Shareholders of each Fund listed above (except SSgA Prime Money Market Fund, SSgA Emerging Markets Fund—Institutional Class and SSgA Clarion Real Estate Fund) have approved an amended and restated distribution plan under Rule 12b-1 (the "Plan"). The Plan for each applicable Fund is expected to be implemented on or about May 1, 2014. In addition, the Board of Trustees of SSgA Funds recently approved certain changes to the Distribution Agreement and the expense limitation arrangements for all of the Funds. These changes are expected to take effect on or about the same date as the Plan.

The following replaces the corresponding table under the heading "Fees and Expenses of the Fund" for the SSgA Money Market Fund.


Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee	0.25	%
Distribution and Shareholder Service (12b-1) Fees	0.08	%*
Other Expenses	0.04	%
Total Annual Fund Operating Expenses	0.37	%**

*	The fund has adopted a distribution plan under Rule 12b-1 pursuant to which payments of up to 0.25% of average daily net assets may be made; however, the Board has determined that payments will not exceed 0.08% of average daily net assets through at least December 31, 2014.

The fund's investment adviser, SSgA Funds Management, Inc. (the "Adviser" or "SSgA FM"), is contractually obligated until December 31, 2015 to waive its management fee and/or to reimburse the fund for expenses to the extent that total expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees, and distribution, shareholder servicing, and sub-transfer agency fees) exceed 0.32% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated during the relevant period except with the approval of the fund's Board of Trustees. Extraordinary expenses that are not subject to the foregoing contractual expense limitation agreement include, but are not limited to, any reimbursement payments made by the fund to the Adviser of fund fees and expenses that were previously waived or reimbursed by the Adviser in order to maintain a non-negative net yield for the fund. The Adviser may also voluntarily reduce all or a portion of its fees and/or reimburse expenses of the fund to the extent necessary avoid a negative yield (the "Voluntary Reduction"), or a yield below a specified level, which may vary from time to time in the Adviser's sole discretion. The fund has agreed, subject to certain limitations, to

reimburse the Adviser for the full dollar amount of any Voluntary Reduction incurred after August 1, 2012. As of August 31, 2013, the Adviser had waived fees and/or reimbursed expenses in the aggregate amount of $6,755,920 since August 1, 2012, all of which is potentially recoverable under the Voluntary Reduction. Any future reimbursement of previously waived fees by the fund to the Adviser may cause the total fund annual operating expenses of the fund to exceed the expense limitation under the contractual expense limitation agreement. The Adviser may, in its sole discretion, irrevocably waive receipt of any or all reimbursement amounts due from the fund, without limitation. Any future reimbursement by the fund of the Voluntary Reduction would increase the fund's expenses and reduce the fund's yield. There is no guarantee that the Voluntary Reduction will be in effect at any given time or that the fund will be able to avoid a negative yield. Total Annual Fund Operating Expenses may be higher than the fund's ratio of expenses to average net assets shown in the Financial Highlights, which reflect the operating expenses of the fund including any Voluntary Reduction.

EXAMPLE

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in the fund for the time periods indicated, and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year, that all dividends and distributions are reinvested, and that the fund's operating expenses remain the same. The calculation of costs for the one-year period takes into account the effect of any current contractual fee waivers and/or reimbursements; and the calculation of costs for the remaining periods takes such fee waivers and/or reimbursements into account only for the first year of each such period. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:


1 year			3 years			5 years			10 years
	$	38		$	119		$	208		$	468

The following replaces the corresponding table under the heading "Fees and Expenses of the Fund" for the SSgA U.S. Government Money Market Fund.


Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee	0.25	%
Distribution and Shareholder Service (12b-1) Fees	0.08	%*
Other Expenses	0.04	%
Total Annual Fund Operating Expenses	0.37	%**

*	The fund has adopted a distribution plan under Rule 12b-1 pursuant to which payments of up to 0.25% of average daily net assets may be made; however, the Board has determined that payments will not exceed 0.08% of average daily net assets through at least December 31, 2014.

