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As filed with the Securities and Exchange Commission on January 27, 2010
File No. 33-46080
811-7330
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
POST EFFECTIVE AMENDMENT NO. 21
TO
Form S-6
 
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED
ON FORM N-8B-2
A. Exact name of Trust:
 
SPDR S&P 500 ETF TRUST
(formerly: SPDR TRUST SERIES 1)
 
B. Name of Depositor:
 
PDR SERVICES LLC
 
C. Complete address of Depositor’s principal executive office:
 
PDR SERVICES LLC
c/o NYSE Euronext
11 Wall Street
New York, New York 10005
 
D. Name and complete address of agent for service:
 
Marija Willen, Esq.
PDR SERVICES LLC
c/o NYSE Euronext
11 Wall Street
New York, New York 10005
 
Copy to:
 
Kathleen H. Moriarty, Esq.
Katten Muchin Rosenman LLP
575 Madison Avenue
New York, New York 10022
 
E. Title and amount of securities being registered:
 
An indefinite number of units of Beneficial Interest pursuant to Rule 24f-2 under the Investment Company Act of 1940.
 
F. Proposed maximum aggregate offering price to the public of the securities being registered:
 
Indefinite pursuant to Rule 24f-2
 
G. Amount of filing fee:
 
In accordance with Rule 24f-2, a fee in the amount of $0.00 was paid on December 29, 2009 in connection with the filing of the Rule 24f-2 Notice for the Trust’s most recent fiscal year.
 
H. Approximate date of proposed sale to public:
 
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT.
 
  þ   Check box if it is proposed that this filing will become effective on January 27, 2010 at 5:00 p.m. pursuant to paragraph (b) of Rule 485.
 


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SPDR S&P 500 ETF TRUST


Cross Reference Sheet

Pursuant to Regulation C
Under the Securities Act of 1933, as amended

(Form N-8B-2 Items required by Instruction 1
as to Prospectus in Form S-6)
 
         
Form N-8B-2
  Form S-6
Item Number
 
Heading in Prospectus
 
I. Organization and General Information
1.
 
(a) Name of Trust
  Prospectus Front Cover
   
(b) Title of securities issued
  Prospectus Front Cover
2.
 
Name, address and Internal Revenue Service Employer Identification Number of depositor
  Sponsor
3.
 
Name, address and Internal Revenue Service Employer Identification Number of trustee
  Trustee
4.
 
Name, address and Internal Revenue Service Employer Identification Number of principal underwriter
  *
5.
 
State of organization of Trust
  Summary — Highlights
6.
 
(a) Dates of execution and termination of Trust Agreement
  Essential Information
   
(b) Dates of execution and termination of Trust Agreement
  Same as set forth in 6(a)
7.
 
Changes of name
  *
8.
 
Fiscal Year
  *
9.
 
Material Litigation
  *
 
II. General Description of the Trust and Securities of the Trust
10.
 
(a) Registered or bearer securities
  Securities Depository, Book-Entry-Only System
 
 
 
* Not applicable, answer negative or not required.


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Form N-8B-2
  Form S-6
Item Number
 
Heading in Prospectus
 
   
(b) Cumulative or distributive
  Summary — Essential Information as of
   
(c) Rights of holders as to withdrawal or redemption
  Redemption of Trust Units;
   
(d) Rights of holders as to conversion, transfer, etc. 
  Rights of Beneficial Owners
   
(e) Lapses or defaults in principal payments with respect to periodic payment plan certificates
  *
   
(f) Voting rights
  Rights of Beneficial Owners
   
(g) Notice to holders as to change in:
   
   
(1)  Composition of Trust assets
  *
   
(2)  Terms and conditions of Trust’s securities
  Administration of the Trust — Amendments
to the Trust Agreement
   
(3)  Provisions of Trust Agreement
  Same as set forth in 10(g)(2)
   
(4)  Identity of depositor and trustee
  Sponsor; Trustee
   
(h) Consent of holders required to change:
   
   
(1)  Composition of Trust assets
  *
   
(2)  Terms and conditions of Trust’s securities
  Administration of the Trust — Amendments to the Trust Agreement
   
(3)  Provisions of Trust Agreement
  Same as set forth in 10(h)(2)
 
 
 
* Not applicable, answer negative or not required.

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Form N-8B-2
  Form S-6
Item Number
 
Heading in Prospectus
 
   
(4)  Identity of depositor and trustee
  Sponsor; Trustee
   
(i) Other principal features of the securities
  The Trust
11.
 
Type of securities comprising units
  The Portfolio
12.
 
Certain information regarding securities comprising periodic payment certificates
  *
13.
 
(a) Certain information regarding loads, fees, expenses and charges
  Expenses of the Trust; Redemption of Trust Units
   
(b) Certain information regarding periodic payment plan certificates
  *
   
(c) Certain percentages
  Same as set forth in 13(a)
   
(d) Reasons for certain differences in prices
  *
   
(e) Certain other loads, fees, or charges payable by holders
  *
   
(f) Certain profits receivable by depositor, principal underwriters, custodian, trustee or affiliated persons
  Adjustments to the Portfolio Deposit
   
(g) Ratio of annual charges and deductions to income
  *
14.
 
Issuance of Trust’s securities
  The Trust — Creation of Creation Units
15.
 
Receipt and handling of payments from purchasers
  The Trust
 
 
 
* Not applicable, answer negative or not required.

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Form N-8B-2
  Form S-6
Item Number
 
Heading in Prospectus
 
16.
 
Acquisition and disposition of underlying securities
  The Trust — Creation of Creation
Units; The Portfolio; Administration
of the Trust
17.
 
(a) Withdrawal or redemption by holders
  Administration of the Trust — Rights
of Beneficial Owners; Redemption of Trust Units
   
(b) Persons entitled or required to redeem or repurchase securities
  Same as set forth in 17(a)
   
(c) Cancellation or resale of repurchased or redeemed securities
  Same as set forth in 17(a)
18.
 
(a) Receipt, custody and disposition of income
  Administration of the Trust — Distributions to Beneficial Owners
   
(b) Reinvestment of distributions
  *
   
(c) Reserves or special funds
  Same as set forth in 18(a)
   
(d) Schedule of distributions
  *
19.
 
Records, accounts and reports
  The S&P Index; Distributions to Beneficial Owners;
Expenses of the Trust; Administration of the Trust
20.
 
Certain miscellaneous provisions of Trust Agreement
   
   
(a) Amendments
  Administration of the Trust — Amendments to the Trust Agreement
   
(b) Extension or termination
  Administration of the Trust — Amendments to the Trust Agreement; — Termination of the Trust Agreement
   
(c) Removal or resignation of trustee
  Trustee
   
(d) Successor trustee
  Same as set forth in 20(c)
   
(e) Removal or resignation of depositor
  Sponsor
 
 
 
* Not applicable, answer negative or not required.

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Form N-8B-2
  Form S-6
Item Number
 
Heading in Prospectus
 
   
(f) Successor depositor
  Same as set forth in 20(e)
21.
 
Loans to security holders
  *
22.
 
Limitations on liabilities
  Trustee; — Sponsor
23.
 
Bonding arrangements
  *
24.
 
Other material provisions of Trust Agreement
  *
 
III. Organization, Personnel and Affiliated Persons of Depositor
25.
 
Organization of depositor
  Sponsor
26.
 
Fees received by depositor
  *
27.
 
Business of depositor
  Sponsor
28.
 
Certain information as to officials and affiliated persons of depositor
  Sponsor
29.
 
Ownership of voting securities of depositor
  Sponsor
30.
 
Persons controlling depositor
  *
31.
 
Payments by depositor for certain services rendered to Trust
  *
32.
 
Payments by depositor for certain other services rendered to Trust
  *
33.
 
Remuneration of employees of depositor for certain services rendered to Trust
  *
34.
 
Compensation of other persons for certain services rendered to Trust
  *
 
IV. Distribution and Redemption of Securities
35.
 
Distribution of Trust’s securities in states
  *
36.
 
Suspension of sales of Trust’s securities
  *
 
 
 
* Not applicable, answer negative or not required.

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Form N-8B-2
  Form S-6
Item Number
 
Heading in Prospectus
 
37.
 
Denial or revocation of authority to distribute
  *
38.
 
(a) Method of distribution
  The Trust — Creation of Creation Units
   
(b) Underwriting agreements
  Summary — Highlights
   
(c) Selling agreements
  Same as set forth in 38(b)
39.
 
(a) Organization of principal underwriter
  Summary — Highlights
   
(b) NASD membership of principal underwriter
  Summary — Highlights
40.
 
Certain fees received by principal underwriters
  *
41.
 
(a) Business of principal underwriters
  Summary — Highlights
   
(b) Branch offices of principal underwriters
  *
   
(c) Salesmen of principal underwriters
  *
42.
 
Ownership of Trust’s securities by certain persons
  *
43.
 
Certain brokerage commissions received by principal underwriters
  *
44.
 
(a) Method of valuation for determining offering price
  The Portfolio; Valuation
   
(b) Schedule as to components of offering price
  *
   
(c) Variation in offering price to certain persons
  *
45.
 
Suspension of redemption rights
  *
46.
 
(a) Certain information regarding redemption or withdrawal valuation
  Valuation; Redemption of Trust Units
 
 
 
* Not applicable, answer negative or not required.

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Form N-8B-2
  Form S-6
Item Number
 
Heading in Prospectus
 
   
(b) Schedule as to components of redemption price
  *
47.
 
Maintenance of position in underlying securities
  The Trust; The Portfolio; Distributions
to Beneficial Owners; Valuation;
Administration of the Trust
 
V. Information Concerning the Trustee or Custodian
48.
 
Organization and regulation of trustee
  Trustee
49.
 
Fees and expenses of trustee
  Expenses of the Trust;
Redemptions of Trust Units
50.
 
Trustee’s lien
  Expenses of the Trust;
Redemption of Trust Units
 
VI. Information Concerning Insurance of Holders of Securities
51.
 
(a) Name and address of insurance company
  *
   
(b) Types of policies
  *
   
(c) Types of risks insured and excluded
  *
   
(d) Coverage
  *
   
(e) Beneficiaries
  *
   
(f) Terms and manner of cancellation
  *
   
(g) Method of determining premiums
  *
   
(h) Aggregate premiums paid
  *
   
(i) Recipients of premiums
  *
   
(j) Other material provisions of Trust Agreement relating to insurance
  *
 
 
 
* Not applicable, answer negative or not required.

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Form N-8B-2
  Form S-6
Item Number
 
Heading in Prospectus
 
VII. Policy of Registrant
52.
 
(a) Method of selecting and eliminating securities from the Trust
  The Trust — Creation of Creation Units; The Portfolio;
Administration of the Trust
   
(b) Elimination of securities from the Trust
  *
   
(c) Policy of Trust regarding substitution and elimination of securities
  Same as set forth in 52(a)
   
(d) Description of any other fundamental policy of the Trust
  *
   
(e) Code of Ethics pursuant to Rule 17j-1 of the 1940 Act
  Code of Ethics
53.
 
(a) Taxable status of the Trust.
  Federal Income Taxes
   
(b) Qualification of the Trust as a regulated investment company
  Same as set forth in 53(b)
 
VIII. Financial and Statistical Information
54.
 
Information regarding the Trust’s last ten fiscal years
  *
55.
 
Certain information regarding periodic payment plan certificates
  *
56.
 
Certain information regarding periodic payment plan certificates
  *
57.
 
Certain information regarding periodic payment plan certificates
  *
 
 
 
* Not applicable, answer negative or not required.

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Form N-8B-2
  Form S-6
Item Number
 
Heading in Prospectus
 
58.
 
Certain information regarding periodic payment plan certificates
  *
59.
 
Financial statements (Instruction 1(c) to Form S-6)
  *
 
 
* Not applicable, answer negative or not required.

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Undertaking to File Reports
 
Subject to the terms and conditions of Section 15(d)  of the Securities Exchange Act of 1934, the undersigned registrant hereby undertakes to file with the Securities and Exchange Commission such supplementary and periodic information, documents, and reports as may be prescribed by any rule or regulations of the Commission heretofore or hereafter duly adopted pursuant to authority conferred in that section.


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Prospectus
 
SPDR ® S&P 500 ® ETF Trust
(“SPDR 500 Trust”)
(A Unit Investment Trust)
 
 
 
 
•   SPDR 500 Trust is an exchange traded fund designed to generally correspond to the price and yield performance of the S&P 500 ® Index.
 
•   SPDR 500 Trust holds all of the S&P 500 Index stocks.
 
•   Each Trust Unit represents an undivided ownership interest in the SPDR 500 Trust.
 
•   The SPDR 500 Trust issues and redeems Units only in multiples of 50,000 Units in exchange for S&P 500 Index stocks and cash.
 
•   Individual Trust Units trade on NYSE Arca, Inc. like any other equity security.
 
•   Minimum trading unit: 1 Trust Unit.
 
 
 
 
SPONSOR: PDR SERVICES LLC
(Wholly Owned by NYSE Euronext)
 
(SPDRS LOGO)
 
 
 
 
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES NOR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
 
 
Prospectus Dated January 27, 2010
 
 
 
 
COPYRIGHT 2010 PDR Services LLC


 

 
SPDR 500 TRUST
 
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  EX-99.A.1
  EX-99.A.4
  EX-99.2
  EX-99.C.1
 
“Standard & Poor’s ® ”, “S&P ® ”, “S&P 500 ® ”, “Standard & Poor’s 500 ® ”, “500 ® ”, “Standard & Poor’s Depositary Receipts ® ”, “SPDR ® ” and “SPDRs ® ” are trademarks of The McGraw-Hill Companies, Inc. State Street Global Markets, LLC is permitted to use these trademarks pursuant to a “License Agreement” with Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and SPDR 500 Trust, is permitted to use these trademarks pursuant to a sublicense from State Street Global Markets, LLC. SPDR 500 Trust, is not, however, sponsored by or affiliated with Standard & Poor’s or The McGraw-Hill Companies, Inc.


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SUMMARY
 
Essential Information as of September 30, 2009*
 
     
     
Glossary:
  All defined terms used in this Prospectus and page numbers on which their definitions appear are listed in the Glossary.
     
Total Trust Assets:
  $72,006,399,424
     
Net Trust Assets:
  $71,655,865,853
     
Number of Trust Units:
  677,710,721
     
Fractional Undivided Interest in the Trust Represented by each Unit:
  1/677,710,721th
     
Dividend Record Dates:
  Quarterly, on the second (2nd) Business Day after the third Friday in each of March, June, September and December.
     
Dividend Payment Dates:
  Quarterly, on the last Business Day of April, July, October and January.
     
Trustee’s Annual Fee:
  From 6/100 of one percent to 10/100 of one percent, based on the NAV of the Trust, as the same may be adjusted by certain amounts.
     
