5.00%, 11/24/25		171,000		190,895
National Retail Properties Inc. 4.00%, 11/15/25		213,000		227,258
NCL Corporation Ltd. 4.63%, 11/15/20 (b)		220,000		220,000
Newell Brands Inc.
3.85%, 04/01/23		257,000		273,650
4.20%, 04/01/26		157,000		171,092
5.50%, 04/01/46		150,000		182,408
Newmont Mining Corp. 4.88%, 03/15/42		163,000		172,140
Nexen Energy ULC 6.40%, 05/15/37		232,000		309,189
Noble Energy Inc. 3.90%, 11/15/24		256,000		261,233
Northern States Power Co. 2.20%, 08/15/20		427,000		436,439
Northrop Grumman Corp. 3.85%, 04/15/45		50,000		52,018
Novartis Capital Corp. 4.00%, 11/20/45		283,000		313,264
NRG Energy Inc. 6.25%, 07/15/22		227,000		230,405
Occidental Petroleum Corp. 3.50%, 06/15/25		428,000		455,950
Omnicom Group Inc. 3.63%, 05/01/22		187,000		200,394
Oracle Corp.
1.90%, 09/15/21		250,000		250,653
2.40%, 09/15/23		171,000		172,429
2.65%, 07/15/26		350,000		349,700
2.95%, 05/15/25		273,000		282,153
4.00%, 07/15/46		150,000		155,413
4.13%, 05/15/45		86,000		90,309
Owens & Minor Inc. 3.88%, 09/15/21		350,000		361,638
Owens-Brockway Glass Container Inc. 6.38%, 08/15/25 (b)		300,000		330,375
Pacific Gas & Electric Co. 3.40%, 08/15/24		640,000		686,811
PacifiCorp 6.25%, 10/15/37		258,000		358,378
Penn National Gaming Inc. 5.88%, 11/01/21		265,000		273,613
PepsiCo Inc.
3.10%, 07/17/22		97,000		103,789
4.25%, 10/22/44		127,000		145,321
4.60%, 07/17/45		128,000		154,051

See accompanying notes to financial statements.


94		Income Fund

Income Fund

Schedule of Investments, continued — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

Perrigo Company PLC 2.30%, 11/08/18		497,000		498,684
Perrigo Finance Unlimited Co. 3.50%, 03/15/21		254,000		262,720
Petroleos Mexicanos
3.50%, 01/30/23		278,000		262,029
4.50%, 01/23/26		252,000		245,070
5.63%, 01/23/46		94,000		82,203
6.38%, 02/04/21 (b)		185,000		201,669
6.75%, 09/21/47 (b)		200,000		199,200
PetSmart Inc. 7.13%, 03/15/23 (b)		527,000		553,350
Pfizer Inc.
2.75%, 06/03/26		152,000		157,206
4.40%, 05/15/44		135,000		156,361
Philip Morris International Inc. 4.13%, 03/04/43		214,000		230,746
PNC Bank NA 2.40%, 10/18/19		441,000		451,442
PPL Capital Funding Inc. 3.10%, 05/15/26		505,000		513,656
Praxair Inc. 3.20%, 01/30/26		148,000		158,512
Precision Castparts Corp. 4.38%, 06/15/45		128,000		151,299
Prologis LP 3.75%, 11/01/25		213,000		229,293
Prudential Financial Inc. 3 month USD LIBOR + 3.03% 5.38%, 05/15/45 (h)		214,000		223,095
Prudential Financial Inc. 3 month USD LIBOR + 3.92% 5.63%, 06/15/43 (h)		260,000		280,488
PulteGroup Inc.
4.25%, 03/01/21		130,000		136,500
5.50%, 03/01/26		390,000		409,500
QUALCOMM Inc. 4.80%, 05/20/45		154,000		168,536
Regency Energy Partners LP/Regency Energy Finance Corp. 4.50%, 11/01/23		300,000		302,157
Reynolds American Inc.
4.45%, 06/12/25		382,000		426,443
5.85%, 08/15/45		63,000		81,775
Rio Tinto Finance USA PLC 4.13%, 08/21/42		116,000		119,545
Rogers Communications Inc. 5.00%, 03/15/44		86,000		100,100
Royal Bank of Canada
1.20%, 09/19/17		717,000		716,692
4.65%, 01/27/26		31,000		33,809
Royal Bank of Scotland Group PLC 3.88%, 09/12/23		248,000		244,773


	Principal Amount ($) or Shares		Fair Value $
Ryder System Inc. 2.45%, 09/03/19		345,000		351,972
Santander Bank NA 2.00%, 01/12/18		270,000		270,028
Santander UK Group Holdings PLC
3.13%, 01/08/21		300,000		304,838
4.75%, 09/15/25 (b)		200,000		200,225
Schaeffler Holding Finance BV (6.75% Cash/7.50% PIK) 6.75%, 11/15/22 (b)(k)		459,782		525,301
Schlumberger Holdings Corp.
3.00%, 12/21/20 (b)		163,000		169,976
4.00%, 12/21/25 (b)		225,000		244,939
Shell International Finance BV 2.88%, 05/10/26		251,000		255,741
Shire Acquisitions Investments Ireland DAC
1.90%, 09/23/19		250,000		250,230
2.40%, 09/23/21		500,000		501,387
2.88%, 09/23/23		500,000		502,301
3.20%, 09/23/26		350,000		350,965
Sinclair Television Group Inc. 5.38%, 04/01/21		459,000		476,212
Southern California Edison Co. 2.40%, 02/01/22		170,000		175,165
Standard Industries Inc. 5.38%, 11/15/24 (b)		525,000		540,750
Statoil ASA 3.95%, 05/15/43		107,000		110,605
Sumitomo Mitsui Banking Corp.
1.35%, 07/11/17		260,000		259,971
1.95%, 07/23/18		360,000		362,191
Sumitomo Mitsui Financial Group Inc. 2.63%, 07/14/26		400,000		395,105
Sunoco LP/Sunoco Finance Corp. 5.50%, 08/01/20 (b)		175,000		176,313
SUPERVALU Inc. 6.75%, 06/01/21		441,000		412,335
T-Mobile USA Inc. 6.63%, 04/01/23		438,000		470,302
Tampa Electric Co. 4.35%, 05/15/44		209,000		230,214
Target Corp. 2.50%, 04/15/26		255,000		260,384
TD Ameritrade Holding Corp. 2.95%, 04/01/22		211,000		219,882
Teachers Insurance & Annuity Association of America 4.90%, 09/15/44 (b)		250,000		281,869
Telecom Italia S.p.A. 5.30%, 05/30/24 (b)		392,000		400,769

See accompanying notes to financial statements.


Income Fund			95

Income Fund

Schedule of Investments, continued — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

Tenet Healthcare Corp.
4.75%, 06/01/20		160,000		162,400
6.00%, 10/01/20		424,000		448,380
Teva Pharmaceutical Finance Netherlands III BV
3.15%, 10/01/26		150,000		150,794
4.10%, 10/01/46		113,000		112,762
The Allstate Corp. 3 month USD LIBOR + 2.94% 5.75%, 08/15/53 (h)		240,000		257,700
The Bank of New York Mellon Corp. 3 month USD LIBOR + 3.13% 4.63%, 12/29/49 (h)		500,000		492,500
The Bank of Tokyo-Mitsubishi UFJ Ltd. 2.30%, 03/10/19 (b)		400,000		404,971
The Coca-Cola Co. 2.88%, 10/27/25		207,000		218,216
The Dai-ichi Life Insurance Company Ltd. 3 month USD LIBOR + 3.66% 4.00%, 12/29/49 (b)(h)		290,000		291,450
The Dow Chemical Co. 4.25%, 10/01/34		218,000		224,934
The Goldman Sachs Group Inc.
2.35%, 11/15/21		500,000		499,017
2.38%, 01/22/18		335,000		338,410
2.63%, 01/31/19 - 04/25/21		424,000		431,691
2.90%, 07/19/18		296,000		302,796
3.75%, 05/22/25		365,000		383,489
4.25%, 10/21/25		72,000		75,817
4.80%, 07/08/44		464,000		523,142
5.15%, 05/22/45		214,000		233,928
The Home Depot Inc.
3.35%, 09/15/25		299,000		324,258
3.50%, 09/15/56		177,000		172,216
The Korea Development Bank 3.38%, 09/16/25		211,000		230,379
The Kroger Co. 2.95%, 11/01/21		299,000		311,752
The Progressive Corp. 3.70%, 01/26/45		122,000		127,691
The Southern Co.
3.25%, 07/01/26		505,000		523,383
4.40%, 07/01/46		150,000		162,272
The Toronto-Dominion Bank 2.50%, 12/14/20		175,000		179,965
The Toronto-Dominion Bank 5 year USD LIBOR + 2.21% 3.63%, 09/15/31 (h)		150,000		150,548
The Travelers Companies Inc. 3.75%, 05/15/46		100,000		105,957


	Principal Amount ($) or Shares		Fair Value $
The Walt Disney Co.
1.85%, 07/30/26		252,000		240,700
2.30%, 02/12/21		328,000		338,036
4.13%, 06/01/44		102,000		115,386
Time Inc. 5.75%, 04/15/22 (b)		443,000		435,247
Time Warner Cable LLC
4.50%, 09/15/42		43,000		41,128
6.55%, 05/01/37		127,000		150,855
Time Warner Inc.
3.88%, 01/15/26		139,000		150,644
5.35%, 12/15/43		261,000		311,285
TransCanada PipeLines Ltd. 4.88%, 01/15/26		308,000		356,526
Tyco Electronics Group S.A. 2.35%, 08/01/19		421,000		426,831
Tyson Foods Inc. 2.65%, 08/15/19		71,000		72,798
U.S. Bancorp 3.10%, 04/27/26		254,000		262,547
U.S. Bancorp 3 month USD LIBOR + 3.49% 5.13%, 12/29/49 (h)		427,000		449,738
UBS Group Funding Jersey Ltd. 2.95%, 09/24/20 (b)		200,000		204,897
Under Armour Inc. 3.25%, 06/15/26		114,000		114,842
UnitedHealth Group Inc.
2.70%, 07/15/20		155,000		161,096
4.75%, 07/15/45		275,000		330,633
Universal Health Services Inc. 5.00%, 06/01/26 (b)		257,000		267,601
Vale Overseas Ltd.
4.38%, 01/11/22		127,000		125,571
5.88%, 06/10/21		255,000		266,985
6.25%, 08/10/26		125,000		130,588
Ventas Realty LP 3.25%, 10/15/26		250,000		252,500
Verizon Communications Inc.
1.75%, 08/15/21		500,000		494,570
2.63%, 08/15/26		373,000		365,985
4.40%, 11/01/34		113,000		119,797
4.67%, 03/15/55		150,000		157,790
4.86%, 08/21/46		214,000		240,303
5.05%, 03/15/34		385,000		433,518
5.15%, 09/15/23		256,000		297,950
Viacom Inc.
2.25%, 02/04/22		250,000		248,800
3.45%, 10/04/26		250,000		249,853
Virgin Media Finance PLC 5.75%, 01/15/25 (b)		439,000		444,487
Visa Inc.
2.80%, 12/14/22		299,000		313,480

See accompanying notes to financial statements.


96		Income Fund

Income Fund

Schedule of Investments, continued — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

3.15%, 12/14/25		299,000		316,035
4.30%, 12/14/45		141,000		163,386
Volkswagen Group of America Finance LLC 3 month USD LIBOR + 0.44% 1.25%, 11/20/17 (b)(h)		211,000		210,290
W.R. Grace & Co.
5.13%, 10/01/21 (b)		165,000		175,313
5.63%, 10/01/24 (b)		438,000		477,420
Walgreens Boots Alliance Inc.
2.60%, 06/01/21		252,000		257,907
4.65%, 06/01/46		76,000		83,013
Wells Fargo & Co.
3.00%, 04/22/26		510,000		515,127
3.90%, 05/01/45		214,000		220,756
4.10%, 06/03/26		22,000		23,355
4.30%, 07/22/27		172,000		185,496
4.40%, 06/14/46		150,000		153,099
Wells Fargo & Co. 3 month USD LIBOR + 3.11% 5.90%, 12/29/49 (h)		281,000		291,186
Wells Fargo & Co. 3 month USD LIBOR + 3.99% 5.88%, 12/29/49 (h)		297,000		322,245
Western Digital Corp. 7.38%, 04/01/23 (b)		65,000		71,338
Westlake Chemical Corp. 3.60%, 08/15/26 (b)		350,000		350,183
Williams Partners LP
3.90%, 01/15/25		403,000		402,379
5.40%, 03/04/44		43,000		42,940
Windstream Services LLC 6.38%, 08/01/23		409,000		371,167
WPP Finance 2010 3.75%, 09/19/24		425,000		452,722
XLIT Ltd. 5.25%, 12/15/43		184,000		202,054
XPO Logistics Inc. 6.50%, 06/15/22 (b)		386,000		403,852
Zimmer Biomet Holdings Inc. 3.55%, 04/01/25		213,000		219,649

				125,623,918


Non-Agency Collateralized Mortgage Obligations - 6.4%
American Tower Trust I (REIT) 1.55%, 03/15/43 (b)		644,000		642,573
Banc of America Commercial Mortgage Trust 2007-1 5.48%, 01/15/49 (h)		905,000		900,570
Banc of America Commercial Mortgage Trust 2007-4 5.94%, 02/10/51 (h)		59,212		60,408


	Principal Amount ($) or Shares		Fair Value $
Banc of America Commercial Mortgage Trust 2008-1 6.44%, 02/10/51 (h)		129,082		133,964
Banc of America Merrill Lynch Commercial Mortgage Inc. 2005-1 5.53%, 11/10/42 (h)		30,451		30,421
Bear Stearns Commercial Mortgage Securities Trust 2007-PW18 6.09%, 06/11/50 (h)		190,000		196,409
Citigroup Commercial Mortgage Trust 2014-GC23 4.66%, 07/10/47 (b)(h)		848,000		719,361
Citigroup Commercial Mortgage Trust 2015-GC33 3.17%, 09/10/58		206,012		145,315
Citigroup Commercial Mortgage Trust 2016-P5 2.94%, 10/10/49 (c)		408,463		420,702
COMM 2013-CR12 Mortgage Trust 5.25%, 10/10/46 (b)(h)		100,000		89,683
COMM 2013-LC13 Mortgage Trust 4.56%, 08/10/46 (b)(h)		175,000		196,128
COMM 2014-CR14 Mortgage Trust 4.53%, 02/10/47 (h)		245,000		274,853
COMM 2014-CR19 Mortgage Trust 4.88%, 08/10/47 (b)(h)		413,823		352,298
COMM 2015-CR23 Mortgage Trust 4.40%, 05/10/48 (h)		189,546		182,326
COMM 2015-CR24 Mortgage Trust 3.46%, 08/10/48 (h)		412,335		307,368
COMM 2015-LC19 Mortgage Trust 2.87%, 02/10/48 (b)		309,000		238,964
COMM 2015-PC1 Mortgage Trust 4.59%, 07/10/50 (h)		185,864		196,668
CSAIL 2015-C2 Commercial Mortgage Trust 4.35%, 06/15/57 (h)		133,000		98,792
CSAIL 2015-C3 Commercial Mortgage Trust 3.51%, 08/15/48 (h)		247,064		185,113
GS Mortgage Securities Corp. II 2012-GCJ9 2.46%, 11/10/45 (g)(h)		939,180		78,594

See accompanying notes to financial statements.


Income Fund			97

Income Fund

Schedule of Investments, continued — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

GS Mortgage Securities Trust 2011-GC5 3.00%, 08/10/44		11,488		11,483
GS Mortgage Securities Trust 2015-GC28 1.30%, 02/10/48 (g)(h)		2,833,489		179,119
GS Mortgage Securities Trust 2015-GC32 3.35%, 07/10/48		226,593		172,236
GS Mortgage Securities Trust 2015-GC34 2.98%, 10/10/48		459,148		324,268
GS Mortgage Securities Trust 2015-GS1 3.27%, 11/10/48		567,780		445,410
GS Mortgage Securities Trust 2016-GS3 3.40%, 10/10/49 (h)		417,000		429,414
JP Morgan Chase Commercial Mortgage Securities Corp. 2012-LC9 1.98%, 12/15/47 (g)(h)		1,204,696		80,422
JP Morgan Chase Commercial Mortgage Securities Trust 2007-CB18 5.44%, 06/12/47		180,353		181,270
JPMBB Commercial Mortgage Securities Trust 2013-C12 4.16%, 07/15/45 (h)		125,000		136,540
JPMBB Commercial Mortgage Securities Trust 2013-C17 5.05%, 01/15/47 (b)(h)		180,876		167,594
JPMBB Commercial Mortgage Securities Trust 2014-C18 4.97%, 02/15/47 (b)(h)		197,705		171,209
JPMBB Commercial Mortgage Securities Trust 2014-C19 4.83%, 04/15/47 (b)(h)		100,000		86,334
JPMBB Commercial Mortgage Securities Trust 2015-C29 3.84%, 05/15/48 (h)		392,595		289,172
JPMBB Commercial Mortgage Securities Trust 2015-C30 4.46%, 07/15/48 (h)		411,987		375,373
LB-UBS Commercial Mortgage Trust 2004-C8 0.49%, 12/15/39 (b)(g)(h)		84,783		334
LB-UBS Commercial Mortgage Trust 2007-C6
6.11%, 07/15/40 (h)		269,803		279,058
6.11%, 07/15/40 (b)		530,000		540,545
MASTR Alternative Loan Trust 2003-5 5.00%, 08/25/18 (g)		13,222		311


	Principal Amount ($) or Shares		Fair Value $
Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14 4.99%, 02/15/47 (b)(h)		225,766		201,240
Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15 5.06%, 04/15/47 (b)(h)		578,625		507,037
Morgan Stanley Bank of America Merrill Lynch Trust 2014-C18 3.39%, 10/15/47 (b)		835,411		568,089
Morgan Stanley Bank of America Merrill Lynch Trust 2014-C19 3.25%, 12/15/47 (b)		251,885		193,800
Morgan Stanley Bank of America Merrill Lynch Trust 2015-C20 1.56%, 02/15/48 (g)(h)		3,211,715		257,081
Morgan Stanley Bank of America Merrill Lynch Trust 2015-C21 1.12%, 03/15/48 (g)(h)		3,871,604		236,960
Morgan Stanley Bank of America Merrill Lynch Trust 2015-C22 4.38%, 04/15/48 (b)(h)		1,090,096		892,716
Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23 4.27%, 07/15/50 (b)(h)		1,525,730		1,241,415
Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28 3.00%, 01/15/49 (b)		267,259		187,385
Morgan Stanley Capital I Trust 2006-IQ11 6.06%, 10/15/42 (h)		270,000		271,699
Morgan Stanley Capital I Trust 2006-T21 5.27%, 10/12/52 (h)		63,962		63,929
Morgan Stanley Capital I Trust 2007-IQ16 6.25%, 12/12/49 (h)		190,000		196,199
Morgan Stanley Capital I Trust 2008-T29 6.48%, 01/11/43 (h)		250,000		261,219
Morgan Stanley Capital I Trust 2015-MS1 4.16%, 05/15/48 (b)(h)		260,000		203,415
Morgan Stanley Capital I Trust 2016-UBS9
1.41%, 03/15/49 (g)(h)		4,753,149		389,381
3.00%, 03/15/49 (b)		241,000		188,328
Wells Fargo Commercial Mortgage Trust 2015-C26 1.45%, 02/15/48 (g)(h)		3,187,413		257,384
Wells Fargo Commercial Mortgage Trust 2015-C29 4.37%, 06/15/48 (h)		336,512		268,365

See accompanying notes to financial statements.


98		Income Fund

Income Fund

Schedule of Investments, continued — September 30, 2016


	Principal Amount ($) or Shares		Fair Value $

Wells Fargo Commercial Mortgage Trust 2015-C30 4.65%, 09/15/58 (b)(h)		205,915		163,266
Wells Fargo Commercial Mortgage Trust 2015-LC22 4.69%, 09/15/58 (h)		206,161		167,089
Wells Fargo Commercial Mortgage Trust 2015-NXS2 4.39%, 07/15/58 (h)		206,028		157,811
Wells Fargo Commercial Mortgage Trust 2016-C33 3.12%, 03/15/59 (b)(n)		281,063		203,606
Wells Fargo Mortgage Backed Securities Trust 2006-3 5.50%, 03/25/36 **		43,135		—
WFRBS Commercial Mortgage Trust 2013-C17 4.26%, 12/15/46		240,000		267,123
WFRBS Commercial Mortgage Trust 2014-C19 4.23%, 03/15/47 (b)		412,226		336,634
WFRBS Commercial Mortgage Trust 2014-C22 4.06%, 09/15/57 (b)(h)		532,045		410,205
WFRBS Commercial Mortgage Trust 2014-C24 3.69%, 11/15/47 (b)		784,992		562,796
WFRBS Commercial Mortgage Trust 2014-C25 3.80%, 11/15/47 (b)(h)		95,000		68,539
WFRBS Commercial Mortgage Trust 2014-LC14
4.35%, 03/15/47 (h)		544,000		605,718
4.59%, 03/15/47 (b)(h)		582,134		476,530
WFRBS Commercial Mortgage Trust 2015-C31 3.85%, 11/15/48		102,974		77,773

				19,203,334


Sovereign Bonds - 0.9%
Government of Colombia
2.63%, 03/15/23		327,000		322,422
5.63%, 02/26/44		143,000		165,880
Government of Mexico
3.60%, 01/30/25		336,000		348,600
4.00%, 10/02/23		214,000		228,873
4.75%, 03/08/44		304,000		316,160
Government of Panama 4.00%, 09/22/24		203,000		222,031
Government of Peru
4.13%, 08/25/27		129,000		147,383
5.63%, 11/18/50		69,000		91,425


	Principal Amount ($) or Shares		Fair Value $
Government of Philippines
3.95%, 01/20/40		200,000		228,432
4.20%, 01/21/24		200,000		227,595
Government of Turkey
3.25%, 03/23/23		296,000		278,138
4.88%, 04/16/43		211,000		196,907

				2,773,846


Municipal Bonds and Notes - 0.7%
American Municipal Power Inc. 6.27%, 02/15/50		220,000		290,501
Municipal Electric Authority of Georgia 6.64%, 04/01/57		286,000		386,080
Port Authority of New York & New Jersey 4.46%, 10/01/62		475,000		546,606
South Carolina State Public Service Authority 6.45%, 01/01/50		185,000		267,889
State of California 5.70%, 11/01/21		290,000		342,534
State of Illinois 5.10%, 06/01/33		130,000		125,320

				1,958,930


FNMA (TBA) - 0.0%*
LehmanTBA 5.50%, TBA (j)(n)		206,627		6,529


Total Bonds and Notes (Cost $286,685,756)				293,494,905


Domestic Equity - 0.1%
Preferred Stock - 0.1%
Wells Fargo & Co. 3 month USD LIBOR + 3.09% (Cost $326,100) (h)		13,044		348,927


Total Investments in Securities (Cost $287,011,856)				293,843,832


Short-Term Investments - 9.9%
State Street Institutional U.S. Government Money Market Fund - Class G Shares 0.31% (Cost $29,678,865) (d)(l)(m)		29,678,865		29,678,865


Total Investments (Cost $316,690,721)				323,522,697

Liabilities in Excess of Other Assets, net - (8.2)%				(24,433,129	)


NET ASSETS - 100.0%				299,089,568

See accompanying notes to financial statements.