The fund's investment adviser, SSgA Funds Management, Inc. (the "Adviser" or "SSgA FM"), is contractually obligated until December 31, 2015 to waive its management fee and/or to reimburse the fund for expenses to the extent that total expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees, and distribution, shareholder servicing, and sub-transfer agency fees) exceed 0.32% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated during the relevant period except with the approval of the fund's Board of Trustees. Extraordinary expenses that are not subject to the foregoing contractual expense limitation agreement include, but are not limited to, any reimbursement payments made by the fund to the Adviser of fund fees and expenses that were previously waived or reimbursed by the Adviser in order to maintain a non-negative net yield for the fund. The Adviser may also voluntarily reduce all or a portion of its fees and/or reimburse expenses of the fund to the extent necessary to avoid a negative yield (the "Voluntary Reduction"), or a yield below a specific level, which may vary from time to time in the Adviser's sole discretion. The fund has agreed, subject to certain limitations, to reimburse the

Adviser for the full dollar amount of any Voluntary Reduction incurred after August 1, 2012. As of August 31, 2013, the Adviser had waived fees and/or reimbursed expenses in the aggregate amount of $9,989,548 since August 1, 2012, all of which is potentially recoverable under the Voluntary Reduction. Any future reimbursement of previously waived fees by the fund to the Adviser may cause the total fund annual operating expenses of the fund to exceed the expense limitation under the contractual expense limitation agreement. The Adviser may, in its sole discretion, irrevocably waive receipt of any or all reimbursement amounts due from the fund, without limitation. Any future reimbursement by the fund of the Voluntary Reduction would increase the fund's expenses and reduce the fund's yield. There is no guarantee that the Voluntary Reduction will be in effect at any given time or that the fund will be able to avoid a negative yield. Total Annual Fund Operating Expenses may be higher than the fund's ratio of expenses to average net assets shown in the Financial Highlights, which reflect the operating expenses of the fund including any Voluntary Reduction.

EXAMPLE

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.


1 year			3 years			5 years			10 years
	$	38		$	119		$	208		$	468

The following replaces the corresponding table under the heading "Fees and Expenses of the Fund" for the SSgA U.S. Treasury Money Market Fund.


Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee	0.15	%
Distribution and Shareholder Service (12b-1) Fees	0.04	%*
Other Expenses	0.04	%
Total Annual Fund Operating Expenses	0.23	%
Less Fee Waivers and/or Expense Reimbursements	(0.05	)%**
Total Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursements	0.18	%***

*	The fund has adopted a distribution plan under Rule 12b-1 pursuant to which payments of up to 0.25% of average daily net assets may be made; however, the Board has determined that payments will not exceed 0.04% of average daily net assets through at least December 31, 2014.

The fund's investment adviser, SSgA Funds Management, Inc. (the "Adviser" or "SSgA FM") is contractually obligated until December 31, 2014 to waive 0.05% of its 0.15% management fee. Additionally, the Adviser is further contractually obligated until December 31, 2015 to waive its management fee and/or to reimburse the fund for expenses to the extent that total expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees, and distribution, shareholder servicing, and sub-transfer agency fees) exceed 0.16% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated during the relevant period except with the approval of the fund's Board of Trustees. Extraordinary expenses that are not subject to the foregoing contractual expense limitation agreement include, but are not limited to, any reimbursement payments made by the fund to the Adviser of fund fees and expenses that were previously waived or reimbursed by the Adviser in order to maintain a non-negative net yield for the fund. The Adviser may also voluntarily reduce all or a portion of its fees and/or reimburse expenses of the fund to the extent necessary to avoid a negative yield (the "Voluntary Reduction"), or a yield below a specified

level, which may vary from time to time in the Adviser's sole discretion. The fund has agreed, subject to certain limitations, to reimburse the Adviser for the full dollar amount of any Voluntary Reduction incurred after August 1, 2012. As of August 31, 2013, the Adviser had waived fees and/or reimbursed expenses in the aggregate amount of $5,168,552 since August 1, 2012, all of which is potentially recoverable under the Voluntary Reduction. Any future reimbursement of previously waived fees by the fund to the Adviser may cause the total fund annual operating expenses of the fund to exceed the expense limitation under the contractual expense limitation agreement. The Adviser may, in its sole discretion, irrevocably waive receipt of any or all reimbursement amounts due from the fund, without limitation. Any future reimbursement by the fund of the Voluntary Reduction would increase the fund's expenses and reduce the fund's yield. There is no guarantee that the Voluntary Reduction will be in effect at any given time or that the fund will be able to avoid a negative yield.

***	Total Annual Fund Operating Expenses may be higher than the fund's ratio of expenses to average net assets shown in the Financial Highlights, which reflect the operating expenses of the fund including any Voluntary Reduction.

EXAMPLE

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.