Estimated Ordinary Operating Expenses of the Trust:
  9.45/100 of one percent (0.0945%) (after a waiver of a portion of Trustee’s annual fee).**
     
NAV per Unit (based on the value of the Portfolio Securities, other net assets of the Trust and number of Units outstanding):
  $105.73
     
Evaluation Time:
  Closing time of the regular trading session on the New York Stock Exchange LLC. (ordinarily 4:00 p.m. New York time).
     
   


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Licensor:
  Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.
     
Mandatory Termination Date:
  The Trust is scheduled to terminate no later than January 22, 2118, but may terminate earlier under certain circumstances.
     
Discretionary Termination:
  The Trust may be terminated if at any time the value of the securities held by the Trust is less than $350,000,000, as adjusted for inflation. The Trust may also be terminated under other circumstances.
     
Fiscal Year End:
  September 30
     
Market Symbol:
  Units trade on NYSE Arca, Inc. under the symbol “SPY”.
     
CUSIP:
  78462F103
 
 
* The Trust Agreement became effective, the initial deposit was made, and the Trust commenced operation on January 22, 1993 (“Initial Date of Deposit”).
 
** Ordinary operating expenses of the Trust are estimated to be 0.0945% after consideration of the earnings credits and the contractual Trustee fee waiver in effect through February 1, 2011. As of the fiscal year ended September 30, 2009, gross ordinary operating expenses of the Trust were 0.1045%. Future expense accruals will depend primarily on the level of the Trust’s net assets and the level of Trust expenses. The Trustee has agreed to waive a portion of its fee until February 1, 2011, but may thereafter discontinue this voluntary waiver policy. The Trustee’s fee waiver will be calculated after earnings credits are applied. The amount of the earnings credit will be equal to the then current Federal Funds Rate, as reported in nationally distributed publications, multiplied by each day’s daily cash balance, if any, in the Trust’s cash account, reduced by the amount of reserves, if any, for that account required by the Federal Reserve Board of Governors. See “Expenses of the Trust — Trustee Fee Scale” for a description of the Trustee’s fee.

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Highlights
 
•     Units are Ownership Interests in the SPDR 500 Trust
 
SPDR S&P 500 ETF Trust (“Trust”) is a unit investment trust that issues securities called “Trust Units” or “Units.” The Trust is organized under New York law and is governed by an amended and restated trust agreement between State Street Bank and Trust Company (“Trustee”) and PDR Services LLC (“Sponsor”), dated as of January 1, 2004 and effective as of January 27, 2004, as amended (“Trust Agreement”). The Trust is an investment company registered under the Investment Company Act of 1940. Trust Units represent an undivided ownership interest in a portfolio of all of the common stocks of the Standard & Poor’s 500 Composite Stock Price Index ® (“S&P 500 Index”).
 
•     Units Should Closely Track the Value of the Stocks Included in the S&P 500 Index
 
The Trust intends to provide investment results that, before expenses, generally correspond to the price and yield performance of the S&P 500 Index. Current information regarding the value of the S&P 500 Index is available from market information services. Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”), obtains information for inclusion in, or for use in the calculation of, the S&P 500 Index from sources S&P considers reliable. None of S&P, the Sponsor, the Trust, the Trustee or NYSE Arca, Inc. or its affiliates accepts responsibility for or guarantees the accuracy and/or completeness of the S&P 500 Index or any data included in the S&P 500 Index.
 
The Trust holds the Portfolio and cash and is not actively “managed” by traditional methods, which typically involve effecting changes in the Portfolio on the basis of judgments made relating to economic, financial and market considerations. To maintain the correspondence between the composition and weightings of stocks held by the Trust (“Portfolio Securities” or, collectively, “Portfolio”) and component stocks of the S&P 500 Index (“Index Securities”), the Trustee adjusts the Portfolio from time to time to conform to periodic changes in the identity and/or relative weightings of Index Securities. The Trustee aggregates certain of these adjustments and makes changes to the Portfolio at least monthly or more frequently in the case of significant changes to the S&P 500 Index. Any change in the identity or weighting of an Index Security will result in a corresponding adjustment to the prescribed Portfolio Deposit effective on any day that the New York Stock Exchange LLC (“NYSE”) is open for business (“Business Day”) following the day on which the change to the S&P 500 Index takes effect after the close of the market.
 
The value of Trust Units fluctuates in relation to changes in the value of the Portfolio. The market price of each individual Unit may not be identical to the net asset value (“NAV”) of such Unit but, historically, these two valuations have generally been close.


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•     Units are Listed and Trade on NYSE Arca, Inc.
 
Units are listed for trading on NYSE Arca, Inc. (“Exchange” or “NYSE Arca”), and are bought and sold in the secondary market like ordinary shares of stock at any time during the trading day. Units are traded on the Exchange in 100 Unit round lots, but can be traded in odd lots of as little as one Unit. The Exchange may halt trading of Units under certain circumstances as summarized herein, see “Exchange Listing.” Before trading on the Exchange in the secondary market, Trust Units are created at NAV in Creation Units as summarized below and discussed more fully herein. See “The Trust—Creation of Creation Units.”
 
•     Brokerage Commissions on Units
 
Secondary market purchases and sales of Units are subject to ordinary brokerage commissions and charges.
 
•     The Trust Issues and Redeems Units in Multiples of 50,000 Units Called “Creation Units”
 
The Trust issues and redeems Units only in specified large lots of 50,000 Units or multiples thereof referred to as “Creation Units.” Fractional Creation Units may be created or redeemed only in limited circumstances.*
 
Creation Units are issued by the Trust to anyone who, after placing a creation order with ALPS Distributors, Inc. (“Distributor”), deposits with the Trustee a specified portfolio of Index Securities and a cash payment generally equal to dividends (net of expenses) accumulated up to the time of deposit. If the Trustee determines that one or more Index Securities are likely to be unavailable, or available in insufficient quantity, for delivery upon creation of Creation Units, the Trustee may permit the cash equivalent value of one or more of these Index Securities to be included in the Portfolio Deposit as a part of the Cash Component in lieu thereof. If a creator is restricted by regulation or otherwise from investing or engaging in a transaction in one or more Index Securities, the Trustee may permit the cash equivalent value of such Index Securities to be included in the Portfolio Deposit based on the market value of such Index Securities as of the Evaluation Time on the date such creation order is deemed received by the Distributor as part of the Cash Component in lieu of the inclusion of such Index Securities in the stock portion of the Portfolio Deposit.
 
Creation Units are redeemable in kind only and are not redeemable for cash. Upon receipt of one or more Creation Units, the Trust delivers to the redeeming holder a portfolio of Index Securities (based on NAV of the Trust), together with a cash payment. Each redemption has to be accompanied by a Cash Redemption Payment that on any given Business Day is an amount identical to the Cash Component
 
 
  *  See, however, the discussion of termination of the Trust in this Prospectus for a description of the circumstances in which Trust Units may be redeemed in less than a Creation Unit size aggregation of 50,000 Units.


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of a Portfolio Deposit. If the Trustee determines that one or more Index Securities are likely to be unavailable or available in insufficient quantity for delivery by the Trust upon the redemption of Creation Units, the Trustee may deliver the cash equivalent value of one or more of these Index Securities, based on their market value as of the Evaluation Time on the date the redemption order is deemed received by the Trustee, as part of the Cash Redemption Payment in lieu thereof.
 
•     Creation Orders Must be Placed with the Distributor
 
All orders to create Creation Units must be placed with the Distributor. To be eligible to place these orders, an entity or person must be an “Authorized Participant,” which is either (a) a “Participating Party,” or a “DTC Participant,” and (b) in each case must have executed an agreement with the Distributor and the Trustee, as may be amended from time to time (“Participant Agreement”). The term “Participating Party” means a broker-dealer or other participant in the Clearing Process (as defined below), through the Continuous Net Settlement (“CNS”) System of the National Securities Clearing Corporation (“NSCC”), a clearing agency registered with the Securities and Exchange Commission (“SEC”) and the term “DTC Participant” means a participant in The Depository Trust Company (“DTC”). Payment for orders is made by deposits with the Trustee of a portfolio of securities, substantially similar in composition and weighting to Index Securities, and a cash payment in an amount equal to the Dividend Equivalent Payment, plus or minus the Balancing Amount. “Dividend Equivalent Payment” is an amount equal, on a per Creation Unit basis, to the dividends on the Portfolio (with ex-dividend dates within the accumulation period), net of expenses and accrued liabilities for such period (including, without limitation, (i) taxes or other governmental charges against the Trust not previously deducted, if any, and (ii) accrued fees of the Trustee and other expenses of the Trust (including legal and auditing expenses) and other expenses not previously deducted), calculated as if all of the Portfolio Securities had been held for the entire accumulation period for such distribution. The Dividend Equivalent Payment and the Balancing Amount collectively are referred to as “Cash Component” and the deposit of a portfolio of securities and the Cash Component collectively are referred to as a “Portfolio Deposit.” Persons placing creation orders with the Distributor must deposit Portfolio Deposits either (i) through the CNS clearing process of NSCC, as such processes have been enhanced to effect creations and redemptions of Creation Units, such processes referred to herein as the “Clearing Process,” or (ii) with the Trustee outside the Clearing Process ( i.e. through the facilities of DTC).
 
The Distributor acts as underwriter of Trust Units on an agency basis. The Distributor maintains records of the orders placed with it and the confirmations of acceptance and furnishes to those placing such orders confirmations of acceptance of the orders. The Distributor also is responsible for delivering a prospectus to persons creating Trust Units. The Distributor also maintains a record of the delivery instructions in response to orders and may provide certain other administrative services.
 
The Distributor is a corporation organized under the laws of the State of Colorado and is located at 1290 Broadway, Suite 1100, Denver, CO 80203, toll free number: 1-800-843-2639. The Distributor is a registered broker-dealer and a


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member of FINRA (the successor organization to the National Association of Securities Dealers, Inc.). The Sponsor of the Trust pays the Distributor for its services a flat annual fee. The Sponsor will not seek reimbursement for such payment from the Trust without obtaining prior exemptive relief from the SEC.
 
•     Expenses of the Trust
 
The expenses of the Trust are accrued daily and reflected in the NAV of the Trust. After reflecting waivers (including earnings credits as a result of uninvested cash balances of the Trust), the Trust currently is accruing ordinary operating expenses at an annual rate of 0.0945%.
 
         
Shareholder Fees:*
    None*  
(fees paid directly from your investment)
       
 
Estimated Trust Annual Ordinary Operating Expenses:
         
    As a % of
 
Current Trust Annual Ordinary Operating Expenses
 
Trust Net Assets
 
 
Trustee’s Fee**
    0.0524 %
S&P License Fee
    0.0302 %
Marketing
    0.0200 %
Registration Fee
    0.0000 %
Other Operating Expenses
    0.0019 %
         
Total:
    0.1045 %
Trustee Waiver**
    (0.0100 )%
         
Net Expenses After Waiver
    0.0945 %
 
Future expense accruals will depend primarily on the level of the Trust’s net assets and the level of expenses.
 
 
* Investors do not pay shareholder fees directly from their investment, but purchases and redemptions of Creation Units are subject to Transaction Fees (described below in “A Transaction Fee is Payable For Each Creation and For Each Redemption of Creation Units”), and purchases and sales of Units in the secondary market are subject to ordinary brokerage commissions and charges (described above in “Brokerage Commissions on Units”).
 
** Until February 1, 2011, the Trustee has agreed to waive a portion of its fee to the extent operating expenses exceed 0.0945% after taking into consideration the earnings credit with respect to uninvested cash balances of the Trust. The amount of the earnings credit will be equal to the then current Federal Funds Rate, as reported in nationally distributed publications, multiplied by each day’s daily cash balance, if any, in the Trust’s cash account, reduced by the amount of reserves, if any, for that account required by the Federal Reserve Board of Governors. Thereafter, the Trustee may discontinue this voluntary waiver policy. Therefore, there is no guarantee that the Trust’s ordinary operating expenses will not exceed 0.0945% of the Trust’s daily NAV.


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•     Bar Chart and Table
 
The bar chart below (“Bar Chart”) and the table on the next page entitled “Average Annual Total Returns (for periods ending December 31, 2009)” (“Table”) provide some indication of the risks of investing in the Trust by showing the variability of the Trust’s returns based on net assets and comparing the Trust’s performance to the performance of the S&P 500 Index. Past performance (both before and after tax) is not necessarily an indication of how the Trust will perform in the future.
 
The after-tax returns presented in the Table are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your specific tax situation and may differ from those shown below. After-tax returns are not relevant to investors who hold Units through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. The total returns in the Bar Chart, as well as the total and after-tax returns presented in the Table, have been calculated assuming that the reinvested price for the last income distribution made in each calendar year shown below ( e.g. 12/18/09) was the NAV on the last Business Day of such year ( e.g.  12/31/09), rather than the actual reinvestment price for such distribution which was the NAV on the last Business Day of January  of the following calendar year ( e.g.  1/29/10). Therefore, the actual performance calculation for any calendar year may be different than that shown below in the Bar Chart and Table. In addition, the total returns in the Bar Chart and the total and after-tax returns presented in the Table do not reflect Transaction Fees payable by those persons purchasing and redeeming Creation Units, nor do they reflect brokerage commissions incurred by those persons purchasing and selling Units in the secondary market (see footnotes (2) and (3) to the Table).
 
(BAR CHART)
 
This Bar Chart shows the performance of the Trust for each full calendar year for the past 10 years ended December 31, 2009. During the period shown above (January 1, 2000 through December 31, 2009), the highest quarterly return for the Trust was 15.84% for the quarter ended June 30, 2009, and the lowest was −21.92% for the quarter ended December 31, 2008.


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Average Annual Total Returns (for periods ending December 31, 2009)
 
                         
    Past
    Past
    Past
 
    One Year     Five Years     Ten Years  
 
SPDR 500 Trust
                       
Return Before Taxes (1)(2)(3)
    26.27 %     0.38 %     −1.01 %
Return After Taxes on Distributions (1)(2)(3)
    25.84 %     0.03 %     −1.38 %
Return After Taxes on Distributions and Redemption of Creation Units (1)(2)(3)
    17.51 %     0.29 %     −0.97 %
S&P 500 Index (4)
    26.46 %     0.42 %     −0.95 %
 
 
(1) Includes all applicable ordinary operating expenses set forth above in the section of “Highlights” entitled “Expenses of the Trust.”
 
(2) Does not include the Transaction Fee which is payable to the Trustee only by persons purchasing and redeeming Creation Units as discussed below in the section of “Highlights” entitled “A Transaction Fee is Payable For Each Creation and For Each Redemption of Creation Units.” If these amounts were reflected, returns would be less than those shown.
 
(3) Does not include brokerage commissions and charges incurred only by persons who make purchases and sales of Units in the secondary market as discussed above in the section of “Highlights” entitled “Brokerage Commissions on Units.” If these amounts were reflected, returns would be less than those shown.
 
(4) Does not reflect deductions for taxes, operating expenses, Transaction Fees, brokerage commissions, or fees of any kind.