Income Fund			99

Income Fund

Schedule of Investments, continued — September 30, 2016

Other Information:

Centrally Cleared Credit Default Swaps - Buy Protection


Reference Entity	Counterparty		Notional Amount (000s omitted)		Contract annual Fixed Rate			Termination Date		Market Value			Unamortized Upfront Payments Received			Unrealized Depreciation

Markit CDX North America High Yield Index		CME Group Inc.	$	14,477		5.00	%		12/20/20	$	(847,970	)	$	(298,967	)	$	(549,003	)
Markit CDX North America Investment Grade Index		CME Group Inc.	$	8,452		1.00	%		06/20/21	$	(122,457	)	$	(102,720	)	$	(19,737	)

																$	(568,740	)

The Fund had the following long futures contracts open at September 30, 2016:


Description	Expiration date		Number of Contracts		Current Notional Value		Unrealized Appreciation (Depreciation)

Ultra Long-Term U.S. Treasury Bond Futures		December 2016		31	$	5,700,125	$	(39,770	)
2 Yr. U.S. Treasury Notes Futures		December 2016		22		4,806,313		3,052
5 Yr. U.S. Treasury Notes Futures		December 2016		73		8,870,640		5,768

							$	(30,950	)

The Fund had the following short futures contracts open at September 30, 2016:


Description	Expiration date		Number of Contracts		Current Notional Value			Unrealized Appreciation

U.S. Long Bond Futures		December 2016		21	$	(3,531,281	)	$	18,804
10 Yr. U.S. Treasury Notes Futures		December 2016		174		(22,815,750	)		19,630

								$	38,434

								$	7,484

Affiliate Table


	Number of Shares Held at 9/30/15		Value At 9/30/15		Shares Purchased		Shares Sold		Number of Shares Held at 9/30/16		Value at 9/30/16		Dividend/ Interest Income		Realized Gain (Loss)
State Street Institutional U.S. Government Money Market Fund - Class G Shares		18,496,948	$	18,496,948		153,480,854		142,298,937		29,678,865	$	29,678,865	$	26,757	$	—

											$	29,678,865	$	26,757	$	—

See accompanying notes to financial statements.


100		Income Fund

GE Institutional Funds

Notes to Schedules of Investments — September 30, 2016

The views expressed in this document reflect our judgment as of the publication date and are subject to change at any time without notice. The securities cited may not be representative of the Funds’ future investments and should not be construed as a recommendation to purchase or sell a particular security. See each Fund’s summary prospectus and the Funds’ statutory prospectus for complete descriptions of investment objectives, policies, risks and permissible investments.

(a)	Non-income producing security.

(b)

Pursuant to Rule 144A of the Securities Act of 1933, as amended, these securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2016, these securities amounted to $10,400,512 or 0.83%, $24,618,779 or 3.25% and $31,566,162 or 10.55% of the net assets of the GE Institutional International Equity Fund, GE Institutional Strategic Investment Fund and GE Institutional Income Fund, respectively. These securities have been determined to be liquid using procedures established by the Funds’ Board of Trustees.

(c)	Settlement is on a delayed delivery or when-issued basis with final maturity to be announced (“TBA”) in the future.

(d)	Coupon amount represents effective yield.

(e)	State Street Corp. is the parent company of SSGA Funds Management, Inc., the Funds’ investment adviser and administrator, effective July 1, 2016, and State Street Bank & Trust Co., the Funds’ sub-administrator, custodian and accounting agent.

(f)	Principal only security. These securities represent the right to receive the monthly principal payments on an underlying pool of mortgages. No payments of interest on the pool are passed through to the “principal only” holder.

(g)	Interest only security. These securities represent the right to receive the monthly interest payments on an underlying pool of mortgages. Payments of principal on the pool reduce the value of the “interest only” holding.

(h)	Variable or floating rate security. The stated rate represents the rate at September 30, 2016.

(i)	Step coupon bond.

(j)	Security is in default.

(k)	Represents a payment-in-kind (PIK) security which may pay all or a portion of interest in additional par.

(l)	At September 30, 2016, all or a portion of this security was pledged to cover collateral requirements for futures, swaps and/or TBA’s.

(m)	Sponsored by SSGA Funds Management, Inc., the Funds’ investment adviser and administrator, effective July 1, 2016, and an affiliate of State Street Bank & Trust Co., the Funds’ sub-administrator, custodian and accounting agent.

(n)	Security is fair valued by the Valuation Committee, in accordance with the procedures approved by the Board of Trustees.

(o)	General Electric is the parent company of GE Asset Management Incorporated (“GEAM”), the Funds’ investment adviser prior to July 1, 2016.

†	Percentages are based on net assets as of September 30, 2016.

*	Less than 0.05%.

**	Less than $0.50

Abbreviations:

ADR - American Depositary Receipt

GDR - Global Depositary Receipt

REIT - Real Estate Investment Trust

REMIC - Real Estate Mortgage Investment Conduit

STRIPS - Separate Trading of Registered Interest and Principal of Security

TBA - To Be Announced


Notes to Schedules of Investments			101

U.S. Equity Fund

Financial Highlights

Selected data based on a share outstanding throughout the fiscal years indicated


	Investment Class
	9/30/16			9/30/15**			9/30/14**			9/30/13**			9/30/12**
Inception date													11/25/97

Net asset value, beginning of period	$	14.46		$	17.32		$	15.59		$	12.90		$	10.07


Income/(loss) from investment operations:
Net investment income		0.21	*		0.21	*		0.22	*		0.22	*		0.16	*
Net realized and unrealized gains/(losses) on investments		1.52	*		(0.65	)*		2.60	*		2.67	*		2.80	*

Total income/(loss) from investment operations		1.73			(0.44	)		2.82			2.89			2.96


Less distributions from:
Net investment income		0.24			0.25			0.22			0.20			0.13
Net realized gains		2.45			2.17			0.87			—			—

Total distributions		2.69			2.42			1.09			0.20			0.13

Net asset value, end of period	$	13.50		$	14.46		$	17.32		$	15.59		$	12.90

Total return^(a)		13.29	%		(3.57	)%		18.88	%		22.76	%		29.68	%

Ratios/Supplemental Data:
Net assets, end of period (in thousands)	$	603,060		$	615,024		$	836,752		$	767,603		$	658,065

Ratios to average net assets:
Net expenses		0.37	%		0.37	%		0.36	%^(b)		0.36	%^(b)		0.36	%^(b)
Gross expenses		0.37	%		0.37	%		0.36	%		0.36	%		0.37	%
Net investment income		1.61	%		1.32	%		1.36	%		1.60	%		1.39	%
Portfolio turnover rate		43	%		41	%		38	%		37	%		71	%

	Service Class
	9/30/16			9/30/15**			9/30/14**			9/30/13**			9/30/12**
Inception date													1/3/01

Net asset value, beginning of period	$	15.06		$	17.95		$	15.96		$	13.12		$	10.24


Income/(loss) from investment operations:
Net investment income		0.19	*		0.18	*		0.19	*		0.18	*		0.14	*
Net realized and unrealized gains/(losses) on investments		1.58	*		(0.69	)*		2.67	*		2.83	*		2.84	*

Total income/(loss) from investment operations		1.77			(0.51	)		2.86			3.01			2.98


Less distributions from:
Net investment income		0.20			0.21			—			0.17			0.10
Net realized gains		2.45			2.17			0.87			—			—

Total distributions		2.65			2.38			0.87			0.17			0.10

Net asset value, end of period	$	14.18		$	15.06		$	17.95		$	15.96		$	13.12

Total return^(a)		12.96	%		(3.83	)%		18.55	%		23.23	%		29.33	%

Ratios/Supplemental Data:
Net assets, end of period (in thousands)	$	95		$	104		$	117		$	84		$	3,133

Ratios to average net assets:
Net expenses		0.62	%		0.62	%		0.61	%^(b)		0.61	%^(b)		0.61	%^(b)
Gross expenses		0.62	%		0.62	%		0.61	%		0.61	%		0.62	%
Net investment income		1.35	%		1.07	%		1.11	%		1.33	%		1.14	%
Portfolio turnover rate		43	%		41	%		38	%		37	%		71	%

See accompanying notes to financial statements.


102		Financial Highlights

S&P 500 Index Fund

Financial Highlights

Selected data based on a share outstanding throughout the fiscal years indicated


	Investment Class
	9/30/16			9/30/15**			9/30/14**			9/30/13**			9/30/12**
Inception date													11/25/97

Net asset value, beginning of period	$	18.34		$	18.84		$	16.01		$	13.71		$	10.91


Income/(loss) from investment operations:
Net investment income		0.39	*		0.37	*		0.32	*		0.30	*		0.26	*
Net realized and unrealized gains/(losses) on investments		2.37	*		(0.48	)*		2.76	*		2.27	*		2.95	*

Total income/(loss) from investment operations		2.76			(0.11	)		3.08			2.57			3.21


Less distributions from:
Net investment income		0.41			0.39			0.25			0.27			0.41

Total distributions		0.41			0.39			0.25			0.27			0.41

Net asset value, end of period	$	20.69		$	18.34		$	18.84		$	16.01		$	13.71

Total return^(a)		15.21	%		(0.68	)%		19.54	%		19.11	%		30.07	%

Ratios/Supplemental Data:
Net assets, end of period (in thousands)	$	8,875		$	20,017		$	32,326		$	42,753		$	31,997

Ratios to average net assets:
Net expenses		0.16	%		0.16	%		0.19	%^(b)		0.15	%^(b)		0.15	%^(b)
Gross expenses		0.16	%		0.16	%		0.19	%		0.15	%		0.16	%
Net investment income		2.02	%		1.91	%		1.79	%		2.05	%		2.03	%
Portfolio turnover rate		12	%		7	%		16	%		2	%		11	%

	Service Class
	9/30/16			9/30/15**			9/30/14**			9/30/13**			9/30/12**
Inception date													9/30/05

Net asset value, beginning of period	$	18.69		$	19.20		$	16.31		$	13.97		$	10.86


Income/(loss) from investment operations:
Net investment income		0.36	*		0.33	*		0.28	*		0.27	*		0.22	*
Net realized and unrealized gains/(losses) on investments		2.40	*		(0.49	)*		2.83	*		2.31	*		2.98	*

Total income/(loss) from investment operations		2.76			(0.16	)		3.11			2.58			3.20


Less distributions from:
Net investment income		0.36			0.35			0.22			0.24			0.09

Total distributions		0.36			0.35			0.22			0.24			0.09

Net asset value, end of period	$	21.09		$	18.69		$	19.20		$	16.31		$	13.97

Total return^(a)		14.90	%		(0.95	)%		19.28	%		18.81	%		29.65	%

Ratios/Supplemental Data:
Net assets, end of period (in thousands)	$	7,360		$	6,960		$	7,150		$	5,922		$	4,496

Ratios to average net assets:
Net expenses		0.41	%		0.41	%		0.44	%^(b)		0.40	%^(b)		0.40	%^(b)
Gross expenses		0.41	%		0.41	%		0.44	%		0.40	%		0.41	%
Net investment income		1.80	%		1.65	%		1.52	%		1.80	%		1.76	%
Portfolio turnover rate		12	%		7	%		16	%		2	%		11	%

See accompanying notes to financial statements.


Financial Highlights			103

U.S. Large-Cap Core Equity Fund

Financial Highlights

Selected data based on a share outstanding throughout the fiscal years indicated


	Investment Class
	9/30/16			9/30/15**			9/30/14**			9/30/13**			9/30/12**
Inception date													2/2/00

Net asset value, beginning of period	$	8.85		$	11.15		$	11.64		$	10.94		$	8.76


Income/(loss) from investment operations:
Net investment income		0.13	*		0.18			0.17			0.21			0.18
Net realized and unrealized gains/(losses) on investments		0.75	*		(0.62	)		1.73			1.94			2.25

Total income/(loss) from investment operations		0.88			(0.44	)		1.90			2.15			2.43


Less distributions from:
Net investment income		0.18			0.16			0.15			0.25			0.14
Net realized gains		1.77			1.70			2.24			1.20			0.11

Total distributions		1.95			1.86			2.39			1.45			0.25

Net asset value, end of period	$	7.78		$	8.85		$	11.15		$	11.64		$	10.94

Total return^(a)		11.67	%		(5.31	)%		18.60	%		22.84	%		28.27	%

Ratios/Supplemental Data:
Net assets, end of period (in thousands)	$	52,332		$	59,483		$	95,740		$	90,668		$	185,990

Ratios to average net assets:
Net expenses		0.49	%		0.43	%		0.43	%^(b)		0.43	%^(b)		0.39	%^(b)
Gross expenses		0.49	%		0.43	%		0.43	%		0.43	%		0.39	%
Net investment income		1.67	%		1.44	%		1.46	%		1.78	%		1.80	%
Portfolio turnover rate		54	%		48	%		45	%		44	%		83	%

	Service Class
	9/30/16			9/30/15**			9/30/14**			9/30/13**			9/30/12**
Inception date													9/30/05

Net asset value, beginning of period	$	8.77		$	11.06		$	11.56		$	10.87		$	8.71


Income/(loss) from investment operations:
Net investment income		0.11	*		0.11			0.13			0.17			0.17
Net realized and unrealized gains/(losses) on investments		0.76	*		(0.57	)		1.73			1.94			2.22

Total income/(loss) from investment operations		0.87			(0.46	)		1.86			2.11			2.39


Less distributions from:
Net investment income		0.16			0.13			0.12			0.22			0.12
Net realized gains		1.77			1.70			2.24			1.20			0.11

Total distributions		1.93			1.83			2.36			1.42			0.23

Net asset value, end of period	$	7.71		$	8.77		$	11.06		$	11.56		$	10.87

Total return^(a)		11.58	%		(5.51	)%		18.32	%		22.56	%		27.88	%

Ratios/Supplemental Data:
Net assets, end of period (in thousands)	$	870		$	4,117		$	4,391		$	3,583		$	3,191

Ratios to average net assets:
Net expenses		0.74	%		0.68	%		0.68	%^(b)		0.68	%^(b)		0.64	%^(b)
Gross expenses		0.74	%		0.68	%		0.68	%		0.68	%		0.64	%
Net investment income		1.49	%		1.20	%		1.21	%		1.44	%		1.55	%
Portfolio turnover rate		54	%		48	%		45	%		44	%		83	%

See accompanying notes to financial statements.


104		Financial Highlights

Premier Growth Equity Fund

Financial Highlights

Selected data based on a share outstanding throughout the fiscal years indicated


	Investment Class
	9/30/16			9/30/15**			9/30/14**			9/30/13**			9/30/12**
Inception date													10/29/99

Net asset value, beginning of period	$	13.61		$	14.96		$	12.92		$	10.83		$	8.05


Income/(loss) from investment operations:
Net investment income		0.13	*		0.13	*		0.13	*		0.14	*		0.10	*
Net realized and unrealized gains/(losses) on investments		1.88	*		(0.11	)*		2.38	*		2.09	*		2.77	*

Total income from investment operations		2.01			0.02			2.51			2.23			2.87


Less distributions from:
Net investment income		0.14			0.13			0.11			0.14			0.09
Net realized gains		1.25			1.24			0.36			—			—

Total distributions		1.39			1.37			0.47			0.14			0.09

Net asset value, end of period	$	14.23		$	13.61		$	14.96		$	12.92		$	10.83

Total return^(a)		15.25	%		(0.47	)%		19.80	%		20.85	%		35.95	%

Ratios/Supplemental Data:
Net assets, end of period (in thousands)	$	325,700		$	334,227		$	428,536		$	369,286		$	257,923

Ratios to average net assets:
Net expenses		0.38	%		0.38	%		0.37	%^(b)		0.38	%^(b)		0.38	%^(b)
Gross expenses		0.38	%		0.38	%		0.37	%		0.38	%		0.38	%
Net investment income		0.95	%		0.89	%		0.94	%		1.20	%		0.98	%
Portfolio turnover rate		21	%		21	%		21	%		25	%		15	%

	Service Class
	9/30/16			9/30/15**			9/30/14**			9/30/13**			9/30/12**
Inception date													1/3/01

Net asset value, beginning of period	$	13.46		$	14.82		$	12.80		$	10.74		$	7.98


Income/(loss) from investment operations:
Net investment income		0.09	*		0.09	*		0.10	*		0.11	*		0.07	*
Net realized and unrealized gains/(losses) on investments		1.87	*		(0.12	)*		2.36	*		2.07	*		2.76	*

Total income/(loss) from investment operations		1.96			(0.03	)		2.46			2.18			2.83


Less distributions from:
Net investment income		0.11			0.09			0.08			0.12			0.07
Net realized gains		1.25			1.24			0.36			—			—

Total distributions		1.36			1.33			0.44			0.12			0.07

Net asset value, end of period	$	14.06		$	13.46		$	14.82		$	12.80		$	10.74

Total return^(a)		14.99	%		(0.77	)%		19.56	%		20.49	%		35.65	%

Ratios/Supplemental Data:
Net assets, end of period (in thousands)	$	11,547		$	5,820		$	3,836		$	3,216		$	2,148

Ratios to average net assets:
Net expenses		0.63	%		0.63	%		0.62	%^(b)		0.63	%^(b)		0.63	%^(b)
Gross expenses		0.63	%		0.63	%		0.62	%		0.63	%		0.63	%
Net investment income		0.67	%		0.61	%		0.69	%		0.93	%		0.73	%
Portfolio turnover rate		21	%		21	%		21	%		25	%		15	%

See accompanying notes to financial statements.


Financial Highlights			105

Small-Cap Equity Fund

Financial Highlights

Selected data based on a share outstanding throughout the fiscal years indicated


	Investment Class
	9/30/16			9/30/15**			9/30/14**			9/30/13**			9/30/12**
Inception date													8/3/98

Net asset value, beginning of period	$	17.18		$	19.32		$	20.19		$	16.80		$	13.05


Income/(loss) from investment operations:
Net investment income		0.04	*		0.03	*		0.01	*		0.07	*		0.04
Net realized and unrealized gains/(losses) on investments		2.79	*		(0.08	)*		1.12	*		4.69	*		3.86

Total income/(loss) from investment operations		2.83			(0.05	)		1.13			4.76			3.90


Less distributions from:
Net investment income		0.03			0.02			0.02			0.07			0.06
Net realized gains		2.02			2.07			1.98			1.30			0.09

Total distributions		2.05			2.09			2.00			1.37			0.15

Net asset value, end of period	$	17.96		$	17.18		$	19.32		$	20.19		$	16.80

Total return^(a)		18.24	%		(0.90	)%		5.61	%		30.57	%		30.03	%

Ratios/Supplemental Data:
Net assets, end of period (in thousands)	$	1,298,789		$	1,171,984		$	1,264,304		$	1,249,146		$	966,702

Ratios to average net assets:
Net expenses		0.89	%		0.89	%		0.88	%^(b)		0.88	%^(b)		0.89	%^(b)
Gross expenses		0.89	%		0.89	%		0.88	%		0.89	%		0.90	%
Net investment income		0.25	%		0.17	%		0.07	%		0.37	%		0.27	%
Portfolio turnover rate		33	%		40	%		37	%		37	%		36	%

	Service Class
	9/30/16			9/30/15**			9/30/14**			9/30/13**			9/30/12**
Inception date													9/30/05

Net asset value, beginning of period	$	17.21		$	19.37		$	20.27		$	16.87		$	13.11


Income/(loss) from investment operations:
Net investment income (loss)		(0.00	)*^(c)		(0.01	)*		(0.04	)*		0.02	*		0.00	^(c)
Net realized and unrealized gains/(losses) on investments		2.80	*		(0.08	)*		1.12	*		4.72	*		3.87

Total income/(loss) from investment operations		2.80			(0.09	)		1.08			4.74			3.87


Less distributions from:
Net investment income		0.01			—			—			0.04			0.02
Net realized gains		2.02			2.07			1.98			1.30			0.09

Total distributions		2.03			2.07			1.98			1.34			0.11

Net asset value, end of period	$	17.98		$	17.21		$	19.37		$	20.27		$	16.87

Total return^(a)		17.96	%		(1.12	)%		5.32	%		30.26	%		29.63	%

Ratios/Supplemental Data:
Net assets, end of period (in thousands)	$	2,579		$	1,741		$	71		$	87		$	44

Ratios to average net assets:
Net expenses		1.14	%		1.14	%		1.13	%^(b)		1.13	%^(b)		1.14	%^(b)
Gross expenses		1.14	%		1.14	%		1.13	%		1.14	%		1.15	%
Net investment income (loss)		(0.00	)%^(d)		(0.07	)%		(0.19	)%		0.09	%		0.04	%
Portfolio turnover rate		33	%		40	%		37	%		37	%		36	%

See accompanying notes to financial statements.


106		Financial Highlights

International Equity Fund

Financial Highlights

Selected data based on a share outstanding throughout the fiscal years indicated


	Investment Class
	9/30/16			9/30/15**			9/30/14**			9/30/13**			9/30/12**
Inception date													11/25/97

Net asset value, beginning of period	$	11.41		$	12.72		$	12.71		$	10.68		$	9.25


Income/(loss) from investment operations:
Net investment income		0.20	*		0.18	*		0.30	*		0.18	*		0.20	*
Net realized and unrealized gains/(losses) on investments		0.40	*		(1.15	)*		(0.08	)*		2.09	*		1.47	*

Total income/(loss) from investment operations		0.60			(0.97	)		0.22			2.27			1.67


Less distributions from:
Net investment income		0.18			0.34			0.21			0.24			0.24

Total distributions		0.18			0.34			0.21			0.24			0.24

Net asset value, end of period	$	11.83		$	11.41		$	12.72		$	12.71		$	10.68

Total return^(a)		5.32	%		(7.80	)%		1.69	%		21.57	%		18.43	%

Ratios/Supplemental Data:
Net assets, end of period (in thousands)	$	1,238,011		$	1,284,412		$	1,724,647		$	1,836,243		$	1,984,087

Ratios to average net assets:
Net expenses		0.57	%		0.56	%		0.56	%^(b)		0.56	%^(b)		0.56	%^(b)
Gross expenses		0.57	%		0.56	%		0.56	%		0.56	%		0.56	%
Net investment income		1.73	%		1.38	%		2.29	%		1.57	%		2.03	%
Portfolio turnover rate		33	%		26	%		39	%		47	%		50	%

	Service Class
	9/30/16			9/30/15**			9/30/14**			9/30/13**			9/30/12**
Inception date													1/3/01

Net asset value, beginning of period	$	11.33		$	12.62		$	12.61		$	10.59		$	9.17


Income/(loss) from investment operations:
Net investment income		0.17	*		0.08	*		0.26	*		0.15	*		0.14	*
Net realized and unrealized gains/(losses) on investments		0.40	*		(1.06	)*		(0.08	)*		2.07	*		1.49	*

Total income/(loss) from investment operations		0.57			(0.98	)		0.18			2.22			1.63


Less distributions from:
Net investment income		0.14			0.31			0.17			0.20			0.21

Total distributions		0.14			0.31			0.17			0.20			0.21

Net asset value, end of period	$	11.76		$	11.33		$	12.62		$	12.61		$	10.59

Total return^(a)		5.01	%		(7.95	)%		1.42	%		21.19	%		18.11	%

Ratios/Supplemental Data:
Net assets, end of period (in thousands)	$	17,796		$	19,562		$	92,749		$	101,204		$	119,576

Ratios to average net assets:
Net expenses		0.82	%		0.81	%		0.81	%^(b)		0.81	%^(b)		0.81	%^(b)
Gross expenses		0.82	%		0.81	%		0.81	%		0.81	%		0.81	%
Net investment income		1.45	%		0.63	%		2.03	%		1.31	%		1.39	%
Portfolio turnover rate		33	%		26	%		39	%		47	%		50	%

See accompanying notes to financial statements.