1 year			3 years			5 years			10 years
	$	18		$	69		$	124		$	288

The following replaces the corresponding table under the heading "Fees and Expenses of the Fund" for the SSgA Prime Money Market Fund.


Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee	0.15	%
Distribution and Shareholder Service (12b-1) Fees	0.05	%*
Other Expenses	0.04	%
Total Annual Fund Operating Expenses	0.24	%
Less Fee Waivers and/or Expense Reimbursements	(0.05	)%**
Total Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursements	0.19	%

*	The fund has adopted a distribution plan under Rule 12b-1 pursuant to which payments of up to 0.25% of average daily net assets may be made; however, the Board has determined that payments will not exceed 0.05% of average daily net assets through at least December 31, 2014.

The fund's investment adviser, SSgA Funds Management, Inc. (the "Adviser" or "SSgA FM"), is contractually obligated until December 31, 2014 to waive 0.05% of its 0.15% management fee. Additionally, the adviser is further contractually obligated until December 31, 2015 to waive its management fee and/or to reimburse the fund for expenses to the extent that total expenses (exclusive of non-recurring account fees, extraordinary expenses, acquired fund fees, and distribution, shareholder servicing, and sub-transfer agency fees) exceed 0.15% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated during the relevant period except with the approval of the fund's Board of Trustees. Extraordinary expenses that are not subject to the foregoing contractual expense limitation agreement include, but are not limited to, any reimbursement payments made by the fund to the Adviser of fund fees and expenses that were previously waived or reimbursed by the Adviser in order to maintain a non-negative net yield for the fund. The Adviser may also voluntarily

reduce all or a portion of its fees and/or reimburse expenses of the fund to the extent necessary to avoid a negative yield (the "Voluntary Reduction"), or a yield below a specified level, which may vary from time to time in the Adviser's sole discretion. The fund has agreed, subject to certain limitations, to reimburse the Adviser for the full dollar amount of any Voluntary Reduction incurred after August 1, 2012. As of August 31, 2013, the Adviser has not waived fees and/or reimbursed expenses under the Voluntary Reduction. Any future reimbursement of previously waived fees by the fund to the Adviser may cause the total fund annual operating expenses of the fund to exceed the expense limitation under the contractual expense limitation agreement. The Adviser may, in its sole discretion, irrevocably waive receipt of any or all reimbursement amounts due from the fund, without limitation. Any future reimbursement by the fund of the Voluntary Reduction would increase the fund's expenses and reduce the fund's yield. There is no guarantee that the Voluntary Reduction will be in effect at any given time or that the fund will be able to avoid a negative yield.

EXAMPLE

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.


1 year			3 years			5 years			10 years
	$	19		$	72		$	130		$	301

The following replaces the corresponding table under the heading "Fees and Expenses of the Fund" for the SSgA S&P 500 Index Fund.


Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee⁽¹⁾	0.045	%
Distribution and Shareholder Service (12b-1) Fees	0.062	%*
Other Expenses	0.060	%
Total Annual Fund Operating Expenses	0.167	%**

⁽¹⁾	Amounts reflect the total expenses of the Portfolio and the fund.

*	The fund has adopted a distribution plan under Rule 12b-1 pursuant to which payments of up to 0.25% of average daily net assets may be made; however, the Board has determined that payments will not exceed 0.062% of average daily net assets through at least December 31, 2014.

servicing, and sub-transfer agency fees) exceed 0.13% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated during the relevant period except with the approval of the fund's Board of Trustees.

EXAMPLE

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.


1 year			3 years			5 years			10 years
	$	17		$	54		$	94		$	213

The following replaces the corresponding table under the heading "Fees and Expenses of the Fund" for the SSgA Dynamic Small Cap Fund.


Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee	0.75	%
Distribution and Shareholder Service (12b-1) Fees	0.25	%
Other Expenses	1.14	%
Acquired Fund Fees and Expenses	0.02	%*
Total Annual Fund Operating Expenses	2.16	%
Less Fee Waivers and/or Expense Reimbursements	(1.04	)%**
Total Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursements	1.12	%

*	"Acquired Fund Fees and Expenses" are not included in the fund's financial statements, which provide a clearer picture of a fund's actual operating costs.

**	The fund's investment adviser, SSgA Funds Management, Inc. (the "Adviser" or "SSgA FM"), is contractually obligated until December 31, 2015 to waive its management fee and/or to reimburse the fund for expenses to the extent that total expenses (exclusive of non-recurring account fees, extraordinary

expenses, acquired fund fees, and distribution, shareholder servicing, and sub-transfer agency fees) exceed 0.85% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated during the relevant period except with the approval of the fund's Board of Trustees.