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SPDR 500 Trust
 
GROWTH OF $10,000 INVESTMENT
SINCE INCEPTION (1)
(LINE GRAPH)
 
(1) Past performance is not necessarily an indication of how the Trust will perform in the future.
 
(2) Effective as of September 30, 1997 the Trust’s fiscal year end changed from December 31 to September 30.
 
•     A Transaction Fee is Payable for Each Creation and for Each Redemption of Creation Units
 
The transaction fee payable to the Trustee in connection with each creation and redemption of Creation Units made through the Clearing Process (“Transaction Fee”) is non-refundable, regardless of the NAV of the Trust. This Transaction Fee is the lesser of $3,000 or 10/100 of one percent (10 basis points) of the value of one Creation Unit at the time of creation (“10 Basis Point Limit”) per Participating Party per day, regardless of the number of Creation Units created or redeemed on such day. The Transaction Fee is currently $3,000.
 
For creations and redemptions outside the Clearing Process, an additional amount not to exceed three (3) times the Transaction Fee applicable for one Creation Unit is charged per Creation Unit per day. Under the current schedule, therefore, the total fee charged in connection with creation or redemption outside the Clearing Process would be $3,000 (the Transaction Fee for the creation or redemption of one Creation Unit) plus an additional amount up to $9,000 (3 times $3,000), for a total not to exceed $12,000. Creators and redeemers restricted from engaging in transactions in one or more Index Securities may pay the Trustee the Transaction Fee and may pay an additional amount per Creation Unit not to exceed three (3) times the Transaction Fee applicable for one Creation Unit.


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•     Units are Held in Book Entry Form Only
 
DTC or its nominee is the record or registered owner of all outstanding Units. Beneficial ownership of Units is shown on the records of DTC or its participants (owners of such beneficial interests are referred to herein as “Beneficial Owners”). Individual certificates are not issued for Units. See “The Trust—Depository; Book-Entry-Only System.”
 
•     SPDR 500 Trust Makes Periodic Dividend Payments
 
Unitholders receive on the last Business Day of April, July, October and January an amount corresponding to the amount of any cash dividends declared on the Portfolio Securities during the applicable period, net of fees and expenses associated with operation of the Trust, and taxes, if applicable. Because of such fees and expenses, the dividend yield for Units is ordinarily less than that of the S&P 500 Index. Investors should consult their tax advisors regarding tax consequences associated with Trust dividends, as well as those associated with Unit sales or redemptions.
 
Quarterly distributions based on the amount of dividends payable with respect to portfolio Securities and other income received by the Trust, net of fees and expenses, and taxes, if applicable, are made via DTC and its participants to Beneficial Owners on each Dividend Payment Date. Any capital gain income recognized by the Trust in any taxable year that is not previously treated as distributed during the year ordinarily is to be distributed at least annually in January of the following taxable year. The Trust may make additional distributions shortly after the end of the year in order to satisfy certain distribution requirements imposed by the Internal Revenue Code of 1986, as amended (“Code”). Although all distributions are currently made quarterly, under certain limited circumstances the Trustee may vary the periodicity with which distributions are made. The amount of distributions may vary significantly from period to period. Those Beneficial Owners interested in reinvesting their quarterly distributions may do so through a dividend reinvestment service, if one is offered by their broker-dealer. Under limited certain circumstances, special dividend payments also may be made to the Beneficial Owners. See “Administration of the Trust — Distributions to Beneficial Owners.”
 
•     The Trust Intends to Qualify as a Regulated Investment Company
 
For the fiscal year ended September 30, 2009, the Trust believes that it qualified for tax treatment as a “regulated investment company” under Subchapter M of the Code. The Trust intends to continue to so qualify and to distribute annually its entire investment company taxable income and net capital gain. Distributions that are taxable as ordinary income to Beneficial Owners generally may constitute qualified dividend income eligible (a) for the maximum 15% tax rate for non-corporate taxpayers through 2010 and (b) for federal income tax purposes for the dividends-received deduction available to many corporations to the extent of qualified


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dividend income received by the Trust. The Trust’s regular quarterly distributions are based on the dividend performance of the Portfolio during such quarterly distribution period rather than the actual taxable income of the Trust. As a result, a portion of the distributions of the Trust may be treated as a return of capital or a capital gain dividend for federal income tax purposes or the Trust may be required to make additional distributions to maintain its status as a regulated investment company or to avoid imposition of income or excise taxes on undistributed income.
 
•     Termination of the Trust
 
The Trust has a specified lifetime term. The Trust is scheduled to terminate on the first to occur of (a) January 22, 2118 or (b) the date 20 years after the death of the last survivor of eleven persons named in the Trust Agreement, the oldest of whom was born in 1990 and the youngest of whom was born in 1993. Upon termination, the Trust may be liquidated and pro rata shares of the assets of the Trust, net of certain fees and expenses, distributed to holders of Units.
 
•     Restrictions on Purchases of Trust Units by Investment Companies
 
Purchases of Trust Units by investment companies are subject to restrictions set forth in Section 12(d)(1) of the Investment Company Act of 1940. The Trust has received an SEC order that permits registered investment companies to invest in Units beyond these limits, subject to certain conditions and terms. One such condition is that registered investment companies relying on the order must enter into a written agreement with the Trust. Registered investment companies wishing to learn more about the order and the agreement should telephone 1-800-843-2639.
 
The Trust itself is also subject to the restrictions of Section 12(d)(1). This means that (a) the Trust cannot invest in any registered investment company, to the extent that the Trust would own more than 3% of that registered investment company’s outstanding share position, (b) the Trust cannot invest more than 5% of its total assets in the securities of any one registered investment company, and (c) the Trust cannot invest more than 10% of its total assets in the securities of registered investment companies in the aggregate.
 
Risk Factors
 
Investors can lose money by investing in Units. Investors should carefully consider the risk factors described below together with all of the other information included in this Prospectus before deciding to invest in Units.
 
Investment in the Trust involves the risks inherent in an investment in any equity security.   An investment in the Trust is subject to the risks of any investment in a broadly based portfolio of common stocks, including the risk that the general level of stock prices may decline, thereby adversely affecting the value of such investment. The value of Portfolio Securities may fluctuate in accordance with changes in the financial condition of the issuers of Portfolio Securities (particularly those that are


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heavily weighted in the S&P 500 Index), the value of common stocks generally and other factors. The identity and weighting of Index Securities and the Portfolio Securities also change from time to time.
 
The financial condition of the issuers may become impaired or the general condition of the stock market may deteriorate (either of which may cause a decrease in the value of the Portfolio and thus in the value of Units). Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. These investor perceptions are based on various and unpredictable factors including expectations regarding government, economic, monetary and fiscal policies, inflation and interest rates, economic expansion or contraction, and global or regional political, economic and banking crises.
 
Holders of common stocks of any given issuer incur more risk than holders of preferred stocks and debt obligations of the issuer because the rights of common stockholders, as owners of the issuer, generally are inferior to the rights of creditors of, or holders of debt obligations or preferred stocks issued by, such issuer. Further, unlike debt securities that typically have a stated principal amount payable at maturity, or preferred stocks that typically have a liquidation preference and may have stated optional or mandatory redemption provisions, common stocks have neither a fixed principal amount nor a maturity. Common stock values are subject to market fluctuations as long as the common stock remains outstanding. The value of the Portfolio will fluctuate over the entire life of the Trust.
 
There can be no assurance that the issuers of Portfolio Securities will pay dividends. Distributions generally depend upon the declaration of dividends by the issuers of Portfolio Securities and the declaration of such dividends generally depends upon various factors, including the financial condition of the issuers and general economic conditions.
 
The Trust is not actively managed.   The Trust is not actively “managed” by traditional methods, and therefore the adverse financial condition of an issuer will not result in the elimination of its stocks from the Portfolio unless the stocks of such issuer are removed from the S&P 500 Index.
 
A liquid trading market for certain Portfolio Securities may not exist.   Although most of the Portfolio Securities are listed on a national securities exchange, the principal trading market for some may be in the over-the-counter market. The existence of a liquid trading market for certain Portfolio Securities may depend on whether dealers will make a market in such stocks.
 
There can be no assurance that a market will be made for any Portfolio Securities, that any market will be maintained or that any such market will be or remain liquid. The price at which Portfolio Securities may be sold and the value of the Portfolio will be adversely affected if trading markets for Portfolio Securities are limited or absent.


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The Trust may not always be able exactly to replicate the performance of the S&P 500 Index.   It is possible that the Trust may not always fully replicate the performance of the S&P 500 Index due to the unavailability of certain Index Securities in the secondary market or due to other extraordinary circumstances. In addition, the Trust is not able to replicate exactly the performance of the S&P 500 Index because the total return generated by the Portfolio is reduced by Trust expenses and transaction costs incurred in adjusting the actual balance of the Portfolio.
 
Investment in the Trust may have adverse tax consequences.   Investors in the Trust should also be aware that there are tax consequences associated with the ownership of Trust Units resulting from the distribution of Trust dividends and sales of Units as well as under certain circumstances the sales of stocks held by the Trust in connection with redemptions.
 
NAV may not always correspond to market price.   The NAV of Units in Creation Unit size aggregations and, proportionately, the NAV per Unit, changes as fluctuations occur in the market value of Portfolio Securities. Investors should be aware that the aggregate public trading market price of 50,000 Units may be different from the NAV of a Creation Unit ( i.e. , 50,000 Units may trade at a premium over, or at a discount to, the NAV of a Creation Unit) and similarly the public trading market price per Unit may be different from the NAV of a Creation Unit on a per Unit basis. This price difference may be due, in large part, to the fact that supply and demand forces at work in the secondary trading market for Units is closely related to, but not identical to, the same forces influencing the prices of Index Securities trading individually or in the aggregate at any point in time. Investors also should note that the size of the Trust in terms of total assets held may change substantially over time and from time to time as Creation Units are created and redeemed.
 
The Exchange may halt trading in Trust Units.   Units are listed for trading on NYSE Arca under the market symbol SPY. Trading in Trust Units may be halted under certain circumstances as summarized herein (see “Exchange Listing”). Also, there can be no assurance that the requirements of the Exchange necessary to maintain the listing of Trust Units will continue to be met or will remain unchanged. The Trust will be terminated if Trust Units are delisted from the Exchange.
 
Trust Units are subject to market risks.   Units are subject to the risks other than those inherent in an investment in equity securities, discussed above, in that the selection of the stocks included in the Portfolio, the expenses associated with the Trust, or other factors distinguishing an ownership interest in a trust from the direct ownership of a portfolio of stocks may affect trading in Trust Units.
 
The regular settlement period for Creation Units may be reduced.   Except as otherwise specifically noted, the time frames for delivery of stocks, cash, or Trust Units in connection with creation and redemption activity within the Clearing Process are based on NSCC’s current “regular way” settlement period of three (3) days during which NSCC is open for business (each such day an “NSCC Business Day”). NSCC may, in the future, reduce such “regular way” settlement period, in


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which case there may be a corresponding reduction in settlement periods applicable to Unit creations and redemptions.
 
Clearing and settlement of Creation Units may be delayed or fail.   The Trustee delivers a portfolio of stocks for each Creation Unit delivered for redemption substantially identical in weighting and composition to the stock portion of a Portfolio Deposit as in effect on the date the request for redemption is deemed received by the Trustee. If redemption is processed through the Clearing Process, the stocks that are not delivered are covered by NSCC’s guarantee of the completion of such delivery. Any stocks not received on settlement date are marked-to-market until delivery is completed. The Trust, to the extent it has not already done so, remains obligated to deliver the stocks to NSCC, and the market risk of any increase in the value of the stocks until delivery is made by the Trust to NSCC could adversely affect the NAV of the Trust. Investors should note that the stocks to be delivered to a redeemer submitting a redemption request outside of the Clearing Process that are not delivered to such redeemer are not covered by NSCC’s guarantee of completion of delivery.
 
Buying or Selling Trust Units Incurs Costs.   Purchases and sales of exchange traded securities involve both brokerage and “spread” costs. Investors buying or selling Trust Units will incur a commission, fee or other charges imposed by the broker executing the transaction. In addition, investors will also bear the cost of the “spread”, which is the difference between the “bid” (the price at which securities professionals will buy Trust Units) and the “ask” or “offer” (the price at which securities professionals are willing to sell Trust Units). Therefore, investors should be aware that frequent trading in Trust Units may involve brokerage and spread costs that may have a significant negative effect upon their overall investment results. This may be especially true for investors who make frequent periodic investments in small amounts of Trust Units over a lengthy time period.


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SPDR TRUST, SERIES 1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
 
To the Trustee and Unitholders of SPDR Trust, Series 1
 
 
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of SPDR Trust, Series 1 (the “Trust”) at September 30, 2009, the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Trustee; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements 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 are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at September 30, 2009 by correspondence with the custodian, and the application of alternative auditing procedures where confirmations of securities purchased had not been received, provide a reasonable basis for our opinion.
 
PricewaterhouseCoopers LLP
Boston, Massachusetts
November 24, 2009


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SPDR Trust, Series 1
Statement of Assets and Liabilities
September 30, 2009
 
         
Assets
       
Investments in securities, at value (including affiliated investments at value of $199,536,259)
  $ 71,621,512,714  
Cash
    296,175,589  
Receivable for SPDR’s issued in-kind
    714,973  
Dividends receivable — unaffiliated issuers
    87,959,020  
Dividends receivable — affiliated issuers
    37,128  
         
Total Assets
    72,006,399,424  
         
Liabilities
       
Income distribution payable
    335,935,330  
Accrued trustee expense
    1,955,104  
Accrued expenses and other liabilities
    12,643,137  
         
Total Liabilities
    350,533,571  
         
Net Assets
  $ 71,655,865,853  
         
Net Assets Consist of:
       
Paid in Capital (Note 4)
  $ 71,472,228,762  
Distribution in excess of net investment income
    (336,373,142 )
Accumulated net realized loss on investments
    (9,170,239,767 )
Net unrealized appreciation on investments
    9,690,250,000  
         
Net Assets
  $ 71,655,865,853  
         
Net asset value per SPDR
  $ 105.73  
         
Units of fractional undivided interest
       
(“SPDRs”) outstanding, unlimited units authorized, $0.00 par value
    677,710,721  
         
Cost of investments (including cost of affiliated investments of $164,567,461)
  $ 61,931,262,714  
         
 
See accompanying notes to financial statements.