Financial Highlights			107

Strategic Investment Fund

Financial Highlights

Selected data based on a share outstanding throughout the fiscal years indicated


	Investment Class
	9/30/16			9/30/15**			9/30/14**			9/30/13**			9/30/12**
Inception date													10/29/99

Net asset value, beginning of period	$	11.91		$	13.54		$	13.09		$	11.88		$	10.23


Income/(loss) from investment operations:
Net investment income		0.23	*		0.21	*		0.25	*		0.22	*		0.22	*
Net realized and unrealized gains/(losses) on investments		0.77	*		(0.49	)*		0.90	*		1.22	*		1.66	*

Total income/(loss) from investment operations		1.00			(0.28	)		1.15			1.44			1.88


Less distributions from:
Net investment income		0.20			0.25			0.22			0.23			0.23
Net realized gains		0.60			1.10			0.48			—			—

Total distributions		0.80			1.35			0.70			0.23			0.23

Net asset value, end of period	$	12.11		$	11.91		$	13.54		$	13.09		$	11.88

Total return^(a)		8.83	%		(2.46	)%		8.98	%		12.34	%		18.67	%

Ratios/Supplemental Data:
Net assets, end of period (in thousands)	$	757,680		$	754,367		$	835,338		$	827,998		$	742,918

Ratios to average net assets:
Net expenses		0.36	%		0.36	%		0.35	%^(b)		0.34	%^(b)		0.34	%^(b)
Gross expenses		0.36	%		0.36	%		0.35	%		0.36	%		0.36	%
Net investment income		1.94	%		1.61	%		1.84	%		1.74	%		1.93	%
Portfolio turnover rate		109	%		144	%		185	%		153	%		188	%

	Service Class
	9/30/16			9/30/15**			9/30/14**			9/30/13**			9/30/12**
Inception date													9/30/05

Net asset value, beginning of period	$	11.81		$	13.44		$	12.99		$	11.80		$	10.17


Income/(loss) from investment operations:
Net investment income		0.20	*		0.17	*		0.21	*		0.18	*		0.18	*
Net realized and unrealized gains/(losses) on investments		0.76	*		(0.48	)*		0.90	*		1.21	*		1.66	*

Total income/(loss) from investment operations		0.96			(0.31	)		1.11			1.39			1.84


Less distributions from:
Net investment income		0.17			0.22			0.18			0.20			0.21
Net realized gains		0.60			1.10			0.48			—			—

Total distributions		0.77			1.32			0.66			0.20			0.21

Net asset value, end of period	$	12.00		$	11.81		$	13.44		$	12.99		$	11.80

Total return^(a)		8.53	%		(2.72	)%		8.79	%		11.98	%		18.39	%

Ratios/Supplemental Data:
Net assets, end of period (in thousands)	$	55		$	60		$	62		$	57		$	61

Ratios to average net assets:
Net expenses		0.61	%		0.61	%		0.60	%^(b)		0.59	%^(b)		0.59	%^(b)
Gross expenses		0.61	%		0.61	%		0.60	%		0.61	%		0.61	%
Net investment income		1.70	%		1.36	%		1.60	%		1.48	%		1.69	%
Portfolio turnover rate		109	%		144	%		185	%		153	%		188	%

See accompanying notes to financial statements.


108		Financial Highlights

Income Fund

Financial Highlights

Selected data based on a share outstanding throughout the fiscal years indicated


	Investment Class
	9/30/16			9/30/15**			9/30/14**			9/30/13**			9/30/12**
Inception date													11/21/97

Net asset value, beginning of period	$	9.45		$	9.51		$	9.34		$	10.01		$	9.73


Income/(loss) from investment operations:
Net investment income		0.26	*		0.25			0.26			0.21			0.25
Net realized and unrealized gains/(losses) on investments		0.31	*		(0.05	)		0.17			(0.32	)		0.44

Total income/(loss) from investment operations		0.57			0.20			0.43			(0.11	)		0.69


Less distributions from:
Net investment income		0.26			0.26			0.26			0.21			0.26
Net realized gains		0.09			—			—			0.35			0.15

Total distributions		0.35			0.26			0.26			0.56			0.41

Net asset value, end of period	$	9.67		$	9.45		$	9.51		$	9.34		$	10.01

Total return^(a)		6.18	%		2.05	%		4.61	%		(1.13	)%		7.28	%

Ratios/Supplemental Data:
Net assets, end of period (in thousands)	$	298,908		$	291,252		$	322,946		$	341,603		$	372,643

Ratios to average net assets:
Net expenses		0.24	%		0.23	%		0.23	%^(b)		0.21	%^(b)		0.21	%^(b)
Gross expenses		0.24	%		0.23	%		0.23	%		0.23	%		0.23	%
Net investment income		2.79	%		2.65	%		2.73	%		2.21	%		2.58	%
Portfolio turnover rate		219	%		297	%		308	%		348	%		403	%

	Service Class
	9/30/16			9/30/15**			9/30/14**			9/30/13**			9/30/12**
Inception date													9/30/05

Net asset value, beginning of period	$	9.66		$	9.72		$	9.55		$	10.23		$	9.94


Income/(loss) from investment operations:
Net investment income		0.25	*		0.23			0.24			0.19			0.24
Net realized and unrealized gains/(losses) on investments		0.31	*		(0.05	)		0.17			(0.33	)		0.44

Total income/(loss) from investment operations		0.56			0.18			0.41			(0.14	)		0.68


Less distributions from:
Net investment income		0.24			0.24			0.24			0.19			0.24
Net realized gains		0.09			—			—			0.35			0.15

Total distributions		0.33			0.24			0.24			0.54			0.39

Net asset value, end of period	$	9.89		$	9.66		$	9.72		$	9.55		$	10.23

Total return^(a)		5.95	%		1.81	%		4.32	%		(1.40	)%		7.02	%

Ratios/Supplemental Data:
Net assets, end of period (in thousands)	$	181		$	248		$	327		$	316		$	320

Ratios to average net assets:
Net expenses		0.49	%		0.48	%		0.48	%^(b)		0.46	%^(b)		0.46	%^(b)
Gross expenses		0.49	%		0.48	%		0.48	%		0.48	%		0.48	%
Net investment income		2.58	%		2.40	%		2.47	%		2.00	%		2.33	%
Portfolio turnover rate		219	%		297	%		308	%		348	%		403	%

See accompanying notes to financial statements.


Financial Highlights			109

GE Institutional Funds

Notes to Financial Highlights

(a)

Total returns are historical and assume changes in share price and reinvestment of dividends and capital gains distributions.

(b)

Includes contractual management fee waiver related to the Fund’s investments in the GE Institutional Money Market Fund (the “Money Market Fund”). The fee waiver agreement was terminated effective June 30, 2014 with the closure of the Money Market Fund.

(c)

Less than $0.005.

(d)

Less than 0.005%.

Per share values have been calculated using the average share method.

Beginning with the fiscal year ended September 30, 2016, the Funds were audited by Ernst & Young LLP. The previous years were audited by another independent registered public accounting firm.

See accompanying notes to financial statements.


Notes to Financial Highlights			110

This page has been intentionally left blank.

GE Institutional Funds

Statements of Assets and Liabilities — September 30, 2016


	U.S. Equity Fund			S&P 500 Index Fund			U.S. Large-Cap Core Equity Fund

Assets
Investments in securities, at fair value (cost $491,699,328; $12,754,434; $45,920,605; $256,114,297; $976,277,205; $1,164,346,724; $618,047,483 and $287,011,856, respectively)	$	578,157,789		$	15,218,405		$	52,076,598
Investments in affiliated securities, at fair value (cost $0; $210,686; $0; $0; $0; $0; $22,506,031 and $0, respectively)		—			239,979			—
Short-term affiliated investments, at fair value		8,358,418			701,455			1,428,579
Cash		—			140			—
Restricted cash⁽¹⁾		—			31,500			—
Foreign currency (cost $0; $0; $0; $0; $0; $440,283; $71,325 and $0, respectively)		—			—			—
Receivable for investments sold		42,901,700			299			369,631
Income receivables (including receivables from affiliated investments of $2,845, $2,042, $544, $1,168, $20,405, $8,753, $20,802 and $4,947, respectively)		618,257			17,611			55,052
Receivable for fund shares sold		33,005			27,118			1,773
Receivable for variation margin on open futures contracts		—			2,117			1,190

Total assets		630,069,169			16,238,624			53,932,823


Liabilities
Distribution payable to shareholders		—			—			—
Payable for investments purchased		6,360,863			—			696,431
Payable for fund shares redeemed		20,317,957			—			11,844
Payable for variation margin on open centrally cleared swap contracts		—			—			—
Payable for variation margin on open futures contracts		40,638			—			—
Payable to the Adviser (Note 6)		184,515			1,987			21,550
Accrued other expenses		10,219			314			968
Distribution and service fees (Note 6)		19			1,510			177
Accrued foreign capital gains tax		—			—			—

Total liabilities		26,914,211			3,811			730,970


Net Assets	$	603,154,958		$	16,234,813		$	53,201,853


Net Assets Consist of:
Capital paid in	$	489,701,479		$	22,295,620		$	45,803,443
Undistributed (distributions in excess of) net investment income		6,822,971			232,106			715,789
Accumulated net realized gain (loss)		20,172,951			(8,790,618	)		525,774
Net unrealized appreciation (depreciation) on:
Investments		86,458,461			2,493,264			6,155,993
Futures		(904	)		4,441			854
Swap contracts		—			—			—
Foreign currency related transactions		—			—			—

Net Assets	$	603,154,958		$	16,234,813		$	53,201,853


Investment Class:
Net Assets	$	603,059,530		$	8,874,743		$	52,332,009
Shares outstanding ($0.001 par value, unlimited shares authorized)		44,679,613			429,008			6,730,785
Net asset value, offering and redemption price per share	$	13.50		$	20.69		$	7.78

Service Class:
Net Assets	$	95,428		$	7,360,070		$	869,844
Shares outstanding ($0.001 par value, unlimited shares authorized)		6,728			348,902			112,859
Net asset value, offering and redemption price per share	$	14.18		$	21.09		$	7.71
(1) Deposits at broker for futures contracts.

See accompanying notes to financial statements.


112		Statements of Assets and Liabilities


Premier Growth Equity Fund		Small-Cap Equity Fund		International Equity Fund			Strategic Investment Fund			Income Fund


$	323,252,989	$	1,214,471,072	$	1,217,001,600		$	668,989,404		$	293,843,832
	—		—		—			23,216,844			—
	12,844,727		68,288,206		39,027,683			85,905,257			29,678,865
	—		—		20,072			—			—
	—		704,000		324,000			940,000			—
	—		—		442,634			71,422			—
	2,318,094		2,503,053		—			8,721,417			6,619,942
	174,970		1,049,686		4,205,175			2,135,156			1,711,917
	39,732		16,211,011		355,166			238,825			34,097
	17,472		99,466		13,113			156,267			23,506

	338,647,984		1,303,326,494		1,261,389,443			790,374,592			331,912,159



	—		—		—			—			237
	1,208,216		1,013,599		4,615,401			32,219,729			32,676,380
	81,879		—		22,044			90,364			19,584
	—		—		—			55,655			69,230
	—		—		—			—			—
	102,697		924,844		574,860			220,359			56,199
	5,754		19,514		20,687			11,911			924
	2,344		522		3,655			11			37
	—		—		345,900			41,467			—

	1,400,890		1,958,479		5,582,547			32,639,496			32,822,591


$	337,247,094	$	1,301,368,015	$	1,255,806,896		$	757,735,096		$	299,089,568



$	242,597,460	$	1,029,924,854	$	1,425,089,817		$	693,460,851		$	292,468,028
	1,728,714		1,346,261		21,640,409			11,785,501			211,089
	25,759,642		31,774,706		(243,187,730	)		1,255,807			139,731

	67,138,692		238,193,867		52,308,976			51,611,267			6,831,976
	22,586		128,327		17,674			92,833			7,484
	—		—		—			(464,825	)		(568,740	)
	—		—		(62,250	)		(6,338	)		—

$	337,247,094	$	1,301,368,015	$	1,255,806,896		$	757,735,096		$	299,089,568



$	325,700,362	$	1,298,788,567	$	1,238,010,949		$	757,680,349		$	298,908,487
	22,884,452		72,302,956		104,670,736			62,590,275			30,908,155
$	14.23	$	17.96	$	11.83		$	12.11		$	9.67


$	11,546,732	$	2,579,448	$	17,795,947		$	54,747		$	181,081
	821,403		143,470		1,512,860			4,562			18,303
$	14.06	$	17.98	$	11.76		$	12.00		$	9.89

See accompanying notes to financial statements.


Statements of Assets and Liabilities			113

GE Institutional Funds

Statements of Operations — For the year ended September 30, 2016


	U.S. Equity Fund			S&P 500 Index Fund			U.S. Large-Cap Core Equity Fund

Investment Income
Income
Dividend (including dividend from affiliated investments of $151,784, $9,444, $16,036, $0, $0, $0, $457,263 and $0, respectively)	$	12,039,670		$	434,345		$	1,265,940
Interest (including interest from affiliated investments of $35,779, $1,406, $4,192, $19,746, $157,078, $67,198, $179,709 and $26,757, respectively)		35,779			1,409			4,192
Less: Foreign taxes withheld		(4,570	)		(17	)		(404	)

Total income		12,070,879			435,737			1,269,728


Expenses
Advisory and administration fees (Note 6)		2,214,294			29,826			279,860
Distribution and service (Note 6):
Service Class		278			18,712			7,922
Trustees’ fees		36,564			1,382			7,683
Other expenses		290			112			39

Total expenses		2,251,426			50,032			295,504

Net investment income	$	9,819,453		$	385,705		$	974,224


Net Realized and Unrealized Gain (Loss) on Investments
Realized gain (loss) on:
Investments (including realized gain (loss) from affiliated investments of $2,954,853, $106,813, $336,225, $0, $0, $0, $1,146,399 and $0, respectively)	$	32,265,359		$	5,196,398		$	1,284,696
Futures		(557,747	)		82,126			123,949
Swap contracts		—			—			—
Foreign currency transactions		39			—			3
Increase (decrease) in unrealized appreciation/depreciation on:
Investments		35,532,155			(2,566,472	)		4,075,319
Futures		200,347			50,884			(4,592	)
Swap contracts		—			—			—
Foreign currency translations		205			—			18


Net realized and unrealized gain (loss) on investments		67,440,358			2,762,936			5,479,393

Net increase in Net Assets Resulting from Operations	$	77,259,811		$	3,148,641		$	6,453,617

Includes change in accrued foreign capital gains tax of $(345,900), and $(41,467) for the International Equity Fund and Strategic Investment Fund, respectively.

See accompanying notes to financial statements.


114		Statements of Operations


Premier Growth Equity Fund			Small-Cap Equity Fund			International Equity Fund			Strategic Investment Fund			Income Fund



$	4,471,207		$	13,504,809		$	32,786,943		$	10,300,590		$	57,276
	19,746			157,078			64,531			7,497,278			8,867,372
	—			(46,933	)		(3,629,347	)		(440,879	)		—

	4,490,953			13,614,954			29,222,127			17,356,989			8,924,648



	1,258,565			10,562,654			7,110,433			2,672,281			676,555
	24,547			4,916			45,726			149			552
	18,375			68,467			97,105			46,285			16,639
	2,538			1,985			3,865			3,404			372

	1,304,025			10,638,022			7,257,129			2,722,119			694,118

$	3,186,928		$	2,976,932		$	21,964,998		$	14,634,870		$	8,230,530




$	30,282,914		$	48,141,411		$	(51,356,389	)	$	6,195,666		$	2,484,044
	1,013,067			2,094,826			6,389,767			1,207,220			(456,598	)
	—			—			—			(171,228	)		(218,652	)
	—			—			(427,605	)		(22,139	)		—

	13,902,563			149,778,881			87,827,039	*		41,521,558	*		7,665,754
	(41,804	)		958,595			327,733			499,488			362,641
	—			—			—			(264,050	)		(331,496	)
	—			—			40,738			2,070			—


	45,156,740			200,973,713			42,801,283			48,968,585			9,505,693

$	48,343,668		$	203,950,645		$	64,766,281		$	63,603,455		$	17,736,223

See accompanying notes to financial statements.


Statements of Operations			115

GE Institutional Funds

Statements of Changes in Net Assets


	U.S. Equity Fund						S&P 500 Index Fund
	Year Ended September 30, 2016			Year Ended September 30, 2015**			Year Ended September 30, 2016			Year Ended September 30, 2015**

Increase (Decrease) in Net Assets

Operations:
Net investment income	$	9,819,453		$	9,710,584		$	385,705		$	594,729
Net realized gain (loss) on investments, futures and foreign currency transactions		31,707,651			114,888,316			5,278,524			6,306,220
Net increase (decrease) in unrealized appreciation/depreciation on investments, futures and foreign currency translations		35,732,707			(140,741,014	)		(2,515,588	)		(6,272,597	)

Net increase (decrease) from operations		77,259,811			(16,142,114	)		3,148,641			628,352


Distributions to shareholders from:
Net investment income
Investment Class		(9,776,530	)		(10,530,007	)		(419,862	)		(530,385	)
Service Class		(1,625	)		(1,455	)		(134,350	)		(129,629	)
Net realized gains
Investment Class		(101,216,102	)		(92,508,676	)		—			—
Service Class		(20,100	)		(15,079	)		—			—

Total distributions		(111,014,357	)		(103,055,217	)		(554,212	)		(660,014	)

Increase (decrease) in assets from operations and distributions		(33,754,546	)		(119,197,331	)		2,594,429			(31,662	)


Share transactions:
Proceeds from sale of shares
Investment Class		21,123,025			34,686,103			3,544,265			6,032,321
Service Class		20,465			49,265			896,383			752,048
Value of distributions reinvested
Investment Class		110,532,200			103,038,406			419,839			430,561
Service Class		21,641			16,458			133,812			129,109
Cost of shares redeemed
Investment Class		(109,875,352	)		(240,277,040	)		(16,828,064	)		(18,914,519	)
Service Class		(40,174	)		(56,454	)		(1,503,268	)		(896,204	)

Net increase (decrease) from share transactions		21,781,805			(102,543,262	)		(13,337,033	)		(12,466,684	)


Total increase (decrease) in net assets		(11,972,741	)		(221,740,593	)		(10,742,604	)		(12,498,346	)

Net Assets
Beginning of year		615,127,699			836,868,292			26,977,417			39,475,763


End of year	$	603,154,958		$	615,127,699		$	16,234,813		$	26,977,417


Undistributed (distributions in excess of) net investment income, end of year	$	6,822,971		$	7,099,401		$	232,106		$	413,632

Changes in Fund Shares
Investment Class
Shares sold		1,635,190			2,154,666			186,211			310,559
Issued for distributions reinvested		8,793,333			6,600,795			21,889			22,240
Shares redeemed		(8,296,312	)		(14,517,431	)		(870,643	)		(957,242	)

Net increase (decrease) in fund shares		2,132,211			(5,761,970	)		(662,543	)		(624,443	)


Service Class
Shares sold		1,339			2,959			45,325			37,912
Issued for distributions reinvested		1,635			1,010			6,827			6,527
Shares redeemed		(3,157	)		(3,563	)		(75,576	)		(44,479	)

Net increase (decrease) in fund shares		(183	)		406			(23,424	)		(40	)

Includes $53,149,863 of net realized gains from redemptions in-kind.

Beginning with the fiscal year ended September 30, 2016, the Funds were audited by Ernst & Young LLP. The previous years were audited by another independent registered public accounting firm.

See accompanying notes to financial statements.


116		Statements of Changes in Net Assets


U.S. Large-Cap Core Equity Fund						Premier Growth Equity Fund						Small-Cap Equity Fund
Year Ended September 30, 2016			Year Ended September 30, 2015**			Year Ended September 30, 2016			Year Ended September 30, 2015**			Year Ended September 30, 2016			Year Ended September 30, 2015**




$	974,224		$	1,317,080		$	3,186,928		$	3,476,376		$	2,976,932		$	2,176,128
	1,408,648			12,395,598			31,295,981			81,687,620	*		50,236,237			131,806,056
	4,070,745			(15,671,708	)		13,860,759			(82,804,737	)		150,737,476			(140,276,190	)

	6,453,617			(1,959,030	)		48,343,668			2,359,259			203,950,645			(6,294,006	)




	(1,156,540	)		(1,342,057	)		(3,274,744	)		(3,720,776	)		(2,263,681	)		(1,374,532	)
	(76,196	)		(52,746	)		(49,836	)		(26,469	)		(981	)		—

	(11,092,379	)		(14,455,771	)		(29,010,695	)		(35,918,312	)		(135,317,625	)		(132,249,163	)
	(837,244	)		(683,259	)		(575,259	)		(346,446	)		(207,202	)		(7,659	)

	(13,162,359	)		(16,533,833	)		(32,910,534	)		(40,012,003	)		(137,789,489	)		(133,631,354	)

	(6,708,742	)		(18,492,863	)		15,433,134			(37,652,744	)		66,161,156			(139,925,360	)




	3,310,059			10,054,919			55,895,930			106,044,404			59,925,029			84,339,060
	224,319			516,762			6,508,525			3,538,979			730,980			1,899,623

	12,245,160			15,793,694			32,115,120			38,382,651			137,581,306			133,620,989
	913,420			735,986			624,951			372,773			208,183			7,659

	(16,619,783	)		(44,589,061	)		(111,333,277	)		(201,640,905	)		(136,736,850	)		(170,538,400	)
	(3,762,143	)		(551,232	)		(2,044,128	)		(1,370,477	)		(227,265	)		(53,119	)

	(3,688,968	)		(18,038,932	)		(18,232,879	)		(54,672,575	)		61,481,383			49,275,812


	(10,397,710	)		(36,531,795	)		(2,799,745	)		(92,325,319	)		127,642,539			(90,649,548	)


	63,599,563			100,131,358			340,046,839			432,372,158			1,173,725,476			1,264,375,024


$	53,201,853		$	63,599,563		$	337,247,094		$	340,046,839		$	1,301,368,015		$	1,173,725,476


$	715,789		$	986,347		$	1,728,714		$	2,189,133		$	1,346,261		$	859,333



	432,443			1,007,527			4,156,779			7,079,612			3,564,517			4,486,265
	1,688,988			1,641,756			2,368,372			2,645,255			8,779,917			7,301,693
	(2,113,052	)		(4,511,311	)		(8,206,857	)		(13,797,090	)		(8,267,615	)		(9,002,090	)

	8,379			(1,862,028	)		(1,681,706	)		(4,072,223	)		4,076,819			2,785,868



	29,485			53,845			494,832			237,641			43,619			99,952
	127,040			77,067			46,569			25,923			13,243			417
	(513,329	)		(58,177	)		(152,431	)		(90,000	)		(14,595	)		(2,852	)

	(356,804	)		72,735			388,970			173,564			42,267			97,517

See accompanying notes to financial statements.