EXAMPLE

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.


1 year			3 years			5 years			10 years
	$	114		$	576		$	1,064		$	2,411

The following replaces the corresponding table under the heading "Fees and Expenses of the Fund" for the SSgA IAM SHARES Fund.


Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee	0.25	%
Distribution and Shareholder Service (12b-1) Fees	0.05	%*
Other Expenses	0.14	%
Total Annual Fund Operating Expenses	0.44	%**

*	The fund has adopted a distribution plan under Rule 12b-1 pursuant to which payments of up to 0.25% of average daily net assets may be made; however, the Board has determined that payments will not exceed 0.05% of average daily net assets through at least December 31, 2014.

servicing, and sub-transfer agency fees) exceed 0.60% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated during the relevant period except with the approval of the fund's Board of Trustees.

EXAMPLE

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.


1 year			3 years			5 years			10 years
	$	45		$	141		$	246		$	555

The following replaces the corresponding table under the heading "Fees and Expenses of the Fund" for the SSgA Enhanced Small Cap Fund.


Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee	0.45	%
Distribution and Shareholder Service (12b-1) Fees	0.25	%
Other Expenses	0.65	%
Acquired Fund Fees and Expenses	0.14	%*
Total Annual Fund Operating Expenses	1.49	%
Less Fee Waivers and/or Expense Reimbursements	(0.60	)%**
Total Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursements	0.89	%

*	"Acquired Fund Fees and Expenses" are not included in the fund's financial statements, which provide a clearer picture of a fund's actual operating costs.

**	The fund's investment adviser, SSgA Funds Management, Inc. (the "Adviser" or "SSgA FM"), is contractually obligated until December 31, 2015 to waive its management fee and/or to reimburse the fund for expenses to the extent that total expenses (exclusive of non-recurring account fees, extraordinary

expenses, acquired fund fees, and distribution, shareholder servicing, and sub-transfer agency fees) exceed 0.50% of average daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated during the relevant period except with the approval of the fund's Board of Trustees.

EXAMPLE

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.


1 year			3 years			5 years			10 years
	$	91		$	412		$	756		$	1,728


Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee	0.30	%
Distribution and Shareholder Service (12b-1) Fees	0.25	%
Other Expenses	0.21	%
Acquired Fund Fees and Expenses	0.01	%*
Total Annual Fund Operating Expenses	0.77	%
Less Fee Waivers and/or Expense Reimbursements	(0.01	)%**
Total Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursements	0.76	%

*	"Acquired Fund Fees and Expenses" are not included in the fund's financial statements, which provide a clearer picture of a fund's actual operating costs.

daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated during the relevant period except with the approval of the fund's Board of Trustees.

EXAMPLE

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.


1 year			3 years			5 years			10 years
	$	78		$	245		$	427		$	953


Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee	0.75	%
Distribution and Shareholder Service (12b-1) Fees	0.25	%
Other Expenses	0.17	%
Total Annual Fund Operating Expenses	1.17	%
Less Fee Waivers and/or Expense Reimbursements	(0.17	)%*
Total Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursements	1.00	%*

EXAMPLE

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.


1 year			3 years			5 years			10 years
	$	102		$	355		$	627		$	1,405

The following replaces the corresponding table under the heading "Fees and Expenses of the Fund" for the SSgA Emerging Markets Fund—Institutional Class Shares.


Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee	0.75	%
Distribution and Shareholder Service (12b-1) Fees	0.25	%
Other Expenses	0.17	%
Total Annual Fund Operating Expenses	1.17	%*

EXAMPLE

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.


1 year			3 years			5 years			10 years
	$	119		$	372		$	644		$	1,420

The following replaces the corresponding table under the heading "Fees and Expenses of the Fund" for the SSgA Clarion Real Estate Fund.


Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee	0.65	%
Distribution and Shareholder Service (12b-1) Fees	0.25	%
Other Expenses	0.49	%
Total Annual Fund Operating Expenses	1.39	%
Less Fee Waivers and/or Expense Reimbursements	(0.39	)%*
Total Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursements	1.00	%

daily net assets on an annual basis. This waiver and/or reimbursement may not be terminated during the relevant period except with the approval of the fund's Board of Trustees.

EXAMPLE

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.


1 year			3 years			5 years			10 years
	$	102		$	402		$	723		$	1,635