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SPDR Trust, Series 1
Statements of Operations
 
                         
    For the
    For the
    For the
 
    Year Ended
    Year Ended
    Year Ended
 
    September 30,
    September 30,
    September 30,
 
    2009     2008     2007  
 
Investment Income
                       
Dividend income — unaffiliated issuers
  $ 1,899,322,298     $ 1,628,431,147     $ 1,230,919,171  
Dividend income — affiliated issuers
    2,239,900       2,890,454       1,534,780  
                         
Total Investment Income
    1,901,562,198       1,631,321,601       1,232,453,951  
                         
Expenses
                       
Trustee expense
    37,299,801       36,310,380       39,138,318  
S&P license fee
    21,492,906       23,977,390       22,480,686  
Marketing expense
    14,233,147       18,115,010       12,846,106  
Legal and audit services
    277,642       155,059       131,502  
Other expenses
    1,050,269       2,341,136       985,568  
                         
Total Expenses
    74,353,765       80,898,975       75,582,180  
Trustee expense waiver
    (7,102,147 )     (6,923,474 )     (4,970,832 )
                         
Net Expenses
    67,251,618       73,975,501       70,611,348  
Trustee earnings credits
                (18,950,100 )
                         
Net Expenses after Trustee earnings credits
    67,251,618       73,975,501       51,661,248  
                         
Net Investment Income
    1,834,310,580       1,557,346,100       1,180,792,703  
                         
Realized and Unrealized Gain (Loss) on
Investments
                       
Net realized gain (loss) on (Note 5):
                       
Investment transactions —
unaffiliated issuers
    (44,584,311,986 )     (8,458,807,396 )     8,384,712,286  
Investment transactions —
affiliated issuers
    (166,785,981 )     19,363,771       12,487,253  
Net change in unrealized appreciation (depreciation) on:
                       
Investment transactions —
unaffiliated issuers
    29,208,992,488       (12,549,019,477 )     451,101,267  
Investment transactions —
affiliated issuers
    90,665,805       (54,343,615 )     (3,623,083 )
                         
Net Realized and Unrealized Gain/(Loss) on Investments
    (15,451,439,674 )     (21,042,806,717 )     8,844,677,723  
                         
Net increase (decrease) in net assets resulting from operations
  $ (13,617,129,094 )   $ (19,485,460,617 )   $ 10,025,470,426  
                         
 
See accompanying notes to financial statements.


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SPDR Trust, Series 1
Statements of Changes in Net Assets
­ ­
 
                         
    For the
    For the
    For the
 
    Year Ended
    Year Ended
    Year Ended
 
    September 30,
    September 30,
    September 30,
 
    2009     2008     2007  
 
Increase (decrease) in net assets resulting from operations:
                       
Net investment income
  $ 1,834,310,580     $ 1,557,346,100     $ 1,180,792,703  
Net realized gain (loss) on investment transactions
    (44,751,097,967 )     (8,439,443,625 )     8,397,199,539  
Net change in unrealized appreciation (depreciation)
    29,299,658,293       (12,603,363,092 )     447,478,184  
                         
Net increase/(decrease) in net assets resulting from operations
    (13,617,129,094 )     (19,485,460,617 )     10,025,470,426  
                         
Net equalization credits and charges
    79,929,657       218,645,921       115,289,393  
                         
Distributions to unitholders from net investment income
    (1,938,730,332 )     (1,782,447,532 )     (1,323,001,746 )
                         
                         
From SPDR Trust, Series 1 shares transactions:
                       
Net proceeds from sale of shares
    343,468,772,184       445,910,262,535       269,830,592,741  
Net proceeds from reinvestment of distributions
    12,270,791       13,008,992       11,506,562  
Cost of shares repurchased
    (349,232,583,429 )     (410,330,564,199 )     (257,491,986,404 )
Net income equalization
    (79,929,657 )     (218,645,921 )     (115,289,393 )
                         
Net increase (decrease) in net assets from issuance and redemption of SPDRs
    (5,831,470,111 )     35,374,061,407       12,234,823,506  
                         
Net increase (decrease) in net assets during period
    (21,307,399,880 )     14,324,799,179       21,052,581,579  
Net assets at beginning of period
    92,963,265,733       78,638,466,554       57,585,884,975  
                         
Net assets end of period*
  $ 71,655,865,853     $ 92,963,265,733     $ 78,638,466,554  
                         
                         
SPDR Trust, Series 1 shares:
                       
Shares sold
    3,788,050,000       3,304,850,000       1,838,900,000  
Shares issued from reinvesment of distributions
    135,148       95,213       80,264  
Shares redeemed
    (3,908,300,000 )     (3,022,850,000 )     (1,754,500,000 )
                         
Net increase (decrease)
    (120,114,852 )     282,095,213       84,480,264  
                         
* Includes distribution in excess of net investment income
  $ (336,373,142 )   $ (439,719,151 )   $ (354,299,342 )
                         
 
See accompanying notes to financial statements.


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SPDR Trust Series 1
Financial Highlights
Selected data for a SPDR outstanding during the year
 
                                         
    For the
    For the
    For the
    For the
    For the
 
    Year Ended
    Year Ended
    Year Ended
    Year Ended
    Year Ended
 
    September 30,
    September 30,
    September 30,
    September 30,
    September 30,
 
    2009     2008     2007     2006     2005  
 
Net asset value, beginning of year
  $ 116.52     $ 152.48     $ 133.53     $ 122.85     $ 111.78  
                                         
Investment operations:
                                       
Net investment income
    2.32(1 )     2.72(1 )     2.66(1 )     2.32(1 )     2.40(2 )
Net realized and unrealized gain (loss) on investments
    (10.90 )     (36.28 )     18.75       10.54       10.97  
                                         
Total from investment operations
    (8.58 )     (33.56 )     21.41       12.86       13.37  
                                         
Net equalization credits and charges(1)
    0.10       0.38       0.26       0.15       0.10  
                                         
                                         
Less distributions from:
                                       
Net investment income
    (2.31 )     (2.78 )     (2.72 )     (2.33 )     (2.40 )
                                         
Net asset value, end of year
  $ 105.73     $ 116.52     $ 152.48     $ 133.53     $ 122.85  
                                         
Total investment return(3)
    (6.90 )%     (21.84 )%     16.31 %     10.64 %     12.11 %
Ratios and supplemental data
                                       
Ratio to average net assets:
                                       
Net investment income
    2.58 %     1.99 %     1.86 %     1.83 %     2.02 %
Total expenses(4)
    0.09 %     0.09 %     0.08 %     0.08 %     0.10 %
Total expenses excluding Trustee earnings credit
    0.10 %     0.11 %     0.11 %     0.10 %     0.10 %
Total expenses excluding Trustee earnings credit and fee waivers
    0.10 %     0.11 %     0.12 %     0.12 %     0.13 %
Portfolio turnover rate(5)
    6.68 %     4.56 %     2.95 %     3.70 %     6.01 %
Net assets, end of year (000’s)
  $ 71,655,866     $ 92,963,266     $ 78,638,467     $ 57,585,885     $ 47,028,594  
 
 
(1)  Per share numbers have been calculated using the average shares method.
 
(2)  Net investment income per unit reflects receipt of a special one time dividend from a portfolio holding. The effect of this dividend amounted to $0.40 per share.
 
(3)  Total return is calculated assuming a purchase of shares at net asset value per share on the first day and a sale at net asset value per share on the last day of each period reported. Distributions are assumed, for the purposes of this calculation, to be reinvested at the net asset value per share on the respective payment dates of each Fund. Total return for a period of less than one year is not annualized. Broker commission charges are not included in this calculation.
 
(4)  Net of expenses reimbursed by the Trustee.
 
(5)  Portfolio turnover ratio excludes securities received or delivered from processing creations or redemptions of SPDRs.
 
See accompanying notes to financial statements.


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SPDR Trust Series 1
Notes to Financial Statements
September 30, 2009
 
Note 1 — Organization
 
SPDR Trust, Series 1 (the “Trust”) is a unit investment trust created under the laws of the State of New York and registered under the Investment Company Act of 1940, as amended. The Trust was created to provide investors with the opportunity to purchase a security representing a proportionate undivided interest in a portfolio of securities consisting of substantially all of the component common stocks, in substantially the same weighting, which comprise the Standard & Poor’s 500 Composite Price Index (the “S&P 500 Index”). Each unit of fractional undivided interest in the Trust is referred to as a Standard & Poor’s Depositary Receipt (“SPDR”). The Trust commenced operations on January 22, 1993 upon the initial issuance of 150,000 SPDRs (equivalent to three “Creation Units” — see Note 4) in exchange for a portfolio of securities assembled to reflect the intended portfolio composition of the Trust.
 
Under the Amended and Restated Standard Terms and Conditions of the Trust, as amended (“Trust Agreement”), PDR Services, LLC, as Sponsor of the Trust (“Sponsor”), and State Street Bank and Trust Company, as Trustee of the Trust (“Trustee”), are indemnified against certain liabilities arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. However, based on experience the Trust expects the risk of material loss to be remote.
 
The Sponsor and Trustee have approved an amendment, dated as of November 23, 2009, to the Trust Agreement to change the name of the Trust to “SPDR S&P 500 ETF Trust” and to make related conforming changes, effective on or around January 26, 2010. The investment objective and policies of the Trust will remain the same.
 
Note 2 — Significant Accounting Policies
 
The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements:
 
The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.


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SPDR Trust Series 1
Notes to Financial Statements
September 30, 2009
 
Note 2 — Significant Accounting Policies – (continued)
 
Security Valuation
 
The value of the Trust’s portfolio securities is based on the market price of the securities, which generally means a valuation obtained from an exchange or other market (or based on a price quotation or other equivalent indication of value supplied by an exchange or other market) or a valuation obtained from an independent pricing service. If a security’s market price is not readily available or does not otherwise accurately reflect the fair value of the security, the security will be valued by another method that State Street Bank and Trust Company, in its capacity as Trustee, believes will better reflect fair value in accordance with the Trust’s valuation policies and procedures. The Trustee has delegated the process of valuing securities for which market quotations are not readily available or do not otherwise accurately reflect the fair value of the security to the Pricing and Investment Committee (the “Committee”). The Committee, subject to oversight by the Trustee, may use fair value pricing in a variety of circumstances, including but not limited to, situations when trading in a security has been suspended or halted. Accordingly, the Trust’s net asset value may reflect certain portfolio securities’ fair values rather than their market prices. Fair value pricing involves subjective judgments and it is possible that the fair value determination for a security is materially different than the value that could be received on the sale of the security.
 
Effective October 1, 2008, the first day of the Trust’s fiscal year 2009, the Trust adopted the authoritative guidance for fair value measurements and the fair value option for financial assets and financial liabilities. The guidance for the fair value option for financial assets and financial liabilities provides the Trust the irrevocable option to measure many financial assets and liabilities at fair value with changes in fair value recognized in earnings. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The guidance establishes three levels of inputs that may be used to measure fair value:
 
  •  Level 1 — quoted prices in active markets for identical investments
 
  •  Level 2 — other significant observable inputs (including, but not limited to, quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
 
  •  Level 3 — significant unobservable inputs (including the Trust’s own assumptions in determining the fair value of investments)


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SPDR Trust Series 1
Notes to Financial Statements
September 30, 2009
 
Note 2 — Significant Accounting Policies – (continued)
 
 
Investments that use Level 2 or Level 3 inputs may include, but are not limited to: (i) an unlisted security related to corporate actions; (ii) a restricted security (e.g., one that may not be publicly sold without registration under the Securities Act of 1933, as amended); (iii) a security whose trading has been suspended or which has been de-listed from its primary trading exchange; (iv) a security that is thinly traded; (v) a security in default or bankruptcy proceedings for which there is no current market quotation; (vi) a security affected by currency controls or restrictions; and (vii) a security affected by a significant event (e.g., an event that occurs after the close of the markets on which the security is traded but before the time as of which the Trust’s net assets are computed and that may materially affect the value of the Trust’s investments). Examples of events that may be “significant events” are government actions, natural disasters, armed conflicts, acts of terrorism, and significant market fluctuations.
 
Fair value pricing could result in a difference between the prices used to calculate the Trust’s net asset value and the prices used by the S&P 500 Index, which, in turn, could result in a difference between the Trust’s performance and the performance of the S&P 500 Index. The inputs or methodology used for valuation are not necessarily an indication of the risk associated with investing in those investments. The type of inputs used to value each security is identified in the Schedule of Investments, which also includes a breakdown of the Trust’s investments by industry.
 
The following table summarizes the inputs used in valuing the Trust’s investments, as of September 30, 2009:
 
                             
Level 1-
  Level 2-
  Level 3-
   
Quoted
  Other Significant
  Significant
   
Prices   Observable Inputs   Unobservable Inputs   Total
 
$ 71,621,512,714     $     $     $ 71,621,512,714  
 
Subsequent Events
 
Management has evaluated the possibility of subsequent events existing in the Trust’s financial statements through November 24, 2009. Management has determined that there are no material events that would require disclosure in the Trust’s financial statements through this date.
 
Investment Risk
 
The Trust invests in various investments which are exposed to risks, such as market risk. Due to the level of risk associated with certain investments it is at least


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SPDR Trust Series 1
Notes to Financial Statements
September 30, 2009
 
Note 2 — Significant Accounting Policies – (continued)
 
reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.
 
An investment in the Trust involves risks similar to those of investing in any fund of equity securities, such as market fluctuations caused by such factors as economic and political developments, changes in interest rates and perceived trends in stock prices. The value of a SPDR will decline, more or less, in correlation with any decline in value of the S&P 500 Index. The values of equity securities could decline generally or could underperform other investments. Further, the Trust would not sell an equity security because the security’s issuer was in financial trouble unless that security is removed from the S&P 500 Index.
 
Investment Transactions
 
Investment transactions are recorded on the trade date. Realized gains and losses from the sale or disposition of securities are recorded on the identified cost basis. Dividend income is recorded on the ex-dividend date.
 
Distributions to Unitholders
 
The Trust declares and distributes dividends from net investment income to its unitholders quarterly. The Trust declares and distributes net realized capital gains, if any, at least annually.
 
Effective October 30, 2009, the Trust’s Dividend Reinvestment Service is no longer available. Broker-dealers, at their own discretion, may offer a dividend reinvestment service under which additional SPDRs are purchased in the secondary market at current market prices. Investors should consult their broker-dealer for further information regarding any dividend reinvestment service offered by such broker-dealer.
 
Equalization
 
The Trust follows the accounting practice known as “Equalization” by which a portion of the proceeds from sales and costs of reacquiring the Trust’s units, equivalent on a per unit basis to the amount of distributable net investment income on the date of the transaction, is credited or charged to undistributed net investment income. As a result, undistributed net investment income per unit is unaffected by sales or reacquisitions of the Trust’s units.


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SPDR Trust Series 1
Notes to Financial Statements
September 30, 2009
 
Note 2 — Significant Accounting Policies – (continued)
 
Federal Income Tax
 
The Trust has qualified and intends to continue to qualify as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended. By so qualifying and electing, the Trust will not be subject to federal income taxes to the extent it distributes its taxable income, including any net realized capital gains, for each fiscal year. In addition, by distributing during each calendar year substantially all of its net investment income and capital gains, if any, the Trust will not be subject to federal excise tax. Income and capital gain distributions are determined in accordance with income tax regulations which may differ from those determined in accordance with U.S. generally accepted accounting principles. These differences are primarily due to differing treatments for income equalization, in-kind transactions and losses deferred due to wash sales. Net investment income per unit calculations in the financial highlights for all years presented exclude these differences.
 