Statements of Changes in Net Assets			117

GE Institutional Funds

Statements of Changes in Net Assets


	International Equity Fund
	Year Ended September 30, 2016			Year Ended September 30, 2015**

Increase (Decrease) in Net Assets

Operations:
Net investment income	$	21,964,998		$	21,421,320
Net realized gain (loss) on investments, futures, swap contracts and foreign currency transactions		(45,394,227	)		110,110,756
Net increase (decrease) in unrealized appreciation/depreciation on investments, futures, swap contracts and foreign currency translations		88,195,510			(233,019,206	)

Net increase (decrease) from operations		64,766,281			(101,487,130	)


Distributions to shareholders from:
Net investment income
Investment Class		(20,487,258	)		(40,074,208	)
Service Class		(228,586	)		(2,200,814	)
Net realized gains
Investment Class		—			—
Service Class		—			—

Total distributions		(20,715,844	)		(42,275,022	)

Increase (decrease) in assets from operations and distributions		44,050,437			(143,762,152	)


Share transactions:
Proceeds from sale of shares
Investment Class		47,289,789			88,160,235
Service Class		110,591			423,186
Value of distributions reinvested
Investment Class		20,486,760			39,960,532
Service Class		228,334			2,200,320
Cost of shares redeemed
Investment Class		(157,598,526	)		(425,151,525	)
Service Class		(2,735,116	)		(75,251,629	)

Net increase (decrease) from share transactions		(92,218,168	)		(369,658,881	)


Total increase (decrease) in net assets		(48,167,731	)		(513,421,033	)

Net Assets
Beginning of year		1,303,974,627			1,817,395,660


End of year	$	1,255,806,896		$	1,303,974,627


Undistributed (distributions in excess of) net investment income, end of year	$	21,640,409		$	19,466,797

Changes in Fund Shares
Investment Class
Shares sold		4,137,415			6,898,008
Issued for distributions reinvested		1,754,003			3,288,933
Shares redeemed		(13,763,388	)		(33,274,173	)

Net increase (decrease) in fund shares		(7,871,970	)		(23,087,232	)


Service Class
Shares sold		9,772			32,902
Issued for distributions reinvested		19,616			181,995
Shares redeemed		(242,704	)		(5,835,339	)

Net increase (decrease) in fund shares		(213,316	)		(5,620,442	)

Includes $53,149,863 of net realized gains from redemptions in-kind.

Beginning with the fiscal year ended September 30, 2016, the Funds were audited by Ernst & Young LLP. The previous years were audited by another independent registered public accounting firm.

See accompanying notes to financial statements.


118		Statements of Changes in Net Assets


Strategic Investment Fund						Income Fund
Year Ended September 30, 2016			Year Ended September 30, 2015**			Year Ended September 30, 2016			Year Ended September 30, 2015**




$	14,634,870		$	13,136,228		$	8,230,530		$	8,213,587
	7,209,519			38,111,815			1,808,794			2,673,620
	41,759,066			(68,993,007	)		7,696,899			(3,747,989	)

	63,603,455			(17,744,964	)		17,736,223			7,139,218




	(12,422,840	)		(15,273,876	)		(7,971,456	)		(8,238,729	)
	(853	)		(1,030	)		(5,539	)		(7,616	)

	(37,733,122	)		(66,200,278	)		(2,849,874	)		—
	(3,016	)		(5,115	)		(2,372	)		—

	(50,159,831	)		(81,480,299	)		(10,829,241	)		(8,246,345	)

	13,443,624			(99,225,263	)		6,906,982			(1,107,127	)




	32,104,281			60,984,889			57,547,356			78,967,884
	1,911			250			34,392			4,700

	50,155,750			81,473,065			10,809,076			8,186,024
	3,427			5,390			7,912			7,616

	(92,389,632	)		(124,210,613	)		(67,602,733	)		(117,742,658	)
	(11,933	)		(25	)		(112,921	)		(89,998	)

	(10,136,196	)		18,252,956			683,082			(30,666,432	)


	3,307,428			(80,972,307	)		7,590,064			(31,773,559	)


	754,427,668			835,399,975			291,499,504			323,273,063


$	757,735,096		$	754,427,668		$	299,089,568		$	291,499,504


$	11,785,501		$	10,031,155		$	211,089		$	322,669



	2,746,867			4,767,694			6,075,536			8,248,670
	4,399,627			6,575,711			1,147,253			853,674
	(7,913,209	)		(9,660,957	)		(7,141,399	)		(12,247,001	)

	(766,715	)		1,682,448			81,390			(3,144,657	)



	169			19			3,496			482
	302			438			823			777
	(1,009	)		(2	)		(11,670	)		(9,284	)

	(538	)		455			(7,351	)		(8,025	)

See accompanying notes to financial statements.


Statements of Changes in Net Assets			119

GE Institutional Funds

Notes to Financial Statements — September 30, 2016

Organization of the Funds

GE Institutional Funds (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust was organized as a Delaware business trust on May 23, 1997, and is authorized to issue an unlimited number of shares. It is currently comprised of the following eight investment funds (each, a “Fund” and collectively, the “Funds”): U.S. Equity Fund, S&P 500 Index Fund, U.S. Large-Cap Core Equity Fund, Premier Growth Equity Fund, Small-Cap Equity Fund, International Equity Fund, Strategic Investment Fund and Income Fund. The Funds presently offer two classes of shares — the Investment Class and the Service Class. The Trust expects that most of the time, each Fund will have relatively few shareholders (as compared with most mutual funds), but that these shareholders will invest substantial amounts in a Fund (minimum initial investment requirements are described in the current summary prospectus for each Fund and in the Funds’ statutory prospectus). Each Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 946 Financial Services — Investment Companies. Each Fund is a diversified investment company within the meaning of the 1940 Act.

SSGA Funds Management, Inc. (“SSGA FM”) is the investment adviser and administrator of each of the Funds effective July 1, 2016. Prior to July 1, 2016, GE Asset Management Incorporated (“GEAM”) served as the investment adviser and administrator to each Fund.

Summary of Significant Accounting Policies

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results may differ from those estimates.

Subsequent events after the balance sheet date through the date the financial statements were issued have been evaluated in the preparation of the financial statements. See Footnote 11 for subsequent events identified.

The following summarizes the significant accounting policies of the Trust.

Securities Valuation and Transactions All investments in securities are recorded at their estimated fair value, as described in Note 3.

Securities transactions are accounted for as of the trade date. Realized gains and losses on investments sold are recorded on the basis of identified cost for both financial statement and federal tax purposes.

Each Fund’s income, expenses (other than distribution and service fees) and realized and unrealized gains and losses are allocated proportionally each day among the share classes based upon the relative net assets of each class.

Foreign Currency Accounting records of the Funds are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated to U.S. dollars at the prevailing rates of exchange at period end. Purchases and sales of securities, income receipts and expense payments denominated in foreign currencies are translated into U.S. dollars at the prevailing exchange rate on the respective dates of such transactions.

All assets and liabilities of the Funds initially expressed in foreign currency values will be converted into U.S. dollars at the WM/Reuters exchange rate computed at 11:00 a.m. Eastern time.

The Funds do not isolate the portion of the results of operations resulting from changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities during the year. Such fluctuations are included in the net realized or unrealized gain or loss from investments. Net realized gains or losses on foreign currency transactions represent net gains or losses on sales and maturities of foreign currency contracts, disposition of foreign currencies, the difference between the amount of net investment income and withholding taxes accrued and the U.S. dollar amount actually received or paid, and gains or losses between the trade and settlement date on purchases and sales of foreign securities. Net unrealized foreign exchange gains and losses arising from changes in the value of other assets and liabilities (including foreign currencies and open foreign currency contracts) as a result of changes in foreign exchange rates are included as increases or decreases in unrealized appreciation/depreciation on foreign currency related transactions.


120		Notes to Financial Statements

GE Institutional Funds

Notes to Financial Statements, continued — September 30, 2016

Derivatives The Funds are subject to equity price risk, interest rate risk, credit risk and foreign currency exchange rate risk in the normal course of pursuing their investment objectives. Certain Funds may enter into various types of derivatives transactions (such as options, futures, options on futures, interest rate futures, interest-only swaps, interest rate swaps, index swaps and credit default swaps) to gain or hedge exposure to certain types of securities as an alternative to investing directly in or selling such securities, or to manage: yield, interest rate exposure (also known as duration), exposure to credit quality, and to gain exposure to certain market segments.

Futures Contracts A futures contract is an agreement to buy or sell a specific amount of a commodity, financial instrument, currency or index at a particular price and future date. Certain Funds may invest in interest rate, financial and stock or bond index futures contracts subject to certain limitations. During the fiscal year ended September 30, 2016, the U.S. Equity Fund, S&P 500 Index Fund, U.S. Large-Cap Core Equity Fund, Premier Growth Equity Fund, Small-Cap Equity Fund and International Equity Fund invested in stock index future contracts to gain equity exposure for accumulating and residual cash positions. The Strategic Investment Fund invested in futures contracts on various stock indices, bonds and notes to gain equity exposure and to manage duration of fixed income securities. The Income Fund invested in futures contracts on bonds and notes to manage duration of fixed income securities. Buying futures tends to increase a Fund’s exposure to the underlying instrument while selling futures tends to decrease a Fund’s exposure to the underlying instrument, or hedge other Fund investments. With futures contracts, there is minimal counterparty credit risk to a Fund since futures contracts are exchange traded and the exchange’s clearinghouse, as counterparty to all traded futures, guarantees the futures against default. A Fund’s risks in using these contracts include changes in the value of the underlying instruments, non-performance of the counterparties under the contracts’ terms and changes in the liquidity of the secondary market for the contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they principally trade.

Upon entering into a financial futures contract, a Fund is required to pledge to the broker an amount of cash and/or other assets equal to a certain percentage of the contract amount, known as initial margin deposit. Subsequent payments, known as variation margin, are made or received by a Fund each day, depending on the daily fluctuation in the fair value of the underlying security. A Fund records an unrealized gain or loss equal to the daily variation margin. Should market conditions move unexpectedly, a Fund may not achieve the anticipated benefits of the futures contracts and may incur a loss. A Fund recognizes a realized gain or loss on the expiration or closing of a futures contract.

Credit Default Swaps During the fiscal year ended September 30, 2016, the Strategic Investment Fund and Income Fund engaged in credit default swaps to manage credit risk. When a Fund is the buyer in a credit default swap contract, a Fund is entitled to receive the par (or other agreed upon) value (full notional value) of a referenced debt obligation (or basket of debt obligations) from the counterparty (or central clearing party (“CCP”) in the case of a centrally cleared swap) to the contract if a credit event by a third party, such as a U.S. or foreign corporate issuer or sovereign issuer, on the debt obligation occurs. In return, a Fund pays the counterparty a periodic stream of payments over the term of the contract provided that no credit event has occurred. If no credit event occurs, a Fund loses its investment and recovers nothing. However, if a credit event occurs, a Fund receives full notional value for a referenced debt obligation that may have little or no value. When a Fund is the seller of a credit default swap, it receives a fixed rate of income throughout the term of the contract, provided there is no credit event. If a credit event occurs, a Fund is obligated to pay the notional amount of the swap and in certain instances take delivery of securities of the reference entity upon the occurrence of a credit event, as defined under the terms of that particular swap agreement. Credit events are contract specific but may include bankruptcy, failure to pay, restructuring, obligation acceleration and repudiation/moratorium. If a Fund is a seller of protection and a credit event occurs, the maximum potential amount of future payments that a Fund could be required to make would be an amount equal to the notional amount of the agreement. This potential amount would be partially offset by any recovery value of the respective referenced obligation, or net amount received from the settlement of a buy protection credit default swap agreement entered into by a Fund for the same referenced obligation. As the seller, a Fund may create economic leverage to its portfolio because, in addition to its total net assets, a Fund is subject to investment exposure on the notional amount of the swap. The interest fee paid or received on the swap, which is based on a specified interest rate on a fixed notional amount, is accrued daily as a component of unrealized appreciation (depreciation) and is recorded as realized gain upon receipt or realized loss upon payment. A Fund also records an increase or decrease to unrealized appreciation (depreciation) in an amount equal to the daily valuation. For centrally cleared swaps, the daily change in valuation is recorded as a receivable or payable for variation margin and settled in cash with the CCP daily. All upfront payments, if any, are amortized over the life of the swap as realized gains or losses. Those upfront payments that are paid or received, typically for non-centrally cleared swaps, are recorded as other assets or other


Notes to Financial Statements			121

GE Institutional Funds

Notes to Financial Statements, continued — September 30, 2016

liabilities, respectively, net of amortization. For financial reporting purposes, unamortized upfront payments, if any, are netted with unrealized appreciation or depreciation on swaps to determine the market value of swaps. A Fund segregates assets in the form of cash or liquid securities in an amount equal to the notional amount of the credit default swaps of which it is the seller. A Fund segregates assets in the form of cash or liquid securities in an amount equal to any unrealized depreciation of the credit default swaps of which it is the buyer, marked to market on a daily basis. Credit default swaps involve greater risks than if a Fund had invested in the referenced debt obligation directly. If a Fund is a buyer of a credit default swap and no credit event occurs, a Fund will not earn any return on its investment. If a Fund is a seller of a credit default swap, a Fund’s risk of loss may be the entire notional amount of the swap. Swaps may also subject a Fund to the risk that the counterparty to the transaction may not fulfill its obligation. In the case of centrally cleared swaps, counterparty risk is minimal due to protections provided by the CCP.

When-Issued Securities and Forward Commitments The Strategic Investment Fund and Income Fund may purchase or sell securities on a when-issued or forward commitment basis. These transactions are arrangements in which a Fund purchases and sells securities with payment and delivery scheduled a month or more after entering into the transaction. The price of the underlying securities and the date when these securities will be delivered and paid for are fixed at the time the transaction is negotiated. Losses may arise due to changes in the market value of the underlying securities or if the counterparty does not perform under the commitments. In connection with such purchases, a Fund maintains cash or liquid assets in an amount equal to the purchase commitments for such underlying securities until settlement date and for sales commitments a Fund maintains equivalent deliverable securities as “cover” for the transaction. Unsettled commitments are valued at the current market value of the underlying security. Daily fluctuations in the value of such commitments are recorded as unrealized gains or losses. The Funds will not enter into such commitments for the purpose of investment leverage.

Forward Foreign Currency Exchange Contracts Certain Funds may enter into forward foreign currency exchange contracts to facilitate transactions in foreign denominated securities and to manage currency exposure. Forward foreign currency exchange contracts are valued at the mean between the bid and the offered forward rates as last quoted by a recognized dealer. The aggregate principal amounts of the contracts are not recorded in a Fund’s financial statements. Such amounts appear under the caption Forward Foreign Currency Contracts in the Schedules of Investments. Fluctuations in the value of the contracts are recorded in the Statements of Assets and Liabilities as an asset (or liability) and in the Statements of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized gains or losses on foreign currency related transactions. A Fund’s risks in using these contracts include changes in the value of foreign currency or the possibility that the counterparties do not perform under the contracts’ terms. When a Fund enters into a forward foreign currency exchange contract, it is required to segregate cash or liquid securities with its custodian in an amount equal to the value of a Fund’s total assets committed to the consummation of the forward contract. If the value of the segregated securities declines, additional cash or securities are segregated so that the value of the account will equal the amount of a Fund’s commitment with respect to the contract.

Investments in Foreign Markets Investments in foreign markets involve special risks and considerations not typically associated with investing in the United States. These risks include revaluation of currencies, high rates of inflation, restrictions on repatriation of income and capital, and adverse political and economic developments. Moreover, securities issued in these markets may be less liquid, subject to government ownership controls, tariffs and taxes, subject to delays in settlements, and their prices may be more volatile.

A Fund may be subject to capital gains and repatriation taxes imposed by certain countries in which it invests. Such taxes are generally based upon income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as income and/or capital gains are earned. These foreign taxes, if any, are paid by the Funds and are reflected in the Statements of Operations, if applicable. Foreign taxes payable or deferred as of September 30, 2016, if any, are disclosed in the Funds’ Statements of Assets and Liabilities.

Investment Income Corporate actions (including cash dividends) are recorded on the ex-dividend date, net of applicable withholding taxes, except for certain foreign corporate actions which are recorded as soon after the ex-dividend date as such information becomes available. Withholding taxes on foreign dividends, if any, have been provided for in accordance with a Fund’s understanding of the applicable country’s tax rules and rates. Interest income is recorded on the accrual basis. Accretion of discounts and amortization of premiums on taxable bonds are to the call or maturity date, whichever is shorter, using the effective yield method.


122		Notes to Financial Statements

GE Institutional Funds

Notes to Financial Statements, continued — September 30, 2016

Expenses Each Fund pays a “unitary fee” to SSGA FM equivalent to the Fund’s advisory and administration fee. This fee includes any normal operating expenses payable by a Fund, except for fees paid to the Trust’s independent Trustees, distribution and shareholder servicing fees, brokerage fees and commissions and expenses that are not normal operating expenses of the Funds (such as extraordinary expenses, interest and taxes). Prior to July 1, 2016, each Fund paid this “unitary fee” to GEAM.

Federal Income Taxes The Funds intend to comply with all sections of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), applicable to regulated investment companies including the distribution of substantially all of their taxable net investment income, tax-exempt income and net realized capital gains to their shareholders. Therefore, no provision for federal income tax has been made. Each Fund is treated as a separate taxpayer for federal income tax purposes.

Security Valuation and Transactions

The Funds utilize various methods to measure the fair value of their investments on a recurring basis. GAAP establishes a framework for measuring fair value and providing related disclosures. Broadly, the framework requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. It also establishes a three-level valuation hierarchy based upon observable and non-observable inputs.

Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:

•

Level 1 — Quoted prices for identical investments in active markets.

•

Level 2 — Quoted prices for similar investments in active markets; quoted prices for identical or similar investments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

•

Level 3 — Significant inputs to the valuation model are unobservable.

Policies and procedures are maintained to value investments using the best and most relevant data available. In addition, pricing vendors are utilized to assist in valuing investments. The investment adviser performs periodic reviews of the methodologies used by independent pricing services including price validation of individual securities.

Fair Value Measurement The following section describes the valuation methodologies the Funds use to measure different financial investments at fair value.

A Fund’s portfolio securities are valued generally on the basis of market quotations. Equity securities generally are valued at the last reported sale price on the primary market in which they are traded. Portfolio securities listed on NASDAQ are valued using the NASDAQ Official Closing Price. Level 1 securities primarily include publicly-traded equity securities, which may not necessarily represent the last sales price. If no sales occurred on the exchange or NASDAQ that day, the portfolio security generally is valued using the last reported bid price. In those circumstances, the Fund typically classifies the investment securities in Level 2.

Debt securities (other than short-term securities described below) generally are valued at an evaluated bid price as reported by independent pricing services. The pricing services use various pricing models for each asset class. The inputs and assumptions to the model of the pricing services are derived from market observable sources, which may include: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids, offers and other market related data. Since many fixed income securities do not trade on a daily basis, the methodology of the pricing service may also use other available information such as benchmark curves, benchmarking of similar securities, sector groupings and matrix pricing, as applicable. Thus, certain securities may not be priced using market quotations, but rather determined from market observable information. These investments are included in Level 2 and are primarily comprised of corporate fixed income, government, mortgage and asset-backed securities. In the absence of a reliable bid price from such a pricing service, debt securities may be valued based


Notes to Financial Statements			123

GE Institutional Funds

Notes to Financial Statements, continued — September 30, 2016

on broker or dealer supplied valuations or quotations. In these infrequent circumstances, pricing services may provide the Funds with valuations that are based on significant unobservable inputs, and in those circumstances the investment securities are classified as Level 3.

A Fund may use non-binding broker or dealer quotes for valuation when there is limited or no relevant market activity for a specific investment or for other investments that share similar characteristics and a price is not provided by a pricing service or is deemed not to be reliable. The Funds have not adjusted the prices obtained. Investment securities priced using non-binding broker or dealer quotes are included in Level 3.

Investments in registered investment companies are valued at the published daily net asset value (“NAV”) and classified in Level 1.

Short-term securities of sufficient credit quality with remaining maturities of sixty days or less at the time of purchase are typically valued on the basis of amortized cost which approximates fair value and these are included in Level 2. If it is determined that amortized cost does not approximate fair value, securities may be valued based on dealer supplied valuations or quotations. In these infrequent circumstances, pricing services may provide the Funds with valuations that are based on significant unobservable inputs, and in those circumstances the investment securities are classified in Level 3.

If prices are not readily available for a portfolio security, or if it is believed that a price for a portfolio security does not represent its fair value, the security may be valued using procedures approved by the Trust’s Board of Trustees (the Board) that are designed to establish its “fair” value. These securities are typically classified in Level 3. Those procedures require that the fair value of a security be established by a valuation committee of the investment adviser. The valuation committee follows different protocols for different types of investments and circumstances. The fair value procedures may be used to value any investment of any Fund in the appropriate circumstances.

Foreign securities may be valued with the assistance of an independent fair value pricing service in circumstances where it is believed that they have been or would be materially affected by events occurring after the close of the portfolio security’s primary market and before the close of regular trading on the New York Stock Exchange. In these circumstances, the Funds classify the investment securities in Level 2. This independent fair value pricing service uses a proprietary model to identify affected securities, taking into consideration various factors, and the fair value of such securities may be something other than the last available quotation or other market price.