The Trust has reviewed the tax positions for the open tax years as of September 30, 2009 and has determined that no provision for income tax is required in the Trust’s Financial Statements. The Trust’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service.
 
During 2009, the Trust reclassified $43,549,328,499 of non-taxable security losses realized from the in-kind redemption of Creation Units (Note 4) as a decrease to paid in capital in the Statement of Assets and Liabilities. At September 30, 2009, the cost of investments for federal tax purposes was $61,972,554,261, accordingly, gross unrealized appreciation was $9,770,786,639 and gross unrealized depreciation was $121,828,186, resulting in net unrealized appreciation of $9,648,958,453.
 
At September 30, 2009, the Trust had capital loss carryforwards of $472,492,447, $1,530,834,020, $445,024,832, $380,379,645, $1,174,140,896, $1,056,971,322, $917,820,735, and $2,555,216,739 which will expire on September 30, 2010, September 30, 2011, September 30, 2012, September 30, 2013, September 30, 2014, September 30, 2015, September 30, 2016 and September 30, 2017, respectively. During the tax year ended September 30, 2009, the Trust had $403,831,303 of capital loss carryforwards expire. The Trust incurred losses of $596,067,584 during the period November 1, 2008 through September 30, 2009 that were deferred for tax purposes until fiscal 2010.
 
The tax character of distributions paid during the year ended September 30, 2009 was $1,938,730,332 of ordinary income. The tax character of distributions paid during the year ended September 30, 2008 was $1,782,447,532 of ordinary income. The tax


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SPDR Trust Series 1
Notes to Financial Statements
September 30, 2009
 
Note 2 — Significant Accounting Policies – (continued)
 
character of distributions paid during the year ended September 30, 2007 was $1,323,001,746 of ordinary income.
 
As of September 30, 2009, the components of distributable earnings (excluding unrealized appreciation/(depreciation)) on the tax basis were undistributed ordinary income of $0 and undistributed long term capital gain of $0.
 
Note 3 — Transactions with the Trustee and Sponsor
 
In accordance with the Trust Agreement, the Trustee maintains the Trust’s accounting records, acts as custodian and transfer agent to the Trust, and provides administrative services, including filing of certain regulatory reports. The Trustee is also responsible for determining the composition of the portfolio of securities which must be delivered and/or received in exchange for the issuance and/or redemption of Creation Units of the Trust, and for adjusting the composition of the Trust’s portfolio from time to time to conform to changes in the composition and/or weighting structure of the S&P 500 Index. For these services, the Trustee received a fee at the following annual rates for the year ended September 30, 2009:
 
     
Net asset value of the Trust
 
Fee as a percentage of net asset value of the Trust
 
$0 - $499,999,999
  10/100 of 1% per annum plus or minus the Adjustment Amount
$500,000,000 - $2,499,999,999
  8/100 of 1% per annum plus or minus the Adjustment Amount
$2,500,000,000 - and above
  6/100 of 1% per annum plus or minus the Adjustment Amount
 
The Adjustment Amount is the sum of (a) the excess or deficiency of transaction fees received by the Trustee, less the expenses incurred in processing orders for creation and redemption of SPDRs and (b) the amounts earned by the Trustee with respect to the cash held by the Trustee for the benefit of the Trust. During the year ended September 30, 2009, the Adjustment Amount reduced the Trustee’s fee by $5,999,639. The Adjustment Amount included an excess of net transaction fees from processing orders of $5,124,034 and a Trustee earnings credit of $875,605. Prior to 2008, the Trustee earnings credits were presented separately on the Statement of Operations.
 
Effective November 1, 2006, the Trustee changed the method of computing the Adjustment Amount to the Trustee Fee such that all income earned with respect to cash held for the benefit of the Trust is credited against the Trustee’s Fee. In addition, during the period from December 1, 2006 through December 31, 2006, the Trustee applied incremental cash balance credits of $5,918,238.
 
The Trustee voluntarily agreed to waive a portion of its fee, as needed, for one year through February 1, 2010, so that the total operating expenses would not exceed 9.45/100


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SPDR Trust Series 1
Notes to Financial Statements
September 30, 2009
 
Note 3 — Transactions with the Trustee and Sponsor – (continued)
 
of 1% (0.0945%) per annum of the daily net asset value. The total amount of such reimbursement by the Trustee for the year ended September 30, 2007, September 30, 2008 and September 30, 2009 was $4,970,832, $6,923,474 and $7,102,147 respectively. The Trustee has not entered into an agreement with the Trust to recapture waived fees in subsequent periods and the trustee may discontinue the voluntary waiver.
 
Standard and Poor’s (“S&P”), a division of The McGraw Hill Companies, Inc. and State Street Global Markets, LLC (“SSGM”) have entered into a License Agreement. The License Agreement grants SSGM, an affiliate of the Trustee, a license to use the S&P 500 Index as a basis for determining the composition of the Portfolio and to use certain trade names and trademarks of S&P in connection with the Portfolio. The Trustee on behalf of the Trust, NYSE Arca, Inc. (“NYSE Arca”) and PDR Services LLC (the “Sponsor”) have each received a sublicense from SSGM and S&P for the use of the S&P 500 Index and such trade names and trademarks in connection with their rights and duties with respect to the Trust. The License Agreement may be amended without the consent of any of the owners of beneficial interests of SPDRs. Currently, the License Agreement is scheduled to terminate on December 31, 2017, but its term may be extended without the consent of any of the owners of beneficial interests of SPDRs. Pursuant to such arrangements and in accordance with the Trust Agreement, the Trust reimburses the Sponsor for payment of fees under the License Agreement to S&P equal to 0.03% of the daily size of the Trust (based on SPDR closing price and outstanding shares) plus an annual fee of $600,000.
 
Transactions with Affiliated Issuers
 
The Trust has invested in securities issued by an affiliate of the Trustee. Investments in State Street Corp., the holding company of State Street Bank & Trust Company, as Trustee, were made according to its representative portion of the S&P 500 Index. The market value of these investments at September 30, 2009 is listed in the Schedule of Investments.
 
Note 4 — Shareholder Transactions
 
With the exception of the Trust’s Dividend Reinvestment Service in effect during this fiscal year (see Note 2), SPDRs are issued and redeemed by the Trust only in Creation Unit size aggregations of 50,000 SPDRs. Such transactions are only permitted on an in-kind basis, with a separate cash payment which is equivalent to the undistributed net investment income per SPDR (income equalization) and a balancing cash component to equate the transaction to the net asset value per unit of the Trust on the transaction date. A Transaction Fee of $3,000 is charged in connection


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SPDR Trust Series 1
Notes to Financial Statements
September 30, 2009
 
Note 4 — Shareholder Transactions – (continued)
 
with each creation or redemption of Creation Units through the SPDR Clearing Process per participating party per day, regardless of the number of Creation Units created or redeemed. In the case of redemptions outside the SPDR Clearing Process, the Transaction Fee plus an additional amount not to exceed three (3) times the Transaction Fee applicable for one Creation Unit per Creation Unit redeemed, and such amount is deducted from the amount delivered to the redeemer. Transaction Fees are received by the Trustee and used to defray the expense of processing orders.
 
Note 5 — Investment Transactions
 
For the year ended September 30, 2009, the Trust had in-kind contributions, in-kind redemptions, purchases and sales of investment securities of $121,210,400,538, $127,029,236,025, $4,895,516,246, and $4,858,157,651, respectively. Net realized gain (loss) on investment transactions in the Statement of Operations includes losses resulting from in-kind transactions of $43,549,328,499.


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Table of Contents

SPDR Trust, Series 1
Other Information
September 30, 2009 (Unaudited)
 
For Federal income tax purposes, the percentage of Trust distributions which qualify for the corporate dividends paid deduction for the fiscal year ended September 30, 2009 is 100.00%.
 
For the fiscal year ended September 30, 2009 certain dividends paid by the Trust may be designated as qualified dividend income and subject to a maximum tax rate of 15%, as provided for the Jobs and Growth Tax Relief Reconciliation Act of 2003. Complete information will be reported in conjunction with your 2009 Form 1099-DIV.
 
FREQUENCY DISTRIBUTION OF DISCOUNTS AND PREMIUMS
Bid/Ask Price(1) vs. Net Asset Value
AS OF SEPTEMBER 30, 2009
 
                                                 
    Bid/Ask Price
  Bid/Ask Price
    Above NAV   Below NAV
    50 - 99
  100 - 199
  > 200
  50 - 99
  100 - 199
  > 200
    BASIS
  BASIS
  BASIS
  BASIS
  BASIS
  BASIS
    POINTS   POINTS   POINTS   POINTS   POINTS   POINTS
 
2009
    0       0       0       0       0       0  
2008
    3       4       1       5       1       0  
2007
    0       0       0       0       0       0  
2006
    0       0       0       0       0       0  
2005
    0       0       0       0       0       0  
 
Comparison of Total Returns Based on NAV and Bid/Ask Price(1)
 
The table below is provided to compare the Trust’s total pre-tax returns at NAV with the total pre-tax returns based on bid/ask price and the performance of the S&P 500 Index. Past performance is not necessarily an indication of how the Trust will perform in the future.
 
             
Cumulative Total Return
    1 Year   5 Year   10 Year
 
SPDR Trust, Series 1
           
Return Based on NAV
  −6.90%   4.99%   −2.08%
Return Based on Bid/Ask Price
  −6.93%   4.96%   −2.45%
S&P 500 Index
  −6.91%   5.18%   −1.52%
 
             
Average Annual Total Return
    1 Year   5 Year   10 Year
 
SPDR Trust, Series 1
           
Return Based on NAV
  −6.90%   0.98%   −0.21%
Return Based on Bid/Ask Price
  −6.93%   0.97%   −0.25%
S&P 500 Index
  −6.91%   1.02%   −0.15%


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Table of Contents

 
(1) The Bid/Ask Price is the midpoint of the Consolidated Bid/Ask price at the time the Trust’s NAV is calculated. From April 3, 2001 to November 28, 2008, the Bid/Ask Price was the Bid/Ask price on NYSE Amex (formerly the American Stock Exchange), ordinarily 4:00 p.m. Prior to April 3, 2001, the Bid/Ask Price was the Bid/Ask price on the close of trading on the American Stock Exchange, ordinarily 4:15 p.m.


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Table of Contents

 
SPDR Trust Series 1
Schedule of Investments
September 30, 2009
­ ­
 
                 
Common Stocks   Shares     Value  
 
 
3M Co. 
    5,356,968     $ 395,344,238  
Abbott Laboratories
    11,859,199       586,674,575  
Abercrombie & Fitch Co. (Class A)
    675,018       22,194,592  
Adobe Systems, Inc. *
    4,032,720       133,241,069  
Advanced Micro Devices, Inc. *
    4,319,581       24,448,828  
AES Corp. *
    5,117,274       75,838,001  
Aetna, Inc. 
    3,348,761       93,196,019  
Affiliated Computer Services, Inc. (Class A) *
    752,305       40,752,362  
AFLAC, Inc. 
    3,586,708       153,295,900  
Agilent Technologies, Inc. *
    2,643,482       73,568,104  
Air Products & Chemicals, Inc. 
    1,611,639       125,030,954  
Airgas, Inc. 
    630,270       30,486,160  
AK Steel Holding Corp. 
    841,405       16,600,921  
Akamai Technologies, Inc. *
    1,331,844       26,210,690  
Alcoa, Inc. 
    7,474,584       98,066,542  
Allegheny Energy, Inc. 
    1,305,721       34,627,721  
Allegheny Technologies, Inc. 
    754,850       26,412,201  
Allergan, Inc. 
    2,358,983       133,895,875  
Allstate Corp. 
    4,114,959       126,000,045  
Altera Corp. 
    2,261,841       46,390,359  
Altria Group, Inc. 
    15,889,906       282,999,226  
Amazon.com, Inc. *
    2,550,365       238,102,076  
Ameren Corp. 
    1,791,607       45,291,825  
American Electric Power Co., Inc. 
    3,657,714       113,352,557  
American Express Co. 
    9,122,754       309,261,361  
American International Group, Inc. *
    1,036,886       45,737,041  
American Tower Corp. (Class A) *
    3,027,297       110,193,611  
Ameriprise Financial, Inc. 
    1,961,407       71,257,916  
AmerisourceBergen Corp. 
    2,280,401       51,035,374  
Amgen, Inc. *
    7,791,717       469,295,115  
Amphenol Corp. (Class A)
    1,320,314       49,749,432  
Anadarko Petroleum Corp. 
    3,763,255       236,068,986  
Analog Devices, Inc. 
    2,242,592       61,850,687  
Aon Corp. 
    2,105,521       85,673,649  
Apache Corp. 
    2,575,605       236,517,807  
Apartment Investment & Management Co. (Class A)
    904,835       13,346,316  
Apollo Group, Inc. (Class A) *
    978,109       72,057,290  
Apple, Inc. *
    6,872,013       1,273,865,050  
Applied Materials, Inc. 
    10,231,411       137,100,907  
Archer-Daniels-Midland Co. 
    4,925,237       143,915,425  
Assurant, Inc. 
    907,517       29,094,995  
AT&T, Inc. 
    45,260,802       1,222,494,262  
Autodesk, Inc. *
    1,760,404       41,897,615  
Automatic Data Processing, Inc. 
    3,852,142       151,389,181  
AutoNation, Inc. *
    723,882       13,087,787  
Autozone, Inc. *
    247,299       36,160,060  
AvalonBay Communities, Inc. 
    615,931       44,796,662  
Avery Dennison Corp. 
    868,782       31,284,840  
Avon Products, Inc. 
    3,275,386       111,232,109  
Baker Hughes, Inc. 
    2,377,030       101,404,100  
Ball Corp. 
    724,444       35,642,645  
Bank of America Corp. 
    66,369,515       1,122,972,194  
Bank of New York Mellon Corp. 
    9,206,465       266,895,420  
Baxter International, Inc. 
    4,623,640       263,593,716  
BB&T Corp. 
    5,228,804       142,432,621  
Becton, Dickinson & Co. 
    1,836,263       128,079,344  
Bed Bath & Beyond, Inc. *
    1,998,759       75,033,413  
Bemis Co., Inc. 
    828,983       21,478,950  
Best Buy Co., Inc. 
    2,619,052       98,266,831  
Big Lots, Inc. *
    636,801       15,932,761  
Biogen Idec, Inc. *
    2,215,798       111,942,115  
BJ Services Co. 
    2,250,851       43,734,035  
Black & Decker Corp. 
    463,029       21,433,612  
BMC Software, Inc. *
    1,411,413       52,970,330  
Boeing Co. 
    5,572,641       301,758,510  
Boston Properties, Inc. 
    1,065,819       69,864,435  
Boston Scientific Corp. *
    11,564,461       122,467,642  
Bristol-Myers Squibb Co. 
    15,196,271       342,220,023  
Broadcom Corp. (Class A) *
    3,291,783       101,024,820  
Brown-Forman Corp. (Class B)
    842,785       40,639,093  
Burlington Northern Santa Fe Corp. 
    2,008,704       160,354,840  
C.H. Robinson Worldwide, Inc. 
    1,291,668       74,593,827  
C.R. Bard, Inc. 
    748,791       58,862,461  
CA, Inc. 
    3,036,125       66,764,389  
Cabot Oil & Gas Corp. 
    798,769       28,555,992  
Cameron International Corp. *
    1,672,678       63,260,682  
Campbell Soup Co. 
    1,478,212       48,219,275  
Capital One Financial Corp. 
    3,479,510       124,322,892  
Cardinal Health, Inc. 
    2,759,401       73,951,947  
CareFusion Corp. *
    1,386,494       30,225,569  
Carnival Corp. 
    3,361,305       111,864,230  
Caterpillar, Inc. 
    4,765,913       244,634,314  
CB Richard Ellis Group, Inc. (Class A) *
    1,824,364       21,418,033  
CBS Corp. (Class B)
    5,199,198       62,650,336  
Celgene Corp. *
    3,518,443       196,680,964  
CenterPoint Energy, Inc. 
    2,963,986       36,842,346  
CenturyTel, Inc. 
    2,281,577       76,660,987  
Cephalon, Inc. *
    569,105       33,144,675  
CF Industries Holdings, Inc. 
    368,841       31,805,159  
Charles Schwab Corp. 
    7,302,237       139,837,839  
Chesapeake Energy Corp. 
    4,920,853       139,752,225  
Chevron Corp. 
    15,384,909       1,083,559,141  
Chubb Corp. 
    2,684,283       135,314,706  
Ciena Corp. *
    703,109       11,446,615  
CIGNA Corp. 
    2,091,906       58,761,640  
Cincinnati Financial Corp. 
    1,253,009       32,565,704  
Cintas Corp. 
    1,012,359       30,684,601  
Cisco Systems, Inc. *
    44,247,210       1,041,579,323  
Citigroup, Inc. 
    100,016,908       484,081,835  
Citrix Systems, Inc. *
    1,393,847       54,680,618  
Clorox Co. 
    1,070,647       62,975,457  
CME Group, Inc. 
    509,704       157,085,676  
CMS Energy Corp. 
    1,748,421       23,428,841  
Coach, Inc. 
    2,445,386       80,502,107  
Coca-Cola Co. 
    17,772,011       954,356,991  
Coca-Cola Enterprises, Inc. 
    2,433,010       52,090,744  
Cognizant Technology Solutions Corp. (Class A) *
    2,249,026       86,947,345  
 
 
(*) Non-income producing security
 
The accompanying notes are an integral part of these financial statements.


30


Table of Contents

 
SPDR Trust Series 1
Schedule of Investments (continued)
September 30, 2009
 
                 
Common Stocks   Shares     Value  
 
 
Colgate-Palmolive Co. 
    3,823,619     $ 291,665,657  
Comcast Corp. (Class A)
    22,015,355       371,839,346  
Comerica, Inc. 
    1,164,746       34,558,014  
Computer Sciences Corp. *
    1,166,473       61,484,792  
Compuware Corp. *
    1,822,148       13,356,345  
ConAgra Foods, Inc. 
    3,391,451       73,526,658  
ConocoPhillips
    11,375,773       513,729,909  
CONSOL Energy, Inc. 
    1,390,117       62,708,178  
Consolidated Edison, Inc. 
    2,113,101       86,510,355  
Constellation Brands, Inc. (Class A) *
    1,515,747       22,963,567  
Constellation Energy Group, Inc. 
    1,535,559       49,706,045  
Convergys Corp. *
    947,576       9,418,905  
Corning, Inc. 
    11,925,749       182,583,217  
Costco Wholesale Corp. 
    3,336,040       188,352,818  
Coventry Health Care, Inc. *
    1,144,404       22,842,304  
CSX Corp. 
    3,007,358       125,888,006  
Cummins, Inc. 
    1,548,042       69,367,762  
CVS Caremark Corp. 
    11,071,777       395,705,310  
D.R. Horton, Inc. 
    2,124,514       24,240,705  
Danaher Corp. 
    1,986,851       133,754,809  
Darden Restaurants, Inc. 
    1,057,209       36,082,543  
DaVita, Inc. *
    796,940       45,138,682  
Dean Foods Co. *
    1,364,538       24,275,131  
Deere & Co. 
    3,244,483       139,253,210  
Dell, Inc. *
    13,202,320       201,467,403  
Denbury Resources, Inc. *
    1,918,133       29,021,352  
DENTSPLY International, Inc. 
    1,144,840       39,542,774  
Devon Energy Corp. 
    3,404,517       229,226,130  
DeVry, Inc. 
    475,105       26,282,809  
Diamond Offshore Drilling, Inc. 
    533,025       50,914,548  
DIRECTV Group, Inc. *
    3,449,922       95,148,849  
Discover Financial Services
    4,109,463       66,696,584  
Dominion Resources, Inc. 
    4,543,757       156,759,616  
Dover Corp. 
    1,431,574       55,487,808  
Dow Chemical Co. 
    8,773,023       228,712,710  
Dr. Pepper Snapple Group, Inc. *
    1,956,669       56,254,234  
DTE Energy Co. 
    1,262,902       44,378,376  
Du Pont (E.I.) de Nemours & Co. 
    6,931,716       222,785,352  
Duke Energy Corp. 
    9,912,692       156,025,772  
Dun & Bradstreet Corp. 
    404,794       30,489,084  
Dynegy, Inc. (Class A) *
    3,915,261       9,983,916  
E*TRADE Financial Corp. *
    7,114,627       12,450,597  
Eastman Chemical Co. 
    560,023       29,983,631  
Eastman Kodak Co. 
    2,071,844       9,903,414  
Eaton Corp. 
    1,270,425       71,893,351  
eBay, Inc. *
    8,611,298       203,312,746  
Ecolab, Inc. 
    1,815,457       83,928,577  
Edison International
    2,499,312       83,926,897  
El Paso Corp. 
    5,379,175       55,513,086  
Electronic Arts, Inc. *
    2,489,269       47,420,574  
Eli Lilly & Co. 
    7,756,666       256,202,678  
EMC Corp. *
    15,501,388       264,143,652  
Emerson Electric Co. 
    5,765,625       231,086,250  
ENSCO International, Inc. 
    1,092,762       46,486,095  
Entergy Corp. 
    1,502,048       119,953,553  
EOG Resources, Inc. 
    1,927,719       160,983,814  
EQT Corp. 
    1,008,941       42,980,887  
Equifax, Inc. 
    972,852       28,348,907  
Equity Residential Properties Trust
    2,107,625       64,704,087  
Estee Lauder Cos., Inc. (Class A)
    894,773       33,178,183  
Exelon Corp. 
    5,056,037       250,880,556  
Expedia, Inc. *
    1,621,145       38,826,423  
Expeditors International of Washington, Inc. 
    1,627,337       57,200,896  
Express Scripts, Inc. *
    2,104,981       163,304,426  
Exxon Mobil Corp. 
    36,868,217       2,529,528,368  
Family Dollar Stores, Inc. 
    1,071,869       28,297,342  
Fastenal Co. 
    996,707       38,572,561  
Federated Investors, Inc. (Class B)
    678,692       17,897,108  
FedEx Corp. 
    2,397,595       180,347,096  
Fidelity National Information Services, Inc. 
    1,474,023       37,602,327  
Fifth Third Bancorp
    6,119,851       61,994,091  
First Horizon National Corp. *
    1,681,141       22,241,494  
FirstEnergy Corp. 
    2,338,619       106,921,661  
Fiserv, Inc. *
    1,184,243       57,080,513  
FLIR Systems, Inc. *
    1,158,238       32,395,917  
Flowserve Corp. 
    429,192       42,292,580  
Fluor Corp. 
    1,379,901       70,167,966  
FMC Corp. 
    559,715       31,483,969  
FMC Technologies, Inc. *
    939,292       49,068,614  
Ford Motor Co. *
    24,711,484       178,169,800  
Forest Laboratories, Inc. *
    2,314,307       68,133,198  
Fortune Brands, Inc. 
    1,152,532       49,535,825  
FPL Group, Inc. 
    3,156,494       174,333,164  
Franklin Resources, Inc. 
    1,148,576       115,546,746  
Freeport-McMoRan Copper & Gold, Inc. 
    3,158,974       216,737,206  
Frontier Communications Corp. 
    2,412,753       18,192,158  
GameStop Corp. (Class A) *
    1,268,843       33,586,274  
Gannett Co., Inc. 
    1,771,445       22,160,777  
General Dynamics Corp. 
    2,954,225       190,842,935  
General Electric Co. 
    81,521,900       1,338,589,598  
General Mills, Inc. 
    2,496,348       160,714,884  
Genuine Parts Co. 
    1,226,923       46,696,689  
Genworth Financial, Inc. (Class A)
    3,690,569       44,102,300  
Genzyme Corp. *
    2,073,591       117,634,817  
Gilead Sciences, Inc. *
    6,936,992       323,125,087  
Goldman Sachs Group, Inc. 
    3,921,667       722,959,311  
Goodrich Corp. 
    954,726       51,879,811  
Goodyear Tire & Rubber Co. *
    1,863,994       31,743,818  
Google, Inc. (Class A) *
    1,845,628       915,154,644  
H&R Block, Inc. 
    2,572,387       47,280,473  
H.J. Heinz Co. 
    2,422,521       96,295,210  
Halliburton Co. 
    6,908,294       187,352,933  
Harley-Davidson, Inc. 
    1,806,814       41,556,722  
Harman International Industries, Inc. 
    534,027       18,092,835  
Harris Corp. 
    1,005,437       37,804,431  
Hartford Financial Services Group, Inc. 
    2,947,693       78,113,864  
Hasbro, Inc. 
    959,868       26,636,337  
 
 
 
(*) Non-income producing security
 
The accompanying notes are an integral part of these financial statements.


31


Table of Contents

 
SPDR Trust Series 1
Schedule of Investments (continued)
September 30, 2009
 
                 
Common Stocks   Shares     Value  
 
 
HCP, Inc. 
    2,248,360     $ 64,617,866  
Health Care REIT, Inc. 
    916,588       38,148,393  
Hershey Co. 
    1,277,420       49,640,541  
Hess Corp. 
    2,232,937       119,372,812  
Hewlett-Packard Co. 
    18,189,590       858,730,544  
Home Depot, Inc. 
    13,066,815       348,099,952  
Honeywell International, Inc. 
    5,769,224       214,326,672  
Hormel Foods Corp. 
    537,715       19,099,637  
Hospira, Inc. *
    1,236,965       55,168,639  
Host Hotels & Resorts, Inc. 
    4,633,646       54,538,013  
Hudson City Bancorp, Inc. 
    3,619,252       47,593,164  
Humana, Inc. *
    1,306,256       48,723,349  
Huntington Bancshares, Inc. 
    5,091,277       23,979,915  
Illinois Tool Works, Inc. 
    2,954,285       126,177,512  
IMS Health, Inc. 
    1,400,770       21,501,819  
Integrys Energy Group, Inc. 
    589,029       21,140,251  
Intel Corp. 
    42,943,780       840,409,775  
IntercontinentalExchange, Inc. *
    561,432       54,565,576  
International Business Machines Corp. 
    10,056,434       1,202,850,071  
International Flavors & Fragrances, Inc. 
    606,414       23,001,283  
International Game Technology
    2,273,074       48,825,630  
International Paper Co. 
    3,326,869       73,956,298  
Interpublic Group of Cos., Inc. *
    3,683,788       27,702,086  
Intuit, Inc. *
    2,478,441       70,635,568  
Intuitive Surgical, Inc. *
    290,690       76,233,452  
Invesco Ltd. 
    3,166,710       72,074,320  
Iron Mountain, Inc. *
    1,388,234       37,010,318  
ITT Corp. 
    1,401,527       73,089,633  
J.C. Penney Co., Inc. 
    1,815,166       61,261,852  
J.M. Smucker Co. 
    912,873       48,391,398  
Jabil Circuit, Inc. 
    1,414,957       18,974,573  
Jacobs Engineering Group, Inc. *
    951,429       43,718,163  
Janus Capital Group, Inc. 
    1,382,482       19,603,595  
JDS Uniphase Corp. *
    1,664,791       11,836,664  
Johnson & Johnson
    21,140,871       1,287,267,635  
Johnson Controls, Inc. 
    4,575,800       116,957,448  
JPMorgan Chase & Co. 
    30,167,610       1,321,944,670  
Juniper Networks, Inc. *
    4,028,750       108,856,825  
KB HOME
    572,770       9,513,710  
Kellogg Co. 
    1,967,573       96,863,619  
KeyCorp
    6,665,752       43,327,388  
Kimberly-Clark Corp. 
    3,179,860       187,548,143  
Kimco Realty Corp. 
    2,886,230       37,636,439  
King Pharmaceuticals, Inc. *
    1,910,600       20,577,162  
KLA-Tencor Corp. 
    1,309,203       46,948,020  
Kohl’s Corp. *
    2,344,203       133,736,781  
Kraft Foods, Inc. (Class A)
    11,314,992       297,244,840  
Kroger Co. 
    4,997,639       103,151,269  
L-3 Communications Holdings, Inc. 
    894,262       71,827,124  
Laboratory Corp. of America Holdings *
    833,069       54,732,633  
Legg Mason, Inc. 
    1,245,264       38,640,542  
Leggett & Platt, Inc. 
    1,207,824       23,431,786  
Lennar Corp. (Class A)
    1,187,672       16,924,326  
Leucadia National Corp. *
    1,458,178       36,046,160  
Lexmark International, Inc. (Class A) *
    602,430       12,976,342  
Life Technologies Corp. *
    1,345,267       62,622,179  
Limited Brands, Inc. 
    2,048,276       34,800,209  
Lincoln National Corp. 
    2,317,319       60,041,735  
Linear Technology Corp. 
    1,713,203       47,335,799  
Lockheed Martin Corp. 
    2,476,960       193,401,037  
Loews Corp. 
    2,781,888       95,279,664  
Lorillard, Inc. 
    1,266,932       94,133,048  
Lowe’s Cos., Inc. 
    11,334,726       237,349,162  
LSI Logic Corp. *
    5,001,173       27,456,440  
M & T Bank Corp. 
    630,934       39,319,807  
Macy’s, Inc. 
    3,225,993       59,003,412  
Marathon Oil Corp. 
    5,429,348       173,196,201  
Marriott International, Inc. (Class A)
    1,929,117       53,224,338  
Marsh & McLennan Cos., Inc. 
    4,023,551       99,502,416  
Marshall & Ilsley Corp. 
    2,823,583       22,786,315  
Masco Corp. 
    2,769,045       35,776,061  
Massey Energy Co. 
    657,825       18,346,739  
MasterCard, Inc. (Class A)
    735,548       148,691,028  
Mattel, Inc. 
    2,763,391       51,012,198  
MBIA, Inc. *
    1,212,786       9,411,219  
McAfee, Inc. *
    1,197,924       52,457,092  
McCormick & Co., Inc. 
    1,004,413       34,089,777  
McDonald’s Corp. 
    8,372,411       477,813,496  
McGraw-Hill Cos., Inc. 
    2,420,749       60,857,630  
McKesson Corp. 
    2,041,886       121,594,311  
MeadWestvaco Corp. 
    1,318,792       29,422,250  
Medco Health Solutions, Inc. *
    3,634,352       201,016,009  
Medtronic, Inc. 
    8,490,709       312,458,091  
MEMC Electronic Materials, Inc. *
    1,722,545       28,645,923  
Merck & Co., Inc. 
    16,177,970       511,709,191  
Meredith Corp. 
    279,336       8,363,320  
MetLife, Inc. 
    6,279,919       239,076,516  
MetroPCS Communications, Inc. *
    1,953,147       18,281,456  
Microchip Technology, Inc. 
    1,408,160       37,316,240  
Micron Technology, Inc. *
    6,496,295       53,269,619  
Microsoft Corp. 
    59,469,062       1,539,654,015  
Millipore Corp. *
    427,376       30,057,354  
Molex, Inc. 
    1,042,725       21,772,098  
Molson Coors Brewing Co. (Class B)
    1,202,799       58,552,255  
Monsanto Co. 
    4,187,866       324,140,828  
Monster Worldwide, Inc. *
    971,073       16,974,356  
Moody’s Corp. 
    1,472,487       30,127,084  
Morgan Stanley
    10,399,103       321,124,301  
Motorola, Inc. 
    17,608,419       151,256,319  
Murphy Oil Corp. 
    1,463,828       84,272,578  
Mylan, Inc. *
    2,351,278       37,643,961  
Nabors Industries, Ltd. *
    2,181,482       45,592,974  
Nasdaq OMX Group, Inc. *
    1,059,899       22,310,874  
National Semiconductor Corp. 
    1,794,677       25,610,041  
National-Oilwell Varco, Inc. *
    3,208,250       138,371,822  
NetApp, Inc. *
    2,549,711       68,026,289  
New York Times Co. (Class A)
    899,459       7,303,607  
Newell Rubbermaid, Inc. 
    2,139,289       33,565,444  
 