All assets and liabilities of the Funds initially expressed in foreign currency values will be converted into U.S. dollars at the WM/Reuters exchange rate computed at 11:00 a.m. Eastern time.

Fair value determinations generally are used for securities whose value is affected by a significant event that will materially affect the value of a security and which occurs subsequent to the time of the close of the principal market on which such security trades but prior to the calculation of a Fund’s NAV.

The value established for such a portfolio security valued other than by use of a market quotation (as described above) may be different than what would be produced through the use of market quotations or another methodology. Portfolio securities that are valued using techniques other than market quotations, including “fair valued” securities, may be subject to greater fluctuation in their value from one day to the next than would be the case if market quotations were used. In addition, there is no assurance that a Fund could sell a portfolio security for the value established for it at any time and it is possible that a Fund would incur a loss because a portfolio security is sold at a discount to its established value.

Other financial investments are derivative instruments that are not reflected in total investments, such as futures, forwards, swaps and written options contracts, which are valued based on fair value as discussed above.

The Funds use closing prices for derivatives included in Level 1, which are traded either on exchanges or liquid over-the-counter markets. Derivative assets and liabilities included in Level 2 primarily represent interest rate swaps, cross-currency swaps, credit default swaps and foreign currency and commodity forward and option contracts. Derivative assets and liabilities included in Level 3 primarily represent interest rate products that contain embedded optionality or prepayment features.

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.


124		Notes to Financial Statements

GE Institutional Funds

Notes to Financial Statements, continued — September 30, 2016

The following tables present each Fund’s investments measured at fair value on a recurring basis at September 30, 2016:


Fund	Investments	Level 1			Level 2		Level 3		Total
U.S. Equity Fund	Investments in Securities†
	Common Stock	$	578,157,789		$	—	$	—	$	578,157,789
	Short-Term Investments		8,358,418			—		—		8,358,418

	Total Investments in Securities	$	586,516,207		$	—	$	—	$	586,516,207


	Other Financial Instruments*
	Long Futures Contracts — Unrealized Depreciation	$	(904	)	$	—	$	—	$	(904	)


Fund	Investments	Level 1			Level 2		Level 3		Total
S&P 500 Index Fund	Investments in Securities†
	Common Stock	$	15,458,384		$	—	$	—	$	15,458,384
	Short-Term Investments		701,455			—		—		701,455

	Total Investments in Securities	$	16,159,839		$	—	$	—	$	16,159,839


	Other Financial Instruments*
	Long Futures Contracts — Unrealized Appreciation	$	4,441		$	—	$	—	$	4,441


Fund	Investments	Level 1			Level 2		Level 3		Total
U.S. Large-Cap Core Equity Fund	Investments in Securities†
	Common Stock	$	52,076,598		$	—	$	—	$	52,076,598
	Short-Term Investments		1,428,579			—		—		1,428,579

	Total Investments in Securities	$	53,505,177		$	—	$	—	$	53,505,177


	Other Financial Instruments*
	Long Futures Contracts — Unrealized Appreciation	$	854		$	—	$	—	$	854


Fund	Investments	Level 1			Level 2		Level 3		Total
Premier Growth Equity Fund	Investments in Securities†
	Common Stock	$	323,252,989		$	—	$	—	$	323,252,989
	Short-Term Investments		12,844,727			—		—		12,844,727

	Total Investments in Securities	$	336,097,716		$	—	$	—	$	336,097,716


	Other Financial Instruments*
	Long Futures Contracts — Unrealized Appreciation	$	22,586		$	—	$	—	$	22,586


Notes to Financial Statements			125

GE Institutional Funds

Notes to Financial Statements, continued — September 30, 2016


Fund	Investments	Level 1			Level 2			Level 3		Total
Small-Cap Equity Fund	Investments in Securities†
	Common Stock	$	1,214,471,072		$	—		$	—	$	1,214,471,072
	Short-Term Investments		68,288,206			—			—		68,288,206

	Total Investments in Securities	$	1,282,759,278		$	—		$	—	$	1,282,759,278


	Other Financial Instruments*
	Long Futures Contracts — Unrealized Appreciation	$	128,327		$	—		$	—	$	128,327


Fund	Investments	Level 1			Level 2			Level 3		Total
International Equity Fund	Investments in Securities†
	Common Stock	$	1,217,001,600		$	—		$	—	$	1,217,001,600
	Short-Term Investments		39,027,683			—			—		39,027,683

	Total Investments in Securities	$	1,256,029,283		$	—		$	—	$	1,256,029,283


	Other Financial Instruments*
	Long Futures Contracts — Unrealized Appreciation	$	17,674		$	—		$	—	$	17,674


Fund	Investments	Level 1			Level 2			Level 3		Total
Strategic Investment Fund	Investments in Securities†
	Domestic Equity	$	239,686,993		$	—		$	—	$	239,686,993
	Foreign Equity		164,130,503			—			—		164,130,503
	U.S. Treasuries		—			61,074,365			—		61,074,365
	Agency Mortgage Backed		—			54,075,963			—		54,075,963
	Agency Collateralized Mortgage Obligations		—			3,158,773			—		3,158,773
	Corporate Notes		—			104,116,681			—		104,116,681
	Non-Agency Collateralized Mortgage Obligations		—			14,681,924			—		14,681,924
	Sovereign Bonds		—			2,307,159			—		2,307,159
	Municipal Bonds and Notes		—			1,304,153			—		1,304,153
	FNMA (TBA)		—			—			1,933		1,933
	Exchange Traded Funds		47,667,802			—			—		47,667,802
	Short-Term Investments		85,905,257			—			—		85,905,257

	Total Investments in Securities	$	537,390,555		$	240,719,018		$	1,933	$	778,111,506


	Other Financial Instruments*
	Credit Default Swap Contracts — Unrealized Depreciation	$	—		$	(464,825	)	$	—	$	(464,825	)
	Long Futures Contracts — Unrealized Appreciation		133,365			—			—		133,365
	Short Futures Contracts — Unrealized Appreciation		21,403			—			—		21,403
	Short Futures Contracts — Unrealized Depreciation		(61,935	)		—			—		(61,935	)

	Total Other Financial Instruments	$	92,833		$	(464,825	)	$	—	$	(371,992	)


126		Notes to Financial Statements

GE Institutional Funds

Notes to Financial Statements, continued — September 30, 2016


Fund	Investments	Level 1			Level 2			Level 3		Total
Income Fund	Investments in Securities†
	U.S. Treasuries	$	—		$	72,710,505		$	—	$	72,710,505
	Agency Mortgage Backed		—			67,137,006			—		67,137,006
	Agency Collateralized Mortgage Obligations		—			3,831,080			—		3,831,080
	Asset Backed		—			249,757			—		249,757
	Corporate Notes		—			125,623,918			—		125,623,918
	Non-Agency Collateralized Mortgage Obligations		—			19,203,334			—		19,203,334
	Sovereign Bonds		—			2,773,846			—		2,773,846
	Municipal Bonds and Notes		—			1,958,930			—		1,958,930
	FNMA (TBA)		—			—			6,529		6,529
	Preferred Stock		348,927			—			—		348,927
	Short-Term Investments		29,678,865			—			—		29,678,865

	Total Investments in Securities	$	30,027,792		$	293,488,376		$	6,529	$	323,522,697


	Other Financial Instruments*
	Credit Default Swap Contracts — Unrealized Depreciation	$	—		$	(568,740	)	$	—	$	(568,740	)
	Long Futures Contracts — Unrealized Appreciation		8,820			—			—		8,820
	Long Futures Contracts — Unrealized Depreciation		(39,770	)		—			—		(39,770	)
	Short Futures Contracts — Unrealized Appreciation		38,434			—			—		38,434

	Total Other Financial Instruments	$	7,484		$	(568,740	)	$	—	$	(561,256	)

†

See Schedules of Investments for Industry Classification.

Other financial instruments include derivative instruments such as futures contracts and credit default swaps. Amounts shown represent unrealized appreciation (depreciation), at period end.

There were no significant transfers between fair value levels during the period. Transfers between fair value levels are recognized at the beginning of the period.

Level 3 investments at the beginning and/or end of the period in relation to net assets were not significant and, accordingly, a reconciliation of Level 3 assets for the fiscal year ended September 30, 2016 is not presented.

Derivatives Disclosure

Shown below are the derivative contracts entered into by each Fund, summarized by primary risk exposure as they appear on the Statements of Assets and Liabilities, none of which are accounted for as hedging instruments under FASB ASC No. 815 Derivatives and Hedging (“ASC 815”) as of September 30, 2016.

Asset Derivatives September 30, 2016

Liability Derivatives September 30, 2016

Derivatives not accounted for as
hedging instruments under ASC 815

Location in the Statements
of Assets and Liabilities

Fair
Value ($)

Location in the Statements
of Assets and Liabilities

Fair
Value ($)

U.S. Equity Fund

Equity Contracts

Assets, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures

—

Liabilities, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures

(904

S&P 500 Index Fund

Equity Contracts

Assets, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures

4,441

Liabilities, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures

—


Notes to Financial Statements			127

GE Institutional Funds

Notes to Financial Statements, continued — September 30, 2016

Asset Derivatives September 30, 2016

Liability Derivatives September 30, 2016

Derivatives not accounted for as
hedging instruments under ASC 815

Location in the Statements
of Assets and Liabilities

Fair
Value ($)

Location in the Statements
of Assets and Liabilities

Fair
Value ($)

U.S. Large-Cap Core Equity Fund

Equity Contracts

Assets, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures

854

Liabilities, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures

—

Premier Growth Equity Fund

Equity Contracts

Assets, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures

22,586

Liabilities, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures

—

Small-Cap Equity Fund

Equity Contracts

Assets, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures

128,327

Liabilities, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures

—

International Equity Fund

Equity Contracts

Assets, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures

17,674

Liabilities, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures

—

Strategic Investment Fund

Equity Contracts

Assets, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures

126,081

Liabilities, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures

(61,935

Interest Rate Contracts

Assets, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures

28,687

Liabilities, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures

—

Credit Risk Contracts

Assets, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Swap Contracts

—

Liabilities, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Swap Contracts

(464,825

Income Fund

Interest Rate Contracts

Assets, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures

47,254

Liabilities, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Futures

(39,770

Credit Risk Contracts

Assets, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Swap Contracts

—

Liabilities, Net Assets — Net Unrealized Appreciation/ (Depreciation) on Swap Contracts

(568,740

Includes cumulative unrealized appreciation/(depreciation) of futures and credit default swap contracts as reported in the Schedules of Investments and within the components of the net assets section of the Statement of Assets and Liabilities. Only the current day’s variation margin is reported within the Assets and/or Liabilities section on the Statement of Assets and Liabilities.


128		Notes to Financial Statements

GE Institutional Funds

Notes to Financial Statements, continued — September 30, 2016

Shown below are the effects of derivative instruments on each Fund’s Statement of Operations, summarized by primary risk exposure, none of which are accounted for as hedging instruments under ASC 815.

Derivatives not accounted
for as hedging instruments
under ASC 815

Location in the Statements of Operations

Total Notional
Amount of
Futures Contracts
Purchased/(Sold) ($)

Realized Gain (Loss)
on Derivatives
Recognized in
Income ($)

Change in
Unrealized
Appreciation
(Depreciation)
on Derivatives
Recognized
in Income ($)

Realized
Gain/(Loss)

Unrealized
Gain/(Loss)

U.S. Equity Fund

Equity Contracts

Realized gain (loss) on Futures, Increase (decrease) in unrealized appreciation/ (depreciation) on Futures

100,780,327/

(98,383,121)

(557,747

)

200,347

S&P 500 Index Fund

Equity Contracts

Realized gain (loss) on Futures, Increase (decrease) in unrealized appreciation/ (depreciation) on Futures

5,881,633/

(6,690,181)

82,126

50,884

U.S. Large-Cap Core Equity Fund

Equity Contracts

Realized gain (loss) on Futures, Increase (decrease) in unrealized appreciation/ (depreciation) on Futures

15,500,346/

(16,697,076)

123,949

(4,592

)

Premier Growth Equity Fund

Equity Contracts

Realized gain (loss) on Futures, Increase (decrease) in unrealized appreciation/ (depreciation) on Futures

80,119,948/

(74,873,165)

1,013,067

(41,804

)

Small-Cap Equity Fund

Equity Contracts

Realized gain (loss) on Futures, Increase (decrease) in unrealized appreciation/ (depreciation) on Futures

245,944,691/

(242,090,286)

2,094,826

958,595

International Equity Fund

Equity Contracts

Realized gain (loss) on Futures, Increase (decrease) in unrealized appreciation/ (depreciation) on Futures

194,473,556/

(191,627,814)

6,389,767

327,733

Strategic Investment Fund

Equity Contracts

Realized gain (loss) on Futures, Increase (decrease) in unrealized appreciation/ (depreciation) on Futures

273,736,522/

(280,428,320)

1,940,704

248,019

Interest Rate Contracts

Realized gain/(loss) on futures, Increase/(decrease) in unrealized appreciation/ (depreciation) on Futures

770,323,355/

(756,129,941)

(733,484

)

251,469

Credit Risk Contracts

Realized gain/(loss) on credit default swaps Increase/ (decrease) in unrealized appreciation/(depreciation) on swap contracts

—/—

(171,228

)

(264,050

)

Income Fund

Interest Rate Contracts

Realized gain/(loss) on futures, Increase/(decrease) in unrealized appreciation/ (depreciation) on Futures

1,000,428,174/

990,482,039

(456,598

)

362,641

Credit Risk Contracts

Realized gain/(loss) on credit default swaps Increase/ (decrease) in unrealized appreciation/(depreciation) on swap contracts

—/—

(218,652

)

(331,496

)


Notes to Financial Statements			129

GE Institutional Funds

Notes to Financial Statements, continued — September 30, 2016

During the fiscal year ended September 30, 2016, the Funds had an average notional value of long and short futures contracts as shown below. The Strategic Investment Fund and Income Fund had average notional values of $10,546,535 and $13,443,658 on credit default swaps, respectively. Please refer to the table following the Portfolio of Investments for open credit default swaps and futures contracts at September 30, 2016.


Fund	Long Contracts		Short Contracts
U.S. Equity Fund		6,429,764		442,096
S&P 500 Index Fund		847,828		—
U.S. Large-Cap Core Equity Fund		1,110,852		—
Premier Growth Equity Fund		1,973,209		830,739
Small-Cap Equity Fund		19,515,046		—
International Equity Fund		8,065,308		2,879,776
Strategic Investment Fund		44,342,407		36,165,124
Income Fund		28,338,213		33,381,974

Line of Credit

Prior to July 1, 2016, the Trust (excluding the S&P 500 Index Fund) shared a revolving credit facility of up to $150 million with a number of its affiliates. The credit facility was with the Trust’s custodian bank, State Street Bank and Trust Company (“State Street”). The revolving credit facility required the payment of a commitment fee equal to 0.20% per annum on the daily unused portion of the credit facility, payable quarterly. The portion borne by each Fund generally was borne proportionally based upon net assets. Generally, borrowings under the credit facility would accrue interest at the higher of the 1-Month LIBOR plus 1.25% and the Overnight Federal Funds Rate plus 1.25% and would be borne by the borrowing Fund. The maximum amount allowed to be borrowed by any one Fund was the lesser of (i) 33.33% of its total assets or (ii) 20% of its net assets. The revolving credit facility with State Street was terminated effective June 30, 2016.

Effective July 1, 2016, the Trust and other affiliated funds (each, a “Participant” and collectively, the “Participants”) share in a $360 million revolving credit facility provided by a syndication of banks. The current agreement expires in October 2017 unless extended or renewed. Participants may borrow up to $360 million at any time outstanding, subject to asset coverage and other limitations as specified under separate agreements. The Participants were charged an annual commitment fee of 0.12% (0.15% commencing October 13, 2016) per annum, which is calculated based on the daily unused portion of the shared credit line. Commitment fees are allocated among each of the Participants based on relative net assets. Commitment fees are paid by the Adviser and included in the “unitary fee” paid by the Funds. A Participant incurs and pays the interest expense related to its borrowing. Prior to October 13, 2016, interest was calculated at a rate per annum equal to the sum of the New York Fed Bank Rate plus 1%. Effective October 13, 2016, interest is calculated at a rate per annum equal to the higher of the New York Fed Bank Rate or LIBOR plus 1%. Neither credit facility was utilized by the Trust during the fiscal year ended September 30, 2016. The maximum amount allowed to be borrowed by any one Fund is the lesser of (i) 33.33% of its total assets or (ii) 20% of its net assets.

Fees and Compensation Paid to Affiliates

SSGA FM, a registered investment adviser, was retained by the Trust’s Board effective July 1, 2016 to act as investment adviser and administrator of each Fund. SSGA FM’s compensation for investment advisory and administrative services (“Management Fee”) is paid monthly based on the average daily net assets of each Fund. The Management Fee is stated in the following schedule:


Fund	Average Daily Net Assets of Fund	Management Fee
U.S. Equity Fund	First $25 million		0.55	%
U.S. Large-Cap Core Equity Fund	Next $25 million		0.45	%
Premier Growth Equity Fund	Over $50 million		0.35	%

S&P 500 Index Fund	All assets		0.15	%


130		Notes to Financial Statements

GE Institutional Funds

Notes to Financial Statements, continued — September 30, 2016


Fund	Average Daily Net Assets of Fund	Management Fee
Small-Cap Equity Fund	First $250 million		0.95	%
	Next $250 million		0.90	%
	Over $500 million		0.85	%

International Equity Fund	First $25 million		0.75	%
	Next $50 million		0.65	%
	Over $75 million		0.55	%

Strategic Investment Fund	First $25 million		0.45	%
	Next $25 million		0.40	%
	Over $50 million		0.35	%

Income Fund	First $25 million		0.35	%
	Next $25 million		0.30	%
	Next $50 million		0.25	%
	Over $100 million		0.20	%

Prior to July 1, 2016, GEAM served as each Fund’s investment adviser and administrator and each Fund paid GEAM a Management Fee as stated in the following schedule:


Fund	Average Daily Net Assets of Fund	Management Fee
U.S. Equity Fund	First $25 million		0.55	%
U.S. Large-Cap Core Equity Fund	Next $25 million		0.45	%
Premier Growth Equity Fund	Over $50 million		0.35	%

S&P 500 Index Fund	All assets		0.15	%

Small-Cap Equity Fund	First $250 million		0.95	%
	Next $250 million		0.90	%
	Over $500 million		0.85	%

International Equity Fund	First $25 million		0.75	%
	Next $50 million		0.65	%
	Over $75 million		0.55	%

Strategic Investment Fund	First $25 million		0.45	%
	Next $25 million		0.40	%
	Over $50 million		0.35	%

Income Fund	First $25 million		0.35	%
	Next $25 million		0.30	%
	Next $50 million		0.25	%
	Over $100 million		0.20	%

Distribution and Shareholder Servicing Fees The Funds have adopted a Shareholder Servicing and Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act with respect to the Service Class shares of each Fund. Each Fund pays State Street Global Markets, LLC, the Funds’ principal underwriter effective July 1, 2016, a monthly fee for distribution and/or shareholder services provided, at an annual rate of 0.25% of the average daily net assets of such Fund attributable to the Service Class shares. Prior to July 1, 2016, GE Investment Distributors, Inc. (“GEID”), a wholly-owned subsidiary of GEAM, served as the Funds’ principal underwriter and the Funds paid GEID a monthly fee for distribution and/or shareholder


Notes to Financial Statements			131

GE Institutional Funds

Notes to Financial Statements, continued — September 30, 2016

services provided, at an annual rate of 0.25% of the average daily net assets of such Fund attributable to the Service Class shares. Currently, Investment Class shares are not subject to a 12b-1 fee.

Trustee Compensation The Funds pay no compensation to their Trustees who are officers or employees of SSGA FM or its affiliates. Trustees who are not such officers or employees also serve in a similar capacity for other funds advised by SSGA FM. Compensation paid to independent Trustees is reflected on the Statements of Operations. These fees are allocated pro rata across funds and share classes served by the Trustees and are based upon the relative net assets of each fund. Prior to July 1, 2016, the Trustees who were officers or employees of GEAM received no compensation from the Funds. (For additional information about Trustees’ compensation please refer to the Funds’ Statement of Additional Information).

Sub-Advisory Fees

For certain Funds that have retained sub-advisers to manage all or a portion of the respective Fund’s assets, SSGA FM pays each sub-adviser an investment sub-advisory fee out of the Management Fee that it receives from the respective Fund. The investment sub-advisory fee is paid by SSGA FM monthly and is based upon the average daily net assets of the respective Fund’s assets that are allocated to and managed by the sub-adviser. Each such sub-adviser is responsible for the day-to-day management of those assets of the Fund that are allocated to the sub-adviser, including the responsibility for making decisions to buy, sell or hold a particular security with respect to those assets. For their services as sub-advisers to the Small-Cap Equity Fund, SSGA FM pays an investment sub-advisory fee to each of Palisade Capital Management, L.L.C., Champlain Investment Partners, LLC, GlobeFlex Capital, L.P., SouthernSun Asset Management, LLC and Kennedy Capital Management, Inc. Prior to July 1, 2016, SSGA FM served as the sub-adviser to the S&P 500 Index Fund and was paid a monthly investment sub-advisory fee by the investment adviser based upon the average daily net assets of the S&P 500 Index Fund.

Investment Transactions

Purchases and Sales of Securities The cost of purchases and the proceeds from sales of investments, other than short-term securities, for the fiscal year ended September 30, 2016, were as follows:


	U.S. Government Securities				Other Securities
Fund	Purchases		Sales		Purchases		Sales
U.S. Equity Fund	$	—	$	—	$	256,180,825	$	342,077,758
S&P 500 Index Fund		—		—		2,313,575		15,034,894
U.S. Large-Cap Core Equity Fund		—		—		30,595,481		45,517,218
Premier Growth Equity Fund		—		—		69,527,204		127,133,195
Small-Cap Equity Fund		—		—		378,107,555		467,716,504
International Equity Fund		—		—		413,726,339		494,835,536
Strategic Investment Fund		473,407,570		468,749,305		267,390,731		296,257,591
Income Fund		527,677,465		512,921,659		100,660,638		116,186,868

Affiliated Investments The Funds may invest in affiliated funds, or entities deemed to be affiliates as a result of the Funds owning more than five percent of the entity’s voting securities or outstanding shares. Amounts relating to these transactions during the fiscal year ended September 30, 2016 are disclosed in the Schedules of Investments.

Income Taxes

The Funds are subject to ASC 740, Income Taxes (“ASC 740”). ASC 740 provides guidance for financial accounting and reporting for the effects of income taxes that result from an entity’s activities during the year. ASC 740 also provides guidance regarding how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires evaluation of tax positions taken or expected to be taken in the course of preparing each Fund’s tax returns to determine whether the tax positions are “more likely than not” of being sustained by the applicable tax authority. There are no adjustments to any Fund’s net assets required under ASC 740. Each Fund’s 2012, 2013, 2014 and 2015 fiscal year tax returns are still open to examination by the Federal and applicable state tax authorities.


132		Notes to Financial Statements

GE Institutional Funds

Notes to Financial Statements, continued — September 30, 2016

At September 30, 2016, information on the tax cost of investments and distributable earnings on a tax basis was as follows:


Fund	Cost of Investments for Tax Purposes		Gross Tax					Net Tax Appreciation/ (Depreciation)					Undistributed Income		Undistributed Accumulated Capital Gain/(Loss)			Late-Year Losses
Fund	Cost of Investments for Tax Purposes		Appreciation		Depreciation			Investments		Derivatives/ Currency			Undistributed Income		Undistributed Accumulated Capital Gain/(Loss)			Late-Year Losses

U.S. Equity Fund	$	505,597,080	$	89,627,776	$	(8,708,649	)	$	80,919,127	$	(904	)	$	6,822,971	$	25,711,381		$	—
S&P 500 Index Fund		13,717,144		2,899,329		(456,634	)		2,442,695		4,441			232,106		(8,735,610	)		—
U.S. Large-Cap Core Equity Fund		47,754,332		6,825,784		(1,074,939	)		5,750,845		854			715,789		931,775			—
Premier Growth Equity Fund		269,408,513		70,898,987		(4,209,784	)		66,689,203		22,586			1,728,714		26,800,868			(569,152	)
Small-Cap Equity Fund		1,050,233,517		281,622,873		(49,097,112	)		232,525,761		128,327			1,346,261		37,571,138			—
International Equity Fund		1,225,878,471		126,120,915		(95,970,103	)		30,150,812		(44,576	)		21,620,563		(220,665,993	)		—
Strategic Investment Fund		732,352,618		62,788,142		(17,029,254	)		45,758,888		(378,330	)		13,255,737		5,889,673			—
Income Fund		316,834,660		8,178,952		(1,490,915	)		6,688,037		(561,256	)		607,723		—			—

As of September 30, 2016, the following Funds have capital loss carryovers as indicated below. The capital loss carryover is available to offset future realized capital gains to the extent provided in the Internal Revenue Code and regulations thereunder. To the extent that these carryover losses are used to offset future capital gains, it is probable that the gains offset will not be distributed to shareholders.


Fund	Short Term		Long Term		Expires

S&P 500 Index Fund	$	7,532,863	$	—		9/30/2018
		1,202,747		—		9/30/2019

International Equity Fund	$	34,429,113		—		9/30/2018
		140,255,693		—		9/30/2019
		8,854,818		37,126,369		Unlimited

These amounts will be available to offset future taxable capital gains. Under the Regulated Investment Company Modernization Act of 2010, a Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future years will be required to be utilized prior to the losses incurred in pre-enactment tax years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

Fund capital loss carryovers were utilized as follows:


Fund	Amount

S&P 500 Index Fund	$	5,223,240

Any qualified late-year loss is deemed to arise on the first day of a Fund’s next tax year (if the Fund elects to defer such loss). Under this regime, generally, a Fund can elect to defer any post-October capital loss and/or any late-year ordinary loss as defined by the Internal Revenue Code.

The following Funds elected to defer qualified late-year losses for the fiscal year ended September 30, 2016 as follows:


Fund	Capital			Ordinary

Premier Growth Equity Fund	$	(569,152	)		—

Distributions to Shareholders The Income Fund declares net investment income dividends daily and pays them monthly. All other Funds declare and pay dividends from net investment income, if any, annually. All Funds declare and pay distributions annually from net realized capital gains in excess of capital loss carryforwards, if any. The character of income and gains to be distributed is determined in accordance with income tax regulations which may differ from GAAP. These differences include (but are not limited to) gains and losses on foreign currency, foreign taxes payable, investments in futures, investments in swap contracts, investments in passive foreign investment companies, losses deferred to offsetting positions, losses deferred due to wash sale transactions, investments in underlying securities and redemptions in kind.


Notes to Financial Statements			133

GE Institutional Funds

Notes to Financial Statements, continued — September 30, 2016

The tax character of distributions paid during the fiscal years ended September 30, 2016 and September 30, 2015 were as follows:


	September 30, 2016				September 30, 2015
Fund	Ordinary Income		Long Term Capital Gains		Ordinary Income		Long Term Capital Gains
U.S. Equity Fund	$	9,778,155	$	101,236,202	$	14,371,167	$	88,684,050
S&P 500 Index Fund		554,212		—		660,014		—
U.S. Large-Cap Core Equity Fund		1,330,366		11,831,993		2,468,416		14,065,417
Premier Growth Equity Fund		3,953,664		28,956,870		4,234,095		35,777,908
Small-Cap Equity Fund		2,264,662		135,524,827		11,492,443		122,138,911
International Equity Fund		20,715,844		—		42,275,022		—
Strategic Investment Fund		14,267,379		35,892,452		22,748,238		58,732,061
Income Fund		10,829,241		—		8,246,345		—

Reclassifications are made to a Fund’s capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations. These reclassifications have no impact on net investment income, realized gains or losses, or the NAV of any of the Funds. The calculation of net investment income per share in the Financial Highlights table excludes these adjustments.

The reclassifications for the fiscal year ended September 30, 2016 were as follows:


Fund	Undistributed Net Investment Income			Accumulated Net Realized Gain (Loss)			Unrealized Loss		Paid In Capital

U.S. Equity Fund	$	(317,728	)	$	317,728		$	—	$	—
S&P 500 Index Fund		(13,019	)		13,019			—		—
U.S. Large-Cap Core Equity Fund		(12,046	)		12,046			—		—
Premier Growth Equity Fund		(322,767	)		322,767			—		—
Small-Cap Equity Fund		(225,342	)		225,342			—		—
International Equity Fund		924,458			(924,458	)		—		—
Strategic Investment Fund		(456,831	)		456,831			—		—
Income Fund		(365,115	)		365,115			—		—

10.

Change in Audit Firm

KPMG LLP (“KPMG”) served as the independent registered certified public accounting firm of the Trust through its resignation as of June 30, 2016. On September 9, 2016, upon recommendation by the Audit Committee of the Trust, the Trust’s Board selected Ernst & Young LLP (“EY”) to replace KPMG as the independent public accountant for the fiscal year ended September 30, 2016.

The reports of KPMG on the financial statements for the fiscal years ended September 30, 2014 and September 30, 2015 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the Trust’s fiscal years ended September 30, 2014 and September 30, 2015 and through the period ended June 30, 2016, there were no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of KPMG would have caused them to make reference thereto in their reports on the financial statements for such years or periods.

During the Trust’s fiscal years ended September 30, 2014 and September 30, 2015 and through the period ended June 30, 2016, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K). The Funds requested and KPMG furnished a letter addressed to the Securities and Exchange Commission stating whether or not it agreed with the above statements. A copy of such letter was filed as Exhibit 77 to Form N-SAR for the period ended September 30, 2016.

During the Trust’s fiscal years ended September 30, 2014 and September 30, 2015 and through September 9, 2016, neither the Trust nor anyone on its behalf has consulted EY on items which: (i) concerned the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Trust’s financial


134		Notes to Financial Statements

GE Institutional Funds

Notes to Financial Statements, continued — September 30, 2016

statements or (ii) concerned the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulations S-K) or reportable events (as described in paragraph (a)(1)(v) of said Item 304).

11.

Subsequent Event

At a Board meeting held on June 9, 2016, the Board approved the rebranding of the Trust and each of its series portfolios in connection with the appointment of SSGA FM as investment adviser to the Funds. Effective on or about November 30, 2016, the Trust will be rebranded the “State Street Institutional Funds” and each individual Fund will change its respective name as follows:


Old Name		New Name
GE Institutional Income Fund		State Street Institutional Income Fund
GE Institutional International Equity Fund		State Street Institutional International Equity Fund
GE Institutional U.S. Large-Cap Core Equity Fund		State Street Institutional U.S. Large-Cap Core Equity Fund
GE Institutional Premier Growth Equity Fund		State Street Institutional Premier Growth Equity Fund
GE Institutional S&P 500 Index Fund		State Street Institutional S&P 500 Index Fund
GE Institutional Small-Cap Equity Fund		State Street Institutional Small-Cap Equity Fund
GE Institutional Strategic Investment Fund		State Street Institutional Strategic Investment Fund
GE Institutional U.S. Equity Fund		State Street Institutional U.S. Equity Fund


Notes to Financial Statements			135

GE Institutional Funds

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees of GE Institutional Funds:

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of GE Institutional Funds (comprising, respectively, U.S. Equity Fund, S&P 500 Index Fund, U.S. Large-Cap Core Equity Fund, Premier Growth Equity Fund, Small-Cap Equity Fund, International Equity Fund, Strategic Investment Fund and Income Fund) (collectively, the “Funds”) as of September 30, 2016, and the related statements of operations, statements of changes in net assets, and the financial highlights for the year then ended. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The statements of changes in net assets for the year ended September 30, 2015 and the financial highlights for periods ended prior to October 1, 2015 were audited by another independent registered public accounting firm whose report, dated November 20, 2015, expressed an unqualified opinion on those statements of changes in net assets and those financial highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Funds’ internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of September 30, 2016, by correspondence with the custodian, brokers and others or by other appropriate auditing procedures where replies from brokers and others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the aforementioned funds comprising GE Institutional Funds at September 30, 2016, and the results of their operations, the changes in their net assets, and the financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles.

LOGO

Boston, Massachusetts

November 21, 2016


136		Report of Independent Registered Public Accounting Firm

GE Institutional Funds

Tax Information — September 30, 2016 (Unaudited)

The following Fund intends to make an election under Internal Revenue Code Section 853. The election will allow shareholders to treat their attributable share of foreign taxes paid by the Fund to be paid by them directly. For the fiscal year ended September 30, 2016, the total amount of income received by the Fund from sources within foreign countries and possessions of the United States and the total amount of taxes paid by the Fund follows:


Fund	Total Foreign Source Income		Total Foreign Taxes Paid

International Equity Fund	$	34,203,537	$	3,249,011

For the fiscal year ended September 30, 2016, certain dividends paid by the Funds may be subject to a maximum income tax rate of 15% as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The following represent the amounts that may be considered qualified dividend income:


Fund	QDI

U.S. Equity Fund	$	11,523,917
S&P 500 Index Fund		400,284
U.S. Large-Cap Core Equity Fund		1,198,582
Premier Growth Equity Fund		4,145,198
Small-Cap Equity Fund		12,545,165
International Equity Fund		33,021,221
Strategic Investment Fund		8,869,323
Income Fund		19,077

For corporate shareholders the following represent the percentages of respective fund distributions that may be eligible for the dividends received deduction:


Fund	DRD

U.S. Equity Fund		100.00%
S&P 500 Index Fund		98.11%
U.S. Large-Cap Core Equity Fund		100.00%
Premier Growth Equity Fund		100.00%
Small-Cap Equity Fund		100.00%
Strategic Investment Fund		28.33%
Income Fund		0.21%

For the year ended September 30, 2016, the following Funds hereby designate as capital gain dividends the amounts set forth, or the amount ultimately treated as capital gain net income:


Fund	Gross Amount

U.S. Equity Fund	$	101,236,202
U.S. Large-Cap Core Equity Fund		11,831,993
Premier Growth Equity Fund		28,956,870
Small-Cap Equity Fund		135,524,827
Strategic Investment Fund		35,892,452

The amounts presented herein may differ from amounts presented elsewhere in the financial statements due to differences between tax and financial accounting principles. Please consult a tax advisor if you have any questions about Federal or State income tax laws or on how to prepare your tax returns. If you have specific questions about your Fund account, please consult your investment representative.


Tax Information			137

GE Institutional Funds

Advisory and Administration Agreement Approval (Unaudited)

Disclosure for the Board of Trustees’ Consideration of the Approval of the New Investment Advisory and Administration Agreements with SSGA Funds Management, Inc.

At a meeting of the Board of Trustees held on April 19-20, 2016 (the “Board Meeting”), the Trustees, including a majority of the Independent Trustees, who were present at the Board Meeting considered and unanimously approved an investment advisory and administration agreement (the “New Investment Advisory and Administration Agreement”) with SSGA Funds Management, Inc. (“SSGA FM” or the “Adviser”) on behalf of each Fund. In considering whether to approve the New Investment Advisory and Administration Agreement, the Trustees considered and discussed a substantial amount of information and analysis provided, at the Board’s request, by the Adviser and GE Asset Management Incorporated (“GEAM”).

Before approving the New Investment Advisory and Administration Agreement on behalf of each Fund, the Board reviewed the information provided with management of the Adviser and GEAM. The Board also reviewed a memorandum prepared by independent legal counsel discussing the legal standards for the consideration of the proposed New Investment Advisory and Administration Agreement, as well as other memoranda and information relevant to the legal standards and related considerations for a transaction such as the one between the Adviser and GEAM. The Independent Trustees discussed the New Investment Advisory and Administration Agreement in detail during private sessions in advance of, and at, the Board Meeting with their independent legal counsel at which no representatives of the Adviser or GEAM were present. The Independent Trustees and their independent legal counsel requested, and received and considered, additional information from the Adviser and GEAM prior to the Board Meeting.

Prior to and at the Board Meeting, representatives of GEAM and the Adviser explained and discussed with the Board the specific terms of the asset purchase agreement entered into on March 29, 2016 by General Electric Company (“GE”) with State Street Corporation (“SSC”) for the sale of the asset management and advisory services business conducted by GEAM, a wholly owned subsidiary of GE and the Funds’ investment adviser, and certain of its subsidiaries (the “Transaction”) and responded to questions raised by the Board. The Trustees posed questions to these representatives and engaged in significant discussions. In addition, in response to their detailed requests, the Board received from the Adviser written responses to its inquiries, which included substantial exhibits and other materials related to the Adviser’s business and the services it proposes to provide to each Fund. The Trustees took into account their multi-year experience as Trustees and particularly their consideration of the current investment advisory and administration agreements under which GEAM provides investment advisory services to the Funds (the “Existing GEAM Agreements”) in recent years.

The Board also received materials relating to the organizational structure and business of the Adviser, including materials describing changes expected as a result of the Transaction. Various information relating to the terms of the Transaction, including the goals, interests and timetable of the Adviser, was discussed as well. The Adviser also advised that no change in investment processes is anticipated as a result of the Transaction as all of the personnel of GEAM responsible for the daily management and operations of the Funds, including current officers of the Funds, were expected to become employees of SSGA FM or its affiliates and continue to serve in the same capacities upon the closing of the Transaction.

In approving the New Investment Advisory and Administration Agreement with the Adviser, the Trustees considered those factors it deemed relevant, including the factors discussed below. In its deliberations, the Board did not identify any single factor that was dispositive and each Trustee may have attributed different weights to the various factors. The Trustees evaluated the information provided to them by GEAM and the Adviser, as well as the presentations and discussions that occurred at the Board Meeting, for each Fund on a Fund-by-Fund basis, and their determinations were made separately in respect of each Fund.

The material factors and conclusions that formed the basis for the Board’s determinations to approve the New Investment Advisory and Administration Agreement with the Adviser on behalf of each Fund are as discussed below.

The Nature, Extent and Quality of Services Expected to be Provided.

The Trustees reviewed the services expected to be provided to the Funds by the Adviser. The Board considered the Adviser’s favorable attributes, including its substantial experience managing mutual funds, investment philosophy and discipline, experienced investment and trading personnel, systems and other resources, and favorable history and reputation. The Board also reviewed the extensive information provided by the Adviser related to its business, legal and regulatory affairs. This review considered the resources available to the Adviser to provide the services specified under the New Investment Advisory and


138		Advisory and Administration Agreement Approval

GE Institutional Funds

Advisory and Administration Agreement Approval (Unaudited), continued

Administration Agreement, including the supervision of the existing sub-advisers to the Small-Cap Equity Fund. Additionally, the Board considered that it is anticipated that substantially all of the portfolio managers currently managing the Funds will be joining the Adviser as part of the Transaction.

In light of the foregoing, the Board, including the Independent Trustees, concluded that the services expected to be provided by the Adviser would be satisfactory, particularly given that the same individuals who currently provide portfolio management services to the Funds as employees of GEAM are expected to continue providing such services as employees of the Adviser, benefiting the Funds by providing continuity of service following the Transaction.

Investment Performance of GEAM and the Adviser.

The Trustees considered the investment performance of GEAM and the Adviser for various periods focusing on GEAM’s and the Adviser’s investment performance with respect to registered investment companies and other accounts that have investment objectives and strategies similar to that of the Funds. The Board also engaged in detailed discussions with GEAM and the Adviser about their investment processes, focusing on the number and experience of portfolio management and supporting research personnel and GEAM’s and the Adviser’s investment style and approach employed. The Board noted that the Funds’ historical performance under the Existing GEAM Agreements was relevant as the personnel providing portfolio management services would continue to provide those services under the New Investment Advisory and Administration Agreement.

Taking these factors into consideration, the Board, including the Independent Trustees, concluded that each Fund’s performance was acceptable.

Cost of the Services to be Provided And Profits to be Realized From The Relationship with the Funds.

The Trustees considered the proposed Management Fees that would be paid to the Adviser by the Funds, as well as the fees proposed to be paid to each of the sub-advisers by the Adviser, which will reduce the net Management Fees retained by the Adviser. Representatives of the Adviser stated that the Adviser was not able to estimate profitability in a meaningful way but expected to discuss any changes in the level of profitability with the Board during the contract renewal process. The Trustees considered the renewal requirements for advisory agreements and their ability to review the Management Fees annually after the initial term of the New Investment Advisory and Administration Agreement.

Information also was presented regarding the financial condition of the Adviser for various past periods. The Trustees also considered the Adviser’s statements concerning its significant investment in supporting registered investment companies.

The Extent to Which Economies of Scale Would Be Realized as the Funds Grow and Whether Fee Levels Would Reflect Such Economies of Scale.

The Trustees considered the extent to which economies of scale would be realized as the Funds grow, and whether the proposed fee levels reflect these economies of scale for the benefit of Fund investors. The Trustees noted that the Adviser expects its distribution plans and capabilities to provide an opportunity for the Funds to experience additional growth. The Board considered that there might be some opportunities for reductions in certain fixed operating expenses that might be enjoyed by the Funds depending on the extent to which their assets increase and determined that, to the extent in the future it were determined that material economies of scale had not been shared with the Funds, the Board would seek to have those economies of scale shared with the Funds.

Comparison of Services to be Rendered and Fees to be Paid.

The Board discussed the services expected to be provided to the Funds by the Adviser, and the proposed Management Fees to be charged to the Funds for those services. The Trustees reviewed information regarding the fee and expense ratio for each Fund and comparative information with respect to similar products. They discussed that most of the Funds’ fees and expenses generally should remain within applicable peer group ranges and, therefore, the Funds generally would be charged a competitive rate in comparison to their peers. The Trustees also considered Funds’ comparatively lower historical fee structure overall relative to advisers of other comparable industry peer group funds and noted that the Funds have generally benefitted from not having a high management fee rate for most of the Funds since their inception, and that the Management Fee is not proposed to change.

In light of the foregoing, the Board, including the Independent Trustees, determined that the proposed Management Fees, considered in relation to the services to be provided to the Funds, supported the Board’s approval of the New Investment Advisory and Administration Agreement.


Advisory and Administration Agreement Approval			139

GE Institutional Funds

Advisory and Administration Agreement Approval (Unaudited), continued

Fall-Out Benefits.

The Board considered actual and potential financial benefits that the Adviser could derive from its relationship with the Funds, including the custody, fund accounting and sub-administration services being provided to the Funds by affiliates of the Adviser. The Board noted, however, that the affiliates of the Adviser had already been providing such services to the Funds pursuant to various services agreements that had been negotiated at arm’s-length prior to the Transaction, and that the Adviser would not derive any additional benefits from such services following the close of the Transaction.

Conclusion.

No single factor was determinative to the Board’s decision. Based on their discussion and such other matters as were deemed relevant, the Trustees, including the Independent Trustees, concluded that the approval of the New Investment Advisory and Administration Agreement with the Adviser was in the best interests of the Funds.


140		Advisory and Administration Agreement Approval

GE Institutional Funds

Sub-Advisory Agreement Approval (Unaudited), continued

Disclosure for the Board of Trustees’ Consideration of the Approval of New Sub-Advisory Agreements with each of Palisade Capital Management, LLC, Champlain Investment Partners, LLC, GlobeFlex Capital, L.P., Kennedy Capital Management, Inc. and SouthernSun Asset Management, LLC

At the Board Meeting, the Trustees, including a majority of the Independent Trustees, who were present at the Board Meeting considered and unanimously approved the new sub-advisory agreements (each, a “New Sub-Advisory Agreement”) between SSGA FM and each of Palisade Capital Management, LLC, Champlain Investment Partners, LLC, GlobeFlex Capital, L.P., Kennedy Capital Management, Inc. and SouthernSun Asset Management, LLC (collectively, the “Small-Cap Equity Fund Sub-Advisers”). The Trustees noted that they had previously considered and approved the current sub-advisory agreements between GEAM and each Small-Cap Equity Fund Sub-Adviser (each, an “Existing Sub-Advisory Agreement”) at meetings held on December 16 and 18, 2015. For that reason, the Trustees focused on information with respect to those Small-Cap Equity Fund Sub-Advisers that had changed since that prior approval, but otherwise relied in part on their prior determinations, consideration and analysis.

In advance of the Board Meeting, the Board received materials from GEAM, the Adviser and each of the Small-Cap Equity Fund Sub-Advisers, and had the opportunity to ask questions and request additional information in connection with its consideration. The materials detailed, among other things, information about each of the Small-Cap Equity Fund Sub-Advisers and its professional staff, the Small-Cap Equity Fund Sub-Advisers’ experience, expertise and historical performance in managing similar funds and in servicing institutional clients.

In approving the New Sub-Advisory Agreements with each of the Small-Cap Equity Fund Sub-Advisers, the Trustees considered those factors they deemed relevant, including the nature, quality and extent of services expected to be provided by Small-Cap Equity Fund Sub-Advisers. In its deliberations, the Board did not identify any single factor that was dispositive and each Trustee may have attributed different weights to the various factors. The Trustees evaluated this information and all other information made available to them by GEAM, the Adviser and the Small-Cap Equity Fund Sub-Advisers, as well as the presentations and discussions that occurred at the Board Meeting.

The material factors and conclusions that formed the basis for the Board’s determinations to approve the Small-Cap Equity Fund’s New Sub-Advisory Agreements with the Small-Cap Equity Fund Sub-Advisers are as discussed below.

The Nature, Extent and Quality of Services Expected to be Provided.