 
 
(*) Non-income producing security
 
The accompanying notes are an integral part of these financial statements.


32


Table of Contents

 
SPDR Trust Series 1
Schedule of Investments (continued)
September 30, 2009
 
                 
Common Stocks   Shares     Value  
 
 
Newmont Mining Corp. (Holding Co.)
    3,758,837     $ 165,464,005  
News Corp. (Class A)
    17,248,302       206,807,141  
Nicor, Inc. 
    347,806       12,726,222  
NIKE, Inc. (Class B)
    2,983,918       193,059,495  
NiSource, Inc. 
    2,116,406       29,396,879  
Noble Energy, Inc. 
    1,330,144       87,736,298  
Nordstrom, Inc. 
    1,263,583       38,589,825  
Norfolk Southern Corp. 
    2,820,216       121,579,512  
Northeast Utilities
    1,350,346       32,057,214  
Northern Trust Corp. 
    1,855,525       107,917,334  
Northrop Grumman Corp. 
    2,440,444       126,292,977  
Novell, Inc. *
    2,667,396       12,029,956  
Novellus Systems, Inc. *
    752,932       15,796,513  
Nucor Corp. 
    2,413,970       113,480,730  
NVIDIA Corp. *
    4,209,956       63,275,639  
NYSE Euronext
    2,001,151       57,813,252  
O’Reilly Automotive, Inc. *
    1,045,596       37,787,839  
Occidental Petroleum Corp. 
    6,219,734       487,627,146  
Office Depot, Inc. *
    2,123,054       14,054,617  
Omnicom Group, Inc. 
    2,384,041       88,066,475  
Oracle Corp. 
    29,959,317       624,352,166  
Owens-Illinois, Inc. *
    1,296,622       47,845,352  
PACCAR, Inc. 
    2,787,262       105,107,650  
Pactiv Corp. *
    1,015,916       26,464,612  
Pall Corp. 
    909,028       29,343,424  
Parker-Hannifin Corp. 
    1,231,437       63,837,694  
Patterson Cos., Inc. *
    704,481       19,197,107  
Paychex, Inc. 
    2,464,630       71,597,501  
Peabody Energy Corp. 
    2,057,983       76,598,127  
People’s United Financial, Inc. 
    2,684,100       41,764,596  
Pepco Holdings, Inc. 
    1,696,160       25,238,861  
Pepsi Bottling Group, Inc. 
    1,105,114       40,270,354  
PepsiCo, Inc. 
    11,950,894       701,039,442  
PerkinElmer, Inc. 
    899,798       17,312,114  
Pfizer, Inc. 
    51,774,927       856,875,042  
PG&E Corp. 
    2,837,076       114,873,207  
Philip Morris International, Inc. 
    14,840,445       723,323,289  
Pinnacle West Capital Corp. 
    779,169       25,572,327  
Pioneer Natural Resources Co. 
    878,502       31,880,838  
Pitney Bowes, Inc. 
    1,590,787       39,531,057  
Plum Creek Timber Co., Inc. 
    1,255,352       38,463,985  
PNC Financial Services Group, Inc. 
    3,539,554       171,986,929  
Polo Ralph Lauren Corp. 
    436,013       33,407,316  
PPG Industries, Inc. 
    1,266,924       73,747,646  
PPL Corp. 
    2,895,401       87,846,466  
Praxair, Inc. 
    2,353,638       192,268,688  
Precision Castparts Corp. 
    1,075,530       109,564,241  
Principal Financial Group, Inc. 
    2,446,675       67,014,428  
Procter & Gamble Co. 
    22,391,702       1,296,927,380  
Progress Energy, Inc. 
    2,142,583       83,689,292  
Progressive Corp. *
    5,205,841       86,312,844  
ProLogis
    3,411,563       40,665,831  
Prudential Financial, Inc. 
    3,551,803       177,270,488  
Public Service Enterprise Group, Inc. 
    3,881,403       122,031,310  
Public Storage, Inc. 
    1,040,165       78,262,015  
Pulte Homes, Inc. 
    2,428,005       26,683,775  
QLogic Corp. *
    906,035       15,583,802  
QUALCOMM, Inc. 
    12,748,886       573,444,892  
Quanta Services, Inc. *
    1,503,037       33,262,209  
Quest Diagnostics, Inc. 
    1,196,760       62,458,904  
Questar Corp. 
    1,341,513       50,387,228  
Qwest Communications International, Inc. 
    11,402,521       43,443,605  
R.R. Donnelley & Sons Co. 
    1,581,319       33,618,842  
RadioShack Corp. 
    967,079       16,024,499  
Range Resources Corp. 
    1,205,229       59,490,103  
Raytheon Co. 
    2,987,134       143,292,818  
Red Hat, Inc. *
    1,442,182       39,861,910  
Regions Financial Corp. 
    9,114,247       56,599,474  
Republic Services, Inc. 
    2,478,511       65,854,037  
Reynolds American, Inc. 
    1,300,857       57,914,154  
Robert Half International, Inc. 
    1,165,070       29,150,051  
Rockwell Automation, Inc. 
    1,092,749       46,551,107  
Rockwell Collins, Inc. 
    1,209,262       61,430,510  
Rowan Cos., Inc. 
    870,772       20,088,710  
Ryder System, Inc. 
    431,083       16,838,102  
Safeway, Inc. 
    3,195,316       63,011,632  
Salesforce.com, Inc. *
    837,072       47,654,509  
SanDisk Corp. *
    1,746,426       37,897,444  
Sara Lee Corp. 
    5,336,746       59,451,350  
SCANA Corp. 
    846,011       29,525,784  
Schering-Plough Corp. 
    12,534,427       354,097,563  
Schlumberger, Ltd. 
    9,188,853       547,655,639  
Scripps Networks Interactive (Class A)
    684,321       25,285,661  
Sealed Air Corp. 
    1,222,119       23,990,196  
Sears Holdings Corp. *
    382,824       25,002,235  
Sempra Energy
    1,881,200       93,702,572  
Sherwin-Williams Co. 
    749,315       45,078,790  
Sigma-Aldrich Corp. 
    934,464       50,442,367  
Simon Property Group, Inc. 
    2,191,512       152,156,678  
SLM Corp. *
    3,602,822       31,416,608  
Smith International, Inc. 
    1,690,230       48,509,601  
Snap-on, Inc. 
    443,935       15,431,181  
Southern Co. 
    6,106,672       193,398,302  
Southwest Airlines Co. 
    5,709,516       54,811,354  
Southwestern Energy Co. *
    2,646,293       112,943,785  
Spectra Energy Corp. 
    4,955,106       93,849,708  
Sprint Nextel Corp. *
    22,109,746       87,333,497  
St. Jude Medical, Inc. *
    2,667,124       104,044,507  
Staples, Inc. 
    5,509,621       127,933,400  
Starbucks Corp. *
    5,654,508       116,765,590  
Starwood Hotels & Resorts Worldwide, Inc. 
    1,438,768       47,522,507  
State Street Corp.(a)
    3,793,465       199,536,259  
Stericycle, Inc. *
    654,667       31,718,616  
Stryker Corp. 
    2,164,552       98,335,597  
Sun Microsystems, Inc. *
    5,752,357       52,288,925  
Sunoco, Inc. 
    900,855       25,629,325  
SunTrust Banks, Inc. 
    3,826,520       86,288,026  
SUPERVALU, Inc. 
    1,630,748       24,559,065  
Symantec Corp. *
    6,248,434       102,911,708  
Sysco Corp. 
    4,534,322       112,677,902  
T. Rowe Price Group, Inc. 
    1,967,416       89,910,911  
Target Corp. 
    5,767,869       269,244,125  
TECO Energy, Inc. 
    1,640,607       23,099,747  
 
 
 
(*) Non-income producing security
 
The accompanying notes are an integral part of these financial statements.


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SPDR Trust Series 1
Schedule of Investments (continued)
September 30, 2009
 
                 
Common Stocks   Shares     Value  
 
 
Tellabs, Inc. *
    3,047,380     $ 21,087,870  
Tenet Healthcare Corp. *
    3,222,975       18,951,093  
Teradata Corp. *
    1,317,855       36,267,370  
Teradyne, Inc. *
    1,339,778       12,392,946  
Tesoro Corp. 
    1,069,398       16,019,582  
Texas Instruments, Inc. 
    9,677,026       229,248,746  
Textron, Inc. 
    2,071,698       39,320,828  
The Gap, Inc. 
    3,693,617       79,043,404  
The Stanley Works
    609,449       26,017,378  
The Travelers Cos., Inc. 
    4,354,215       214,358,004  
The Walt Disney Co. 
    14,257,663       391,515,426  
Thermo Fisher Scientific, Inc. *
    3,131,249       136,741,644  
Tiffany & Co. 
    953,932       36,755,000  
Time Warner Cable, Inc. 
    2,702,962       116,470,633  
Time Warner, Inc. 
    9,095,439       261,766,734  
Titanium Metals Corp. 
    658,761       6,317,518  
TJX Cos., Inc. 
    3,251,417       120,790,142  
Torchmark Corp. 
    637,582       27,690,186  
Total System Services, Inc. 
    1,519,467       24,478,613  
Tyson Foods, Inc. (Class A)
    2,328,172       29,404,812  
U.S. Bancorp
    14,667,104       320,622,893  
Union Pacific Corp. 
    3,868,514       225,727,792  
United Parcel Service, Inc. (Class B)
    7,628,842       430,800,708  
United States Steel Corp. 
    1,099,448       48,782,508  
United Technologies Corp. 
    7,220,881       439,968,279  
UnitedHealth Group, Inc. 
    8,917,860       223,303,214  
Unum Group
    2,542,538       54,512,015  
V.F. Corp. 
    681,501       49,361,117  
Valero Energy Corp. 
    4,284,255       83,071,704  
Varian Medical Systems, Inc. *
    966,377       40,713,463  
Ventas, Inc. 
    1,206,279       46,441,741  
VeriSign, Inc. *
    1,485,875       35,200,379  
Verizon Communications, Inc. 
    21,791,355       659,624,316  
Viacom, Inc. (Class B) *
    4,655,317       130,535,089  
Vornado Realty Trust
    1,197,596       77,137,158  
Vulcan Materials Co. 
    958,870       51,846,101  
W.W. Grainger, Inc. 
    479,797       42,874,660  
Wal-Mart Stores, Inc. 
    16,569,897       813,416,244  
Walgreen Co. 
    7,612,966       285,257,836  
Washington Post Co. (Class B)
    46,732       21,874,315  
Waste Management, Inc. 
    3,779,671       112,709,789  
Waters Corp. *
    732,780       40,933,091  
Watson Pharmaceuticals, Inc. *
    812,477       29,769,157  
WellPoint, Inc. *
    3,644,514       172,604,183  
Wells Fargo & Co. 
    35,837,184       1,009,891,845  
Western Digital Corp. *
    1,716,208       62,693,078  
Western Union Co. 
    5,381,736       101,822,445  
Weyerhaeuser Co. 
    1,621,469       59,426,839  
Whirlpool Corp. 
    568,931       39,802,413  
Whole Foods Market, Inc. *
    1,082,424       33,003,108  
Williams Cos., Inc. 
    4,465,740       79,802,774  
Windstream Corp. 
    3,366,046       34,098,046  
Wisconsin Energy Corp. 
    901,164       40,705,578  
Wyeth
    10,241,809       497,547,081  
Wyndham Worldwide Corp. 
    1,372,429       22,398,041  
Wynn Resorts, Ltd. *
    522,097       37,011,456  
Xcel Energy, Inc. 
    3,496,006       67,263,155  
Xerox Corp. 
    6,658,471       51,536,566  
Xilinx, Inc. 
    2,123,181       49,724,899  
XL Capital, Ltd. (Class A)
    2,636,844       46,039,296  
XTO Energy, Inc. 
    4,450,757       183,905,279  
Yahoo!, Inc. *
    9,154,631       163,043,978  
Yum! Brands, Inc. 
    3,555,171       120,022,573  
Zimmer Holdings, Inc. *
    1,643,920       87,867,524  
Zions Bancorp
    959,214       17,237,076  
                 
Total Common Stocks(b)
(Cost $61,931,262,714)
          $ 71,621,512,714  
                 
 
 *   Non-income producing security
(a)  Affiliated Issuer. See following table for more information.
(b)  Unless otherwise indicated, the values of the securities of the Trust are determined based on Level 1 inputs. (Note 2)
 
Transactions with Affiliates
 
SPDR Trust, Series 1 has invested in an affiliated company, State Street Corp. Amounts related to this investment at September 30, 2009, and for the period then ended are:
 
                                                                                         
                                Number
           
    Number of
                          of Shares
           
    Shares Held
  Cost at
  Value at
  Purchased   Sold   Held at
  Value at
  Dividend
  Realized
 
  at 9/30/08   9/30/08   9/30/08   Cost   Shares   Proceeds   Shares   9/30/09   9/30/09   Income   Loss
 
State Street Corp.
    3,947,539     $ 280,233,025     $ 224,536,018     $ 300,437,044       7,405,120     $ 282,006,835       7,559,194       3,793,465     $ 199,536,259     $ 2,239,900     $ (166,785,981 )
 
 
 
(*) Non-income producing security
 
The accompanying notes are an integral part of these financial statements.


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SPDR Trust Series 1
Schedule of Investments (continued)
September 30, 2009
 
INDUSTRY BREAKDOWN AS OF SEPTEMBER, 30 2009*
 
         
Industry**   Market Value  
 
 
Oil, Gas & Consumable Fuels
  $ 7,038,907,987  
Pharmaceuticals
    4,982,613,141  
Computers & Peripherals
    4,086,789,970  
Diversified Financial Services
    3,286,947,321  
Software
    2,899,887,864  
Capital Markets
    2,195,652,199  
Diversified Telecommunication Services
    2,054,513,374  
Commercial Banks
    2,053,265,888  
Food & Staples Retailing
    2,019,135,184  
Aerospace & Defense
    1,977,674,547  
Communications Equipment
    1,957,312,939  
Beverages
    1,926,166,680  
Insurance
    1,906,407,015  
Media
    1,898,347,425  
Semiconductors & Semiconductor Equipment
    1,848,246,201  
Household Products
    1,839,116,637  
Industrial Conglomerates
    1,773,254,664  
Electric Utilities
    1,487,824,343  
Chemicals
    1,447,817,324  
Health Care Providers & Services
    1,430,811,195  
Health Care Equipment & Supplies
    1,417,592,779  
Specialty Retail
    1,376,045,971  
Internet Software & Services
    1,342,922,437  
Energy Equipment & Services
    1,342,439,753  
Biotechnology
    1,251,822,773  
Food Products
    1,181,132,557  
Tobacco
    1,158,369,717  
Machinery
    1,081,150,114  
Hotels, Restaurants & Leisure
    1,071,530,404  
Multi-Utilities
    934,949,842  
Real Estate Investment Trusts (REITs)
    820,779,619  
IT Services
    791,265,012  
Air Freight & Logistics
    742,942,527  
Metals & Mining
    691,861,631  
Road & Rail
    650,388,252  
Multiline Retail
    631,068,333  
Consumer Finance
    531,697,445  
Commercial Services & Supplies
    382,412,100  
Electronic Equipment, Instruments & Components
    379,043,341  
Textiles, Apparel & Luxury Goods
    356,330,035  
Household Durables
    304,672,990  
Life Sciences Tools & Services
    287,666,382  
Electrical Equipment
    277,637,357  
Internet & Catalog Retail
    276,928,499  
Automobiles
    219,726,522  
Wireless Telecommunication Services
    215,808,564  
Paper & Forest Products
    162,805,387  
Containers & Packaging
    155,421,755  
Auto Components
    148,701,266  
Construction & Engineering
    147,148,338  
Diversified Consumer Services
    145,620,572  
Personal Products
    144,410,292  
Independent Power Producers & Energy Traders
    135,527,962  
Gas Utilities
    106,094,337  
Professional Services
    104,962,398  
Thrifts & Mortgage Finance
    89,357,760  
Leisure Equipment & Products
    87,551,949  
Trading Companies & Distributors
    81,447,221  
Airlines
    54,811,354  
Construction Materials
    51,846,101  
Office Electronics
    51,536,566  
Distributors
    46,696,689  
Building Products
    35,776,061  
Health Care Technology
    21,501,819  
Real Estate Management & Development
    21,418,033  
TOTAL
  $ 71,621,512,714  
 
 * The Trust’s industry breakdown is expressed as market value by industry and may change over time.
 
** Each security is valued based on Level 1 inputs.
 
The accompanying notes are an integral part of these financial statements.


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THE TRUST
 
The Trust, an exchange traded fund or “ETF”, is a registered investment company which both (a) continuously issues and redeems “in-kind” its shares, known as “Trust Units” or “Units”, only in large lot sizes called Creation Units at their once-daily NAV and (b) lists Units individually for trading on the Exchange at prices established throughout the trading day, like any other listed equity security trading in the secondary market on the Exchange.
 
Creation of Creation Units
 
Before trading on the Exchange in the secondary market, Trust Units are created at NAV in Creation Units. This occurs when Portfolio Deposits are made either through the Clearing Process or outside the Clearing Process, but only by an Authorized Participant. The Distributor shall reject any order that is not submitted in proper form. A creation order is deemed received by the Distributor on the date on which it is placed (“Transmittal Date”) if (a) such order is received by the Distributor not later than the Closing Time (as defined below) on such Transmittal Date and (b) all other procedures set forth in the Participant Agreement are properly followed. The Transaction Fee is charged at the time of creation of a Creation Unit, and an additional amount not to exceed three (3) times the Transaction Fee applicable for one Creation Unit is charged for creations outside the Clearing Process, in part due to the increased expense associated with settlement.
 
The Trustee, at the direction of the Sponsor, may increase*, reduce or waive the Transaction Fee (and/or the additional amounts charged in connection with creations and/or redemptions outside the Clearing Process) for certain lot-size creations and/or redemptions of Creation Units. The Sponsor has the right to vary the lot-size of Creation Units subject to such an increase, a reduction or waiver. The existence of any such variation shall be disclosed in the then current Prospectus.
 
The Trustee makes available to NSCC** before the commencement of trading on each Business Day a list of the names and required number of shares of each of the Index Securities in the current Portfolio Deposit as well as the amount of the Dividend Equivalent Payment for the previous Business Day. The identity and weightings of the Index Securities to be delivered as part of a Portfolio Deposit are determined daily, reflect the relative weighting of the current S&P 500 Index and, together with the Cash Component, have a value equal to the NAV of the Trust on a
 
 
 *    Such increase is subject to the 10 Basis Point Limit.
 ** As of December 31, 2009, the Depository Trust and Clearing Corporation (“DTCC”) owned 100% of the issued and outstanding shares of common stock of NSCC. Also, as of such date, NYSE Euronext, the parent company of the Sponsor, and its affiliates, collectively owned less than 0.03% of the issued and outstanding shares of common stock of DTCC (“DTCC Shares”), and the Trustee owned 6.17% of DTCC Shares.


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per Creation Unit basis at the close of business on the day of the creation request. The identity of each Index Security required for a Portfolio Deposit, as in effect on September 30, 2009, is set forth in the above Schedule of Investments. The Sponsor makes available (a) on each Business Day, the Dividend Equivalent Payment effective through and including the previous Business Day, per outstanding Unit, and (b) every 15 seconds throughout the day at the Exchange a number representing, on a per Unit basis, the sum of the Dividend Equivalent Payment effective through and including the previous Business Day, plus the current value of the securities portion of a Portfolio Deposit as in effect on such day (which value occasionally may include a cash in lieu amount to compensate for the omission of a particular Index Security from such Portfolio Deposit). Such information is calculated based upon the best information available to the Sponsor and may be calculated by other persons designated to do so by the Sponsor. The inability of the Sponsor to provide such information will not in itself result in a halt in the trading of Units on the Exchange.
 
Upon receipt of one or more Portfolio Deposits, following placement with the Distributor of an order to create Units, the Trustee (a) delivers one or more Creation Units to DTC, (b) removes the Unit position from its account at DTC and allocates it to the account of the DTC Participant acting on behalf of the investor creating Creation Unit(s), (c) increases the aggregate value of the Portfolio, and (d) decreases the fractional undivided interest in the Trust represented by each Unit.
 
Under certain circumstances, (a) a portion of the stock portion of a Portfolio Deposit may consist of contracts to purchase certain Index Securities or (b) a portion of the Cash Component may consist of cash in an amount required to enable the Trustee to purchase such Index Securities. If there is a failure to deliver Index Securities that are the subject of such contracts to purchase, the Trustee will acquire such Index Securities in a timely manner. To the extent the price of any such Index Security increases or decreases between the time of creation and the time of its purchase and delivery, Units will represent fewer or more shares of such Index Security. Therefore, price fluctuations during the period from the time the cash is received by the Trustee to the time the requisite Index Securities are purchased and delivered will affect the value of all Units.
 
Procedures For Creation of Creation Units
 
All creation orders must be placed in Creation Units and must be received by the Distributor by no later than the closing time of the regular trading session on the NYSE (“Closing Time”) (ordinarily 4:00 p.m. New York time) in each case on the date such order is placed in order for creation to be effected based on the NAV of the Trust as determined on such date. Orders must be transmitted by telephone, through the Internet or by other transmission method(s) acceptable to the Distributor and the Trustee, pursuant to procedures set forth in the Participant Agreement and/or described in this Prospectus. In addition, orders submitted through the Internet must also comply with the terms and provisions of the State Street Fund Connect Buy-Side User Agreement and other applicable agreements and documents, including but not limited to the applicable Fund Connect User Guide or successor documents. Severe


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economic or market disruptions or changes, or telephone or other communication failure, may impede the ability to reach the Distributor, the Trustee, a Participating Party or a DTC Participant.
 
Units may be created in advance of receipt by the Trustee of all or a portion of the Portfolio Deposit. In these circumstances, the initial deposit has a value greater than the NAV of the Units on the date the order is placed in proper form, because in addition to available Index Securities, cash collateral must be deposited with the Trustee in an amount equal to the sum of (a) the Cash Component, plus (b) 115% of the market value of the undelivered Index Securities (“Additional Cash Deposit”). The Trustee holds such Additional Cash Deposit as collateral in an account separate and apart from the Trust. The order is deemed received on the Business Day on which the order is placed if the order is placed in proper form before the Closing Time, on such date and federal funds in the appropriate amount are deposited with the Trustee by 11:00 a.m., New York time, on the next Business Day.
 
If the order is not placed in proper form by the Closing Time or federal funds in the appropriate amount are not received by 11:00 a.m. New York time on the next Business Day, the order may be deemed to be rejected and the investor shall be liable to the Trust for any losses resulting therefrom. An additional amount of cash must be deposited with the Trustee, pending delivery of the missing Index Securities to the extent necessary to maintain the Additional Cash Deposit with the Trustee in an amount at least equal to 115% of the daily mark-to-market value of the missing Index Securities. If the missing Index Securities are not received by 1:00 p.m. New York time on the third (3rd) Business Day following the day on which the purchase order is deemed received and if a mark-to-market payment is not made within one Business Day following notification by the Distributor that such payment is required, the Trustee may use the Additional Cash Deposit to purchase the missing Index Securities. The Trustee will return any unused portion of the Additional Cash Deposit once all of the missing Index Securities of the Portfolio Deposit have been properly received or purchased by the Trustee and deposited into the Trust. In addition, a Transaction Fee will be imposed in an amount not to exceed that charged for creations outside the Clearing Process as disclosed under the heading “Highlights — A Transaction Fee is Payable for Each Creation and for Each Redemption of Creation Units.” The delivery of Creation Units so created will occur no later than the third (3rd) Business Day following the day on which the purchase order is deemed received. The Participant Agreement for any Participating Party intending to follow these procedures contains terms and conditions permitting the Trustee to buy the missing portion(s) of the Portfolio Deposit at any time and will subject the Participating Party to liability for any shortfall between the cost to the Trust of purchasing such stocks and the value of such collateral. The Participating Party is liable to the Trust for the costs incurred by the Trust in connection with any such purchases. The Trust will have no liability for any such shortfall.
 
All questions as to the number of shares of each Index Security, the amount of the Cash Component and the validity, form, eligibility (including time of receipt) and


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acceptance for deposit of any Index Securities to be delivered are resolved by the Trustee. The Trustee may reject a creation order if (a) the depositor or a group of depositors, upon obtaining the Units ordered, would own 80% or more of the current outstanding Units; (b) the Portfolio Deposit is not in proper form; (c) acceptance of the Portfolio Deposit would have certain adverse tax consequences; (d) the acceptance of the Portfolio Deposit would, in the opinion of counsel, be unlawful; (e) the acceptance of the Portfolio Deposit would otherwise have an adverse effect on the Trust or the rights of Beneficial Owners; or (f) circumstances outside the control of the Trustee make it for all practical purposes impossible to process creations of Units. The Trustee and the Sponsor are under no duty to give notification of any defects or irregularities in the delivery of Portfolio Deposits or any component thereof and neither of them shall incur any liability for the failure to give any such notification.
 
Placement of Creation Orders Using Clearing Process
 
Creation Units created through the Clearing Process must be delivered through a Participating Party that has executed a Participant Agreement. The Participant Agreement authorizes the Trustee to transmit to the Participating Party such trade instructions as are necessary to effect the creation order. Pursuant to the trade instructions from the Trustee to NSCC, the Participating Party agrees to transfer the requisite Index Securities (or contracts to purchase such Index Securities that are expected to be delivered through the Clearing Process in a “regular way” manner by the third NSCC Business Day) and the Cash Component to the Trustee, together with such additional information as may be required by the Trustee.
 
Placement of Creation Orders Outside Clearing Process
 
Creation Units created outside the Clearing Process must be delivered through a DTC Participant that has executed a Participant Agreement and has stated in its order that it is not using the Clearing Process and that creation will instead be effected through a transfer of stocks and cash. The requisite number of Index Securities must be delivered through DTC to the account of the Trustee by no later than 11:00 a.m. of the next Business Day immediately following the Transmittal Date. The Trustee, through the Federal Reserve Bank wire transfer system, must receive the Cash Component no later than 2:00 p.m. on the next Business Day immediately following the Transmittal Date. If the Trustee does not receive both the requisite Index Securities and the Cash Component in a timely fashion, the order will be cancelled. Upon written notice to the Distributor, the cancelled order may be resubmitted the following Business Day using a Portfolio Deposit as newly constituted to reflect the current NAV of the Trust. The delivery of Units so created will occur no later than the third (3rd) Business Day following the day on which the creation order is deemed received by the Distributor.


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Securities Depository; Book-Entry-Only System
 
DTC acts as securities depository for Trust Units. Units are represented by one or more global securities, registered in the name of Cede & Co., as nominee for DTC and deposited with, or on behalf of, DTC.
 
DTC is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC* was created to hold securities of its participants (“DTC Participants”) and to facilitate the clearance and settlement of securities transactions among the DTC Participants through electronic book-entry changes in their accounts, thereby eliminating the need for physical movement of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. Access to DTC system also is available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (“Indirect Participants”).
 
Upon the settlement date of any creation, transfer or redemption of Units, DTC credits or debits, on its book-entry registration and transfer system, the amount of Units so created, transferred or redeemed to the accounts of the appropriate DTC Participants. The accounts to be credited and charged are designated by the Trustee to NSCC, in the case of a creation or redemption through the Clearing Process, or by the Trustee and the DTC Participant, in the case of a creation or redemption outside of the Clearing Process. Beneficial