The Trustees reviewed the services expected to be provided to the Small-Cap Equity Fund by the Small-Cap Equity Fund Sub-Advisers under the New Sub-Advisory Agreements. The Board noted that as a result of the Transaction, there was not expected to be any material changes in the nature, extent or quality of the sub-advisory services currently provided by the Small-Cap Equity Fund Sub-Advisers, or in the portfolio management of the Small-Cap Equity Fund. The Board focused on its experiences with each Small-Cap Equity Fund Sub-Adviser in connection with its prior and current service as sub-adviser to the Small-Cap Equity Fund. The Board considered each Small-Cap Equity Fund Sub-Adviser’s attributes relating to its investment philosophy oriented toward long-term performance, its process for selecting investments, and its experienced professionals, including research analysts and portfolio managers with experience involving small-cap equity securities, access to significant technological resources and a favorable history and reputation. The Board also considered the review process undertaken by the Adviser and the Adviser’s favorable assessment of the nature and quality of the investment sub-advisory services provided and expected to be provided to the Small-Cap Equity Fund by the Small-Cap Equity Fund Sub-Advisers after consummation of the Transaction.

In light of the foregoing, the Board, including the Independent Trustees, concluded that the breadth and quality of services provided by each of the Small-Cap Equity Fund Sub-Advisers was expected to continue to be satisfactory.

Investment Performance of the Small-Cap Equity Fund Sub-Advisers.

The Trustees considered the investment performance of the Small-Cap Equity Fund for various periods. The Trustees reviewed detailed information provided by the Small-Cap Equity Fund Sub-Advisers comparing their performance to that of relevant securities indices and peer groupings over these periods, at the Meeting as well as the annual contract renewal meetings held on December 16 and 18, 2015. On this basis, the Board, including the Independent Trustees, concluded that each Small-Cap Equity Fund Sub-Adviser’s historical performance record in managing its allocated portion of the Small-Cap Equity Fund’s investment portfolio, when viewed together with the other factors considered by the Board, supported a decision to approve New Sub-Advisory Agreements.


Sub-Advisory Agreement Approval			141

GE Institutional Funds

Sub-Advisory Agreement Approval (Unaudited), continued

Cost of the Services to be Provided to the Small-Cap Equity Fund.

The Board considered the proposed fees payable under the New Sub-Advisory Agreements, noting that the fees would be paid by the Adviser, and not the Small-Cap Equity Fund. The Board considered that the proposed fee rates to be paid to the Small-Cap Equity Fund Sub-Advisers by the Adviser under the New Sub-Advisory Agreements were the same as the fee rates paid under the Existing Sub-Advisory Agreements with the Small-Cap Equity Fund Sub-Advisers and have been negotiated at arm’s-length. The Board concluded that the fees payable to each of the Small-Cap Equity Fund Sub-Advisers by the Adviser under the New Sub-Advisory Agreements, with respect to the assets to be allocated to each Small-Cap Equity Fund Sub-Adviser, were reasonable and appropriate.

In addition, the Board recognized that, because the fee rates payable to the Small-Cap Equity Fund Sub-Advisers were the same as the fee rates paid under the Existing Sub-Advisory Agreements and would be paid by the Adviser, an analysis of profitability was more appropriate in the context of the Board’s consideration of the Small-Cap Equity Fund’s New Investment Advisory and Administration Agreement with the Adviser. Accordingly, considerations of profitability with respect to approval of the New Sub-Advisory Agreements with the Small-Cap Equity Fund Sub-Advisers were not relevant to the Board’s determination to approve such agreements.

The Extent to Which Economies of Scale Would be Realized as the Fund Grows and Whether Fee Levels Would Reflect Such Economies of Scale.

The Trustees considered the extent to which economies of scale would be realized as the Small-Cap Equity Fund grows, and whether fee levels reflect these economies of scale for the benefit of Small-Cap Equity Fund investors. The Board recognized that this consideration is less relevant with respect to the proposed sub-advisory fees, because the Adviser will pay Small-Cap Equity Fund Sub-Advisers out of its advisory fees received from the Small-Cap Equity Fund, and noted that the Board considered economies of scale for the Small-Cap Equity Fund in connection with the Small-Cap Equity Fund’s New Investment Advisory and Administration Agreement with the Adviser. The Board also recognized the benefits to the Small-Cap Equity Fund of being able to leverage a favorable cost structure achieved with respect to the Small-Cap Equity Fund’s other operating expenses as a result of the Adviser’s large overall base of assets under management.

Comparison of Services to be Rendered and Fees to be Paid.

The Board reviewed and discussed the services expected to be provided to the Small-Cap Equity Fund by each of the Small-Cap Equity Fund Sub-Advisers, and the proposed fee rates to be charged to the Adviser for those services. The Trustees noted that they had reviewed the comparative fee information provided by each of the Small-Cap Equity Fund Sub-Advisers at the December 16 and 18, 2015 board meetings with respect to comparable mutual fund or other client accounts managed by each of the Small-Cap Equity Fund Sub-Advisers.

The Board, including the Independent Trustees, concluded that, based on this information, the proposed sub-advisory fees were reasonable in relation to the services expected to be provided to the Small-Cap Equity Fund.

Fall-Out Benefits.

The Board considered that there may be financial benefits that Small-Cap Equity Fund Sub-Advisers may derive from their relationships with the Adviser and the Small-Cap Equity Fund, including soft dollar commission benefits generated through the Small-Cap Equity Fund portfolio transactions. The Board noted, however, that the Small-Cap Equity Fund should benefit from the resources expected to be made available through the Small-Cap Equity Fund Sub-Advisers and that the Fund represents only a small portion of the assets managed by the Small-Cap Equity Fund Sub-Advisers.

The Board did not view this consideration as having a material effect on its overall view of the reasonableness of the proposed fees under the New Sub-Advisory Agreements.

Conclusion.

No single factor was determinative to the Board’s decision. Based on the Trustees’ discussion and such other matters as were deemed relevant, the Board, including the Independent Trustees, concluded that the New Sub-Advisory Agreements were in the best interest of the Small-Cap Equity Fund.


142		Sub-Advisory Agreement Approval

GE Institutional Funds

Special Meeting of Shareholders — Voting Results (Unaudited)

On June 22, 2016, the GE Institutional Funds (the “Trust”) held a special meeting of shareholders of the U.S. Equity Fund, U.S. Large-Cap Core Equity Fund, Premier Growth Equity Fund, Small-Cap Equity Fund, S&P 500 Index Fund, International Equity Fund, Income Fund and Strategic Investment Fund (each, a “Fund” and collectively, the “Funds”). Shareholders of record on April 22, 2016 were entitled to vote on the proposals. For each proposal, except Proposal 2, shareholders voted on a fund-by-fund basis. For Proposal 2, shareholders of all Funds voted together and not by Fund or share class. At the meeting, all proposals were approved by the respective shareholders of each Fund, and the following votes were recorded:

Proposal 1:

Approval of a new investment advisory and administration agreement with SSGA Funds Management, Inc. (“SSGA FM”), pursuant to which SSGA FM will replace GE Asset Management Incorporated (“GEAM”) as investment adviser and administrator to the Funds upon consummation of the sale of the asset management and advisory services business conducted by GEAM and certain of its subsidiaries (the “Transaction”).


U.S. Equity Fund
	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		30,443,986.000		63.793	%		99.969	%
Against		0.000		0.000	%		0.000	%
Abstain		0.000		0.000	%		0.000	%
Broker Non-Vote		9,572.000		0.020	%		0.031	%
Total		30,453,558.000		63.813	%		100.000	%

U.S. Large-Cap Core Equity Fund
	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		4,187,429.776		53.087	%		88.404	%
Against		203.000		0.002	%		0.005	%
Abstain		0.000		0.000	%		0.000	%
Broker Non-Vote		549,041.000		6.961	%		11.591	%
Total		4,736,673.776		60.050	%		100.000	%

Premier Growth Equity Fund
	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		19,047,614.204		76.501	%		87.945	%
Against		2,329,127.026		9.354	%		10.754	%
Abstain		19,839.987		0.080	%		0.091	%
Broker Non-Vote		261,961.000		1.052	%		1.210	%
Total		21,658,542.217		86.987	%		100.000	%

Small-Cap Equity Fund
	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		70,394,249.319		95.376	%		99.926	%
Against		0.000		0.000	%		0.000	%
Abstain		0.000		0.000	%		0.000	%
Broker Non-Vote		51,971.000		0.070	%		0.074	%
Total		70,446,220.319		95.446	%		100.000	%

S&P 500 Index Fund
	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		553,626.000		62.757	%		69.309	%
Against		0.000		0.000	%		0.000	%
Abstain		1.000		0.000	%		0.001	%
Broker Non-Vote		245,147.000		27.789	%		30.690	%
Total		798,774.000		90.546	%		100.000	%


Special Meeting of Shareholders — Voting Results			143

GE Institutional Funds

Special Meeting of Shareholders — Voting Results (Unaudited), continued


International Equity Fund
	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		110,562,472.383		99.074	%		99.196	%
Against		4,514.000		0.004	%		0.004	%
Abstain		5,842.000		0.005	%		0.005	%
Broker Non-Vote		885,738.000		0.794	%		0.795	%
Total		111,458,566.383		99.877	%		100.000	%

Income Fund
	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		30,427,563.000		97.800	%		99.709	%
Against		0.000		0.000	%		0.000	%
Abstain		0.000		0.000	%		0.000	%
Broker Non-Vote		88,951.000		0.286	%		0.291	%
Total		30,516,514.000		98.086	%		100.000	%

Strategic Investment Fund
	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		64,383,806.000		98.926	%		99.996	%
Against		0.000		0.000	%		0.000	%
Abstain		0.000		0.000	%		0.000	%
Broker Non-Vote		2,667.000		0.004	%		0.004	%
Total		64,386,473.000		98.930	%		100.000	%

Proposal 2:

Approval of the election of John R. Costantino, Jeanne M. La Porta, R. Sheldon Johnson and Donna M. Rapaccioli to the Board of Trustees of the Trust (the “Board”).

Trust votes:


	No. of Shares		% of Outstanding Shares			% of Shares Present
			Mr. John R. Costantino
Affirmative		334,384,210.807		92.119	%		99.979	%
Withhold		71,110.888		0.020	%		0.021	%
Total		334,455,321.695		92.139	%		100.000	%
			Ms. Jeanne M. La Porta
Affirmative		334,385,664.807		92.120	%		99.979	%
Withhold		69,656.888		0.019	%		0.021	%
Total		334,455,321.695		92.139	%		100.000	%
			Mr. R. Sheldon Johnson
Affirmative		334,384,210.807		92.119	%		99.979	%
Withhold		71,110.888		0.020	%		0.021	%
Total		334,455,321.695		92.139	%		100.000	%
			Ms. Donna M. Rapaccioli
Affirmative		334,385,664.807		92.120	%		99.979	%
Withhold		69,656.888		0.019	%		0.021	%
Total		334,455,321.695		92.139	%		100.000	%


144		Special Meeting of Shareholders — Voting Results

GE Institutional Funds

Special Meeting of Shareholders — Voting Results (Unaudited), continued

Fund votes:


U.S. Equity Fund
	No. of Shares		% of Outstanding Shares			% of Shares Present
			Mr. John R. Costantino
Affirmative		30,453,558.000		63.813	%		100.000	%
Withhold		0.000		0.000	%		0.000	%
Total		30,453,558.000		63.813	%		100.000	%
			Ms. Jeanne M. La Porta
Affirmative		30,453,558.000		63.813	%		100.000	%
Withhold		0.000		0.000	%		0.000	%
Total		30,453,558.000		63.813	%		100.000	%
			Mr. R. Sheldon Johnson
Affirmative		30,453,558.000		63.813	%		100.000	%
Withhold		0.000		0.000	%		0.000	%
Total		30,453,558.000		63.813	%		100.000	%
			Ms. Donna M. Rapaccioli
Affirmative		30,453,558.000		63.813	%		100.000	%
Withhold		0.000		0.000	%		0.000	%
Total		30,453,558.000		63.813	%		100.000	%

U.S. Large-Cap Core Equity Fund
	No. of Shares		% of Outstanding Shares			% of Shares Present
			Mr. John R. Costantino
Affirmative		4,736,673.776		60.050	%		100.000	%
Withhold		0.000		0.000	%		0.000	%
Total		4,736,673.776		60.050	%		100.000	%
			Ms. Jeanne M. La Porta
Affirmative		4,736,673.776		60.050	%		100.000	%
Withhold		0.000		0.000	%		0.000	%
Total		4,736,673.776		60.050	%		100.000	%
			Mr. R. Sheldon Johnson
Affirmative		4,736,673.776		60.050	%		100.000	%
Withhold		0.000		0.000	%		0.000	%
Total		4,736,673.776		60.050	%		100.000	%
			Ms. Donna M. Rapaccioli
Affirmative		4,736,673.776		60.050	%		100.000	%
Withhold		0.000		0.000	%		0.000	%
Total		4,736,673.776		60.050	%		100.000	%

Premier Growth Equity Fund
	No. of Shares		% of Outstanding Shares			% of Shares Present
			Mr. John R. Costantino
Affirmative		21,612,044.329		86.800	%		99.785	%
Withhold		46,497.888		0.187	%		0.215	%
Total		21,658,542.217		86.987	%		100.000	%


Special Meeting of Shareholders — Voting Results			145

GE Institutional Funds

Special Meeting of Shareholders — Voting Results (Unaudited), continued


	No. of Shares		% of Outstanding Shares			% of Shares Present
			Ms. Jeanne M. La Porta
Affirmative		21,612,044.329		86.800	%		99.785	%
Withhold		46,497.888		0.187	%		0.215	%
Total		21,658,542.217		86.987	%		100.000	%
			Mr. R. Sheldon Johnson
Affirmative		21,612,044.329		86.800	%		99.785	%
Withhold		46,497.888		0.187	%		0.215	%
Total		21,658,542.217		86.987	%		100.000	%
			Ms. Donna M. Rapaccioli
Affirmative		21,612,044.329		86.800	%		99.785	%
Withhold		46,497.888		0.187	%		0.215	%
Total		21,658,542.217		86.987	%		100.000	%

Small-Cap Equity Fund
	No. of Shares		% of Outstanding Shares			% of Shares Present
			Mr. John R. Costantino
Affirmative		70,446,220.319		95.446	%		100.000	%
Withhold		0.000		0.000	%		0.000	%
Total		70,446,220.319		95.446	%		100.000	%
			Ms. Jeanne M. La Porta
Affirmative		70,446,220.319		95.446	%		100.000	%
Withhold		0.000		0.000	%		0.000	%
Total		70,446,220.319		95.446	%		100.000	%
			Mr. R. Sheldon Johnson
Affirmative		70,446,220.319		95.446	%		100.000	%
Withhold		0.000		0.000	%		0.000	%
Total		70,446,220.319		95.446	%		100.000	%
			Ms. Donna M. Rapaccioli
Affirmative		70,446,220.319		95.446	%		100.000	%
Withhold		0.000		0.000	%		0.000	%
Total		70,446,220.319		95.446	%		100.000	%

S&P 500 Index Fund
	No. of Shares		% of Outstanding Shares			% of Shares Present
			Mr. John R. Costantino
Affirmative		798,774.000		90.546	%		100.000	%
Withhold		0.000		0.000	%		0.000	%
Total		798,774.000		90.546	%		100.000	%
			Ms. Jeanne M. La Porta
Affirmative		798,774.000		90.546	%		100.000	%
Withhold		0.000		0.000	%		0.000	%
Total		798,774.000		90.546	%		100.000	%
			Mr. R. Sheldon Johnson
Affirmative		798,774.000		90.546	%		100.000	%
Withhold		0.000		0.000	%		0.000	%
Total		798,774.000		90.546	%		100.000	%


146		Special Meeting of Shareholders — Voting Results

GE Institutional Funds

Special Meeting of Shareholders — Voting Results (Unaudited), continued


	No. of Shares		% of Outstanding Shares			% of Shares Present
			Ms. Donna M. Rapaccioli
Affirmative		798,774.000		90.546	%		100.000	%
Withhold		0.000		0.000	%		0.000	%
Total		798,774.000		90.546	%		100.000	%

International Equity Fund
	No. of Shares		% of Outstanding Shares			% of Shares Present
			Mr. John R. Costantino
Affirmative		111,433,953.383		99.855	%		99.978	%
Withhold		24,613.000		0.022	%		0.022	%
Total		111,458,566.383		99.877	%		100.000	%
			Ms. Jeanne M. La Porta
Affirmative		111,435,407.383		99.856	%		99.979	%
Withhold		23,159.000		0.021	%		0.021	%
Total		111,458,566.383		99.877	%		100.000	%
			Mr. R. Sheldon Johnson
Affirmative		111,433,953.383		99.855	%		99.978	%
Withhold		24,613.000		0.022	%		0.022	%
Total		111,458,566.383		99.877	%		100.000	%
			Ms. Donna M. Rapaccioli
Affirmative		111,435,407.383		99.856	%		99.979	%
Withhold		23,159.000		0.021	%		0.021	%
Total		111,458,566.383		99.877	%		100.000	%

Income Fund
	No. of Shares		% of Outstanding Shares			% of Shares Present
			Mr. John R. Costantino
Affirmative		30,516,514.000		98.086	%		100.000	%
Withhold		0.000		0.000	%		0.000	%
Total		30,516,514.000		98.086	%		100.000	%
			Ms. Jeanne M. La Porta
Affirmative		30,516,514.000		98.086	%		100.000	%
Withhold		0.000		0.000	%		0.000	%
Total		30,516,514.000		98.086	%		100.000	%
			Mr. R. Sheldon Johnson
Affirmative		30,516,514.000		98.086	%		100.000	%
Withhold		0.000		0.000	%		0.000	%
Total		30,516,514.000		98.086	%		100.000	%
			Ms. Donna M. Rapaccioli
Affirmative		30,516,514.000		98.086	%		100.000	%
Withhold		0.000		0.000	%		0.000	%
Total		30,516,514.000		98.086	%		100.000	%

Strategic Investment Fund
	No. of Shares		% of Outstanding Shares			% of Shares Present
			Mr. John R. Costantino
Affirmative		64,386,473.000		98.930	%		100.000	%
Withhold		0.000		0.000	%		0.000	%
Total		64,386,473.000		98.930	%		100.000	%


Special Meeting of Shareholders — Voting Results			147

GE Institutional Funds

Special Meeting of Shareholders — Voting Results (Unaudited), continued


	No. of Shares		% of Outstanding Shares			% of Shares Present
			Ms. Jeanne M. La Porta
Affirmative		64,386,473.000		98.930	%		100.000	%
Withhold		0.000		0.000	%		0.000	%
Total		64,386,473.000		98.930	%		100.000	%
			Mr. R. Sheldon Johnson
Affirmative		64,386,473.000		98.930	%		100.000	%
Withhold		0.000		0.000	%		0.000	%
Total		64,386,473.000		98.930	%		100.000	%
			Ms. Donna M. Rapaccioli
Affirmative		64,386,473.000		98.930	%		100.000	%
Withhold		0.000		0.000	%		0.000	%
Total		64,386,473.000		98.930	%		100.000	%

Proposal 3:

A. Approval of manager-of-managers authority for SSGA FM, whereby SSGA FM may, subject to approval of the Board, enter into and materially amend investment sub-advisory agreements with unaffiliated sub-advisers for a Fund without obtaining shareholder approval in each case.


U.S. Equity Fund
	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		30,443,986.000		63.793	%		99.969	%
Against		0.000		0.000	%		0.000	%
Abstain		0.000		0.000	%		0.000	%
Broker Non-Vote		9,572.000		0.020	%		0.031	%
Total		30,453,558.000		63.813	%		100.000	%

U.S. Large-Cap Core Equity Fund
	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		4,187,429.776		53.087	%		88.404	%
Against		203.000		0.002	%		0.005	%
Abstain		0.000		0.000	%		0.000	%
Broker Non-Vote		549,041.000		6.961	%		11.591	%
Total		4,736,673.776		60.050	%		100.000	%

Premier Growth Equity Fund
	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		18,058,732.204		72.529	%		83.379	%
Against		3,318,009.026		13.326	%		15.320	%
Abstain		19,839.987		0.080	%		0.091	%
Broker Non-Vote		261,961.000		1.052	%		1.210	%
Total		21,658,542.217		86.987	%		100.000	%

Small-Cap Equity Fund
	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		70,394,249.319		95.376	%		99.926	%
Against		0.000		0.000	%		0.000	%
Abstain		0.000		0.000	%		0.000	%
Broker Non-Vote		51,971.000		0.070	%		0.074	%
Total		70,446,220.319		95.446	%		100.000	%


148		Special Meeting of Shareholders — Voting Results

GE Institutional Funds

Special Meeting of Shareholders — Voting Results (Unaudited), continued


S&P 500 Index Fund
	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		553,626.000		62.757	%		69.309	%
Against		0.000		0.000	%		0.000	%
Abstain		1.000		0.000	%		0.001	%
Broker Non-Vote		245,147.000		27.789	%		30.690	%
Total		798,774.000		90.546	%		100.000	%

International Equity Fund
	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		110,561,535.383		99.073	%		99.195	%
Against		5,260.000		0.005	%		0.005	%
Abstain		6,033.000		0.005	%		0.005	%
Broker Non-Vote		885,738.000		0.794	%		0.795	%
Total		111,458,566.383		99.877	%		100.000	%

Income Fund
	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		30,427,563.000		97.800	%		99.709	%
Against		0.000		0.000	%		0.000	%
Abstain		0.000		0.000	%		0.000	%
Broker Non-Vote		88,951.000		0.286	%		0.291	%
Total		30,516,514.000		98.086	%		100.000	%

Strategic Investment Fund
	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		64,383,806.000		98.926	%		99.996	%
Against		0.000		0.000	%		0.000	%
Abstain		0.000		0.000	%		0.000	%
Broker Non-Vote		2,667.000		0.004	%		0.004	%
Total		64,386,473.000		98.930	%		100.000	%

(Small-Cap Equity Fund Only):

B. Approval of an investment sub-advisory agreement for the Small-Cap Equity Fund between SSGA FM and Palisade Capital Management, LLC. (“Palisade”), pursuant to which the sub-advisory arrangement with Palisade will continue subsequent to the termination of Palisade’s current sub-advisory agreement with respect to the Small-Cap Equity Fund as a result of the Transaction.


	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		70,394,249.319		95.376	%		99.926	%
Against		0.000		0.000	%		0.000	%
Abstain		0.000		0.000	%		0.000	%
Broker Non-Vote		51,971.000		0.070	%		0.074	%
Total		70,446,220.319		95.446	%		100.000	%

C. Approval of an investment sub-advisory agreement for the Small-Cap Equity Fund between SSGA FM and Champlain Investment Partners, LLC. (“Champlain”), pursuant to which the sub-advisory arrangement with Champlain will continue subsequent to the termination of Champlain’s current sub-advisory agreement with respect to the Small-Cap Equity Fund as a result of the Transaction.


Special Meeting of Shareholders — Voting Results			149

GE Institutional Funds

Special Meeting of Shareholders — Voting Results (Unaudited), continued


	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		70,394,249.319		95.376	%		99.926	%
Against		0.000		0.000	%		0.000	%
Abstain		0.000		0.000	%		0.000	%
Broker Non-Vote		51,971.000		0.070	%		0.074	%
Total		70,446,220.319		95.446	%		100.000	%

D. Approval of an investment sub-advisory agreement for the Small-Cap Equity Fund between SSGA FM and GlobeFlex Capital, L.P. (“GlobeFlex”), pursuant to which the sub-advisory arrangement with GlobeFlex will continue subsequent to the termination of GlobeFlex’s current sub-advisory agreement with respect to the Small-Cap Equity Fund as a result of the Transaction.


	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		70,394,249.319		95.376	%		99.926	%
Against		0.000		0.000	%		0.000	%
Abstain		0.000		0.000	%		0.000	%
Broker Non-Vote		51,971.000		0.070	%		0.074	%
Total		70,446,220.319		95.446	%		100.000	%

E. Approval of an investment sub-advisory agreement for the Small-Cap Equity Fund between SSGA FM and Kennedy Capital Management, Inc. (“Kennedy”), pursuant to which the sub-advisory arrangement with Kennedy will continue subsequent to the termination of Kennedy’s current sub-advisory agreement with respect to the Small-Cap Equity Fund as a result of the Transaction.


	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		70,394,249.319		95.376	%		99.926	%
Against		0.000		0.000	%		0.000	%
Abstain		0.000		0.000	%		0.000	%
Broker Non-Vote		51,971.000		0.070	%		0.074	%
Total		70,446,220.319		95.446	%		100.000	%

F. Approval of an investment sub-advisory agreement for the Small-Cap Equity Fund between SSGA FM and SouthernSun Asset Management LLC. (“SouthernSun”), pursuant to which the sub-advisory arrangement with SouthernSun will continue subsequent to the termination of SouthernSun’s current sub-advisory agreement with respect to the Small-Cap Equity Fund as a result of the Transaction.


	No. of Shares		% of Outstanding Shares			% of Shares Present
Affirmative		70,394,249.319		95.376	%		99.926	%
Against		0.000		0.000	%		0.000	%
Abstain		0.000		0.000	%		0.000	%
Broker Non-Vote		51,971.000		0.070	%		0.074	%
Total		70,446,220.319		95.446	%		100.000	%


150		Special Meeting of Shareholders — Voting Results

GE Institutional Funds

Additional Information — September 30, 2016 (Unaudited)

Information about Directors and Executive Officers:

The business and affairs of the Funds are managed under the direction of the Funds’ Board of Trustees. Information pertaining to the Trustees and Officers of the Funds is set forth below. Matthew J. Simpson resigned as a Trustee of the Funds effective June 30, 2016.

Name,
Address,
and Age

Position(s) Held
with Fund

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During Past 5 Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other Directorships

Held by Trustee

INTERESTED TRUSTEES AND EXECUTIVE OFFICERS

Jeanne M. La Porta

c/o SSGA FM

1600 Summer St.

Stamford, CT 06905

Age 51

Trustee and President

Until successor is elected and qualified – 2 years

Senior Managing Director at State Street Global Advisors since July 2016; President of GE Retirement Savings Plan Funds since July 2016; Senior Vice President and Commercial Operations Leader at GEAM from March 2014 to July 2016; President of GE Institutional Funds and GE Investments Funds, Inc. since April 2014; President and Trustee of GEAM’s UCITs Funds from March 2014 to November 2014; Senior Vice President and Commercial Administrative Officer at GEAM from April 2010 to March 2014; Vice President of GE Institutional Funds since July 2003; Vice President of Elfun Funds since October 2003; Vice President of GE Retirement Savings Plan Funds from October 2003 to July 2016; Secretary of GE Funds from July 2007 to September 2010 and Vice President from July 2007 to February 2011; Senior Vice President and Deputy General Counsel of GEAM from October 2007 to April 2010; Vice President and Assistant Secretary of Elfun Funds and GE Retirement Savings Plan Funds from July 2003 to June 2010; and Vice President and Associate General Counsel – Marketing and Client Services (formerly Asset Management Services) at GEAM from May 1997 to October 2007.

Director and President of GE Investments Funds, Inc. since 2014; Trustee of Elfun Funds since 2014.


Additional Information			151

GE Institutional Funds

Additional Information, continued — September 30, 2016 (Unaudited)

Name,
Address,
and Age

Position(s) Held
with Fund

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During Past 5 Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other Directorships

Held by Trustee

INTERESTED TRUSTEES AND EXECUTIVE OFFICERS (continued)

JoonWon Choe

c/o SSGA FM

1600 Summer St.

Stamford, CT 06905

Age 47

Vice President & Secretary

Until successor is elected and qualified – 6 years

Managing Director and Managing Counsel at State Street Global Advisors since July 2016; Senior Vice President and Deputy General Counsel at GEAM from March 2011 to July 2016; Vice President and Secretary of GE Institutional Funds since September 2010; Vice President and Assistant Secretary of GE Retirement Savings Plan Funds since September 2010; Vice President and Assistant Secretary of Elfun Funds from September 2010 to July 2016; Senior Vice President and Associate General Counsel at GEAM from June 2010 to March 2011; Vice President and Associate General Counsel of GEAM from November 2005 to June 2010; and Vice President and Secretary of GE Funds from September 2010 to February 2011.

N/A

Robert Herlihy

c/o SSGA FM

1600 Summer St.

Stamford, CT 06905

Age 49

Chief Compliance Officer

Until successor is elected and qualified – 11 years

Managing Director at State Street Global Advisors since July 2016; Deputy Chief Compliance Officer of Elfun Funds since July 2016; Chief Compliance Officer of GE Institutional Funds and GE Retirement Savings Plan Funds since July 2005; Chief Compliance Officer of GEAM and Elfun Funds from July 2005 to July 2016; Chief Compliance Officer of GE Funds from July 2005 to February 2011; and Manager of Fund Administration at GEAM from 2002-2005.

N/A

Arthur A. Jensen

c/o SSGA FM

1600 Summer St.

Stamford, CT 06905

Age 50

Treasurer

Until successor is elected and qualified – 5 years

Vice President at State Street Global Advisors since July 2016; Deputy Treasurer of Elfun Funds since July 2016; Treasurer of GE Institutional Funds and GE Retirement Savings Plan Funds since June 2011; Treasurer of Elfun Funds from June 2011 to July 2016; Mutual Funds Controller of GEAM from April 2011 to July 2016; Senior Vice President at Citigroup from 2008 to 2010; and Vice President at JPMorgan from 2005 to 2008.

N/A


152		Additional Information

GE Institutional Funds

Additional Information, continued — September 30, 2016 (Unaudited)

Name,
Address,
and Age

Position(s) Held
with Fund

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During Past 5 Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other Directorships

Held by Trustee

INTERESTED TRUSTEES AND EXECUTIVE OFFICERS (continued)

Brian Harris

SSGA FM

State Street Financial Center

One Lincoln Street

Boston, MA 02111-2900

Age 43

Deputy Chief Compliance Officer

Until successor is elected and qualified – less than 1 year

Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (June 2013 – present)*; Senior Vice President and Global Head of Investment Compliance, BofA Global Capital Management (2010-2013); Director of Compliance, AARP Financial Inc. (2008-2010).

N/A

Bruce S. Rosenberg

SSGA FM

State Street Financial Center

One Lincoln Street

Boston, MA 02111-2900

Age 55

Assistant Treasurer

Until successor is elected and qualified – less than 1 year

Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (July 2015 – present); Director, Credit Suisse (April 2008 – July 2015).

N/A

Ann M. Carpenter

SSGA FM

State Street Financial Center

One Lincoln Street

Boston, MA 02111-2900

Age 50

Assistant Treasurer

Until successor is elected and qualified – less than 1 year

Chief Operating Officer, SSGA Funds Management, Inc. (April 2014 – present); Managing Director, State Street Global Advisors and SSGA Funds Management, Inc. (2005 – present).*

N/A

Chad C. Hallett

SSGA FM

State Street Financial Center

One Lincoln Street

Boston, MA 02111-2900

Age 47

Assistant Treasurer

Until successor is elected and qualified – less than 1 year

Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (November 2014 – present); Vice President, State Street Bank and Trust Company (2001 – November 2014).

N/A

NON-INTERESTED TRUSTEES

John R. Costantino

c/o SSGA FM

1600 Summer St.

Stamford, CT 06905

Age 70

Chairman of the Board

Until successor is elected and qualified – 19 years

General Partner, NGN Capital LLC since 2006; and Managing Director, Vice President of Walden Capital Management since 1996.

Director of GE Investments Funds, Inc. since 1997; Trustee of Fordham University from 1989 to 1995 and from 2001 to 2007 and Trustee Emeritus since 2007; Trustee of NeuroScience Research Institute since 1986; Trustee of GE Funds from 1993 to February 2011; Director of Artes Medical from 2006 to 2008 and Trustee of Gregorian University Foundation from 1992 to 2007.

*	Served in various capacities and/or with various affiliated entities during noted time period.


Additional Information			153

GE Institutional Funds

Additional Information, continued — September 30, 2016 (Unaudited)

Name,
Address,
and Age

Position(s) Held
with Fund

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During Past 5 Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other Directorships

Held by Trustee

NON-INTERESTED TRUSTEES (continued)

R. Sheldon Johnson

c/o SSGA FM

1600 Summer St.

Stamford, CT 06905

Age 70

Trustee

Until successor is elected and qualified – 5 years

Retired, 2006 to present; Head of Global Institutional Equity Sales and Marketing at Morgan Stanley & Co., Inc. from 2002 to 2006 and Managing Director at Morgan Stanley & Co., Inc. from 1988 to 2006.

Director of GE Investments Funds, Inc. since April 2011 and Trustee of St. Lawrence University since 2003.

Donna M. Rapaccioli

c/o SSGA FM

1600 Summer St.

Stamford, CT 06905

Age 53

Trustee

Until successor is elected and qualified – 4 years

Dean of the Gabelli School of Business since 2007 and Accounting Professor since 1987 at Fordham University.

Director of GE Investments Funds, Inc. since January 2012 and Trustee of Emmanuel College since 2010.

The Statement of Additional Information for the Funds includes additional information about the Trustees and Officers and is available, without charge, upon request by calling 1-800-242-0134.


154		Additional Information

GE Institutional Funds

Investment Team (Unaudited)

Investment Adviser and Administrator

SSGA Funds Management, Inc.

Trustees

John R. Costantino, Chairman

R. Sheldon Johnson

Jeanne M. La Porta

Donna M. Rapaccioli

Secretary

JoonWon Choe

Assistant Secretary

Michelle Matzelle

Treasurer

Arthur A. Jensen

Assistant Treasurers

Bruce S. Rosenberg

Ann M. Carpenter

Chad C. Hallett

Distributor

State Street Global Markets, LLC

Member FINRA and SIPC

Custodian

State Street Bank & Trust Company


Investment Team			155

Investment Adviser

SSGA Funds Management, Inc.

1600 Summer Street

P.O. Box 7900

Stamford, CT 06904-7900

Distributor

State Street Global Markets, LLC

Member FINRA and SIPC

State Street Financial Center

One Lincoln Street

Boston, MA 02111

www.geam.com

The Funds file their complete schedules of portfolio holdings with the Securities and Exchange Commission for the first, second and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q, as well as a description of the policies and procedures that the Funds use to determine how to vote proxies (if any) relating to portfolio securities is available without charge (i) upon request, by calling 1-800-242-0134; (ii) on the Funds’ website at http://www.geam.com; and (iii) on the Commission’s website at http://www.sec.gov. The Funds’ Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC — information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Information (if any) regarding how the Funds voted proxies relating to portfolio securities during the most recently disclosed 12-months period ended June 30 is available without charge (i) through the Funds’ website at http://www.geam.com; and (ii) on the Commission’s website at http://www.sec.gov.

GE Institutional Funds

State Street Bank and Trust Company

P.O. Box 5049

Boston, MA 02206

IBG-21923

Item 2.

Code of Ethics.

During the period covered by this report, and related to the approval of a new investment adviser, State Street Institutional Funds (formerly known as GE Institutional Funds) (the “Registrant” or the “Funds,” as applicable) has adopted a new code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, which replaces the prior code of ethics. A copy of this code of ethics is filed as an exhibit to this Form N-CSR.

There have not been any waivers granted from a provision that relates to any element of the code of ethics definition set forth in paragraph (b) of Item 2 of Form N-CSR during the period covered by this report.

Item 3.

Audit Committee Financial Expert.

The Board of Trustees of the Registrant has determined that John R. Costantino and Donna M. Rapaccioli are designated as the audit committee financial experts for the Registrant; and further that it is the finding of the Board of Trustees that Mr. Costantino and Ms. Rapaccioli, the audit committee financial experts, qualify as being “independent” pursuant to paragraph (a)(2) of Item 3 to Form N-CSR.

Item 4.

Principal Accountant Fees and Services.

(a) AUDIT FEES. For the fiscal year ended September 30, 2016, the aggregate audit fees billed for professional services rendered by Ernst & Young LLP (“EY”), the Registrant’s principal accountant, for the audit of the Registrant’s annual financial statements, or services that are normally provided by EY in connection with the Registrant’s statutory and regulatory filings and engagements were $200,800. For the fiscal year ended September 30, 2015, the aggregate audit fees billed for professional services rendered by KPMG LLP (“KPMG”), the Registrant’s prior principal accountant, for the audit of the Registrant’s annual financial statements, or services that are normally provided in connection with the Registrant’s statutory and regulatory filings and engagements were $156,700.

(b) AUDIT RELATED FEES. There were no fees billed either by EY for the fiscal year ended September 30, 2016 or KPMG for the fiscal year ended September 30, 2015, for assurance and related services that were reasonably related to the performance of the audit of the Registrant.

(c) TAX FEES. The aggregate tax fees billed for professional services rendered by EY for tax compliance, tax advice and tax planning for the Registrant in the form of preparation of excise filings and income tax returns for the fiscal year ended September 30, 2016 were $61,467. There were no fees billed for professional services rendered by KPMG for tax compliance, tax advice or tax planning for the Registrant for the fiscal year ended September 30, 2015.

(d) ALL OTHER FEES. For the fiscal year ended September 30, 2016, there were no fees billed for professional services rendered by EY for products and services provided by EY to the Registrant, other than the services reported in paragraphs (a) through (c) of this Item. For the fiscal year ended September 30, 2016, the aggregate fees for professional services rendered by EY for products and services provided by EY to the Registrant’s investment adviser and any entity controlling, controlled by, or under common control with the Registrant’s investment adviser that provides ongoing services to the Registrant that (i) relate directly to the operations and financial reporting of the Registrant and (ii) were pre-approved by the Registrant’s audit committee were approximately $7,777,372. There were no fees billed for products and services provided by KPMG during the fiscal year ended September 30, 2015, for the Registrant, other than the services reported in paragraphs (a) through (c) of this Item.

(e)(1) AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES. The Audit Committee of the Funds Board of Trustees is responsible for, among other things, the appointment, compensation and oversight of the work of the Funds’ Auditor. As part of this responsibility and to ensure that the Auditor’s independence is not impaired, the Audit Committee (1) pre-approves the audit and non-audit services provided to the Funds by the Auditor, and (2) all non-audit services provided to the Funds’ investment adviser and Covered Affiliates (as defined in the Audit Committee Charter) that provide ongoing services to the Funds if the services directly impact the Funds’ operations or financial reporting, in accordance with the Audit Committee Charter. The following excerpt from the Audit Committee Charter sets forth the pre-approval policies and procedures:

Pre-Approval of Audit Related Services and Permissible Non-Audit Services. The Audit Committee shall pre-approve both audit (including audit, review, and attest) services and permissible non-audit services provided to the Fund and, if the nature of the engagement relates directly to the operations and financial reporting of the Fund, permissible non-audit services provided to any Covered Affiliate.

The Audit Committee may determine to delegate the authority to grant pre-approvals to one or more Audit Committee members, each acting on behalf of the Audit Committee. In this event, the member of the Audit Committee so delegated shall report each delegated pre-approval to the Audit Committee at its next regularly scheduled meeting. The Audit Committee may also adopt and follow, in lieu of explicit pre-approval described above, written policies and procedures detailed as to the particular service, designed to safeguard the continued independence of the Auditor, consistent with the requirements of the Investment Company Act of 1940, as amended, and SEC regulations there under.

Notwithstanding the foregoing, the pre-approval requirement concerning permissible non-audit services provided to the Fund or any Covered Affiliate is waived if: (1) the aggregate amount of all such non-audit services provided constitutes no more than five percent (5%) of the total amount of revenues paid to the Auditor by the Fund and the Covered Affiliates during the fiscal year in which the services are provided that would have to be pre-approved by the Audit Committee, (2) the non-audit services were not recognized as non-audit services at the time of the engagement, and (3) such non-audit services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee or one or more designated members of the Audit Committee prior to the completion of the audit.

(2) PERCENTAGE OF SERVICES DESCRIBED IN PARAGRAPHS (b) THROUGH (d) APPROVED BY AUDIT COMMITTEE. The percentage of services described in each of paragraphs (b) through (d) of this Item rendered by EY for the fiscal year ended September 30, 2016 that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X is as follows:


Audit Fees	100	%
Audit-Related Fees	100	%
Tax Fees	100	%
All Other Fees	100	%

There were no fees billed by KPMG for the fiscal year ended September 30, 2015 for audit related, tax or other services as indicated in paragraphs (b) through (d) of this Item.

(f) Not applicable.

(g) NON-AUDIT FEES. The aggregate non-audit fees billed by EY for services rendered to the Registrant, and rendered to the Registrant’s investment adviser and any entity controlling, controlled by, or under common control with the Registrant’s adviser (“Service Affiliates”), for the fiscal year ended September 30, 2016 were $25,696,758. The aggregate non-audit fees billed by KPMG for services rendered to the Registrant and rendered to any Service Affiliates for the fiscal year ended September 30, 2015 were $0.

(h) AUDITOR INDEPENDENCE. On July 1, 2016, State Street Corporation acquired the asset management and advisory services business conducted by GE Asset Management Incorporated (“GEAM”), a wholly owned subsidiary of General Electric Company, and certain of its subsidiaries (the “Transaction”). In connection with the Transaction, Shareholders of the Funds voted to approve SSGA Funds Management, Inc. (“SSGA FM”) as investment adviser of the Funds, replacing GEAM.

In connection with the appointment of EY, a member firm of Ernst & Young Global Limited, as the independent auditor of the Funds for their fiscal year ended September 30, 2016, EY evaluated its independence and identified the following matters that are inconsistent with the auditor independence rules of the Securities and Exchange Commission (“SEC”). All of the lobbying services and project management services described below occurred prior to the consummation of the Transaction.

Lobbying services

During the audit period, EY was a registered lobbyist for the parent company of the former investment adviser to the Funds (the “parent company”) under the Lobbying Disclosure Act of 1995 and provided lobbying services on behalf of the parent company. The services primarily included lobbying efforts, on behalf of the parent company, relating to tax reform and to changes to the tax code or regulations affecting the parent company and its affiliates. The services did not relate to the asset management business of the Funds.

Project management services

During the audit period, EY was engaged to provide project management support to the parent company and one of its affiliates in relation to certain information technology programs. The services did not relate to the asset management business of the Funds.

Loan Rule

EY has identified one record holder (the “record holder”) of greater than 10% of the shares of State Street Institutional Income Fund (formerly known as GE Institutional Income Fund) and State Street Institutional Premier Growth Equity Fund (formerly known as GE Institutional Premier Growth Equity Fund) (each a series of State Street Institutional Funds (formerly known as GE Institutional Funds)) (collectively, the “Two Funds”), with which EY and covered person professionals maintain lending relationships. These investments in the Two Funds are each held at an omnibus level by the record holder on behalf of its customers, who own the economic interest in the shares. There was one meeting of shareholders of the Two Funds during the audit period. At that meeting, shareholders voted on matters relating to the acquisition by State Street Corporation and its affiliates of substantially all of the asset management and advisory services business conducted by the former investment adviser to the Two Funds, including votes to (i) approve a new investment advisory and administration agreement with SSGA FM, (ii) elect the Trustees to the Board of Trustees, and (iii) approve manager-of-managers authority for SSGA FM with respect to the Two Funds. EY and SSGA FM, through discussion with the record holder, have determined that the record holder did not exercise discretionary authority over the shares it held in respect of any of those votes. EY believes that, while a lending arrangement with a record owner of greater than 10% of the shares is inconsistent with Rule 2-01(c)(1)(ii)(A) of Regulation S-X, the circumstances fall within the situations described in the relevant No Action Letter issued by the SEC Staff on June 20, 2016.

EY has reviewed the independence matters described above and the applicable guidance and has concluded that the services and relationship described above did not impair EY’s ability to exercise objective and impartial judgment in connection with the audits of the financial statements of the Funds under the SEC and Public Company Accounting Oversight Board standards for the fiscal year ended September 30, 2016. In light of the representations and determinations by EY, SSGA FM has determined that it shares that same belief.

The Audit Committee of the Board of the Funds has considered these independence matters and discussed these matters with EY and members of SSGA FM, and based on these discussions and the statements of SSGA FM and EY, the Audit Committee believes it was reasonable for it to accept the view of EY that EY was capable of exercising objective and impartial judgment in connection with the audits of the financial statements of the Funds in the specific circumstances described above.

Item 5. Audit Committee of Listed Registrants.

Applicable only to Closed-End Management Investment Companies.

Item 6. Schedule of Investments.

(a) Schedule of Investments is included as part of the Report to Shareholders filed under Item 1 of this Form N-CSR.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Applicable only to Closed-End Management Investment Companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Applicable only to Closed-End Management Investment Companies.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Applicable only to Closed-End Management Investment Companies.

Item 10. Submission of Matters to a Vote of Security Holders.

During the reporting period, there have been no material changes to the procedures by which the shareholders may recommend nominees to the Registrant’s Board of Trustees.

Item 11. Controls and Procedures.

(a) The Registrant’s principal executive officer and principal financial officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)), are effective as of a date within 90 days of the filing date of the report included in Item 1 of this Form N-CSR, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended.

(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the Registrant’s second fiscal quarter of the period covered by this Form N-CSR that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1) The Code of Ethics that applies to the Registrant’s principal executive officer and principal financial officer is attached hereto.

(a)(2) The certifications required by Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

(a)(3) Not applicable.

(b) The certifications by the Registrant’s principal executive officer and principal financial officer, as required by Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002, are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


GE Institutional Funds

By:		/s/ Jeanne M. La Porta
		Jeanne M. La Porta
		President, GE Institutional Funds

Date: November 21, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


By:		/s/ Jeanne M. La Porta
		Jeanne M. La Porta
		President, GE Institutional Funds

Date: November 21, 2016


By:		/s/ Arthur A. Jensen
		Arthur A. Jensen
		Treasurer, GE Institutional Funds

Date: November 21, 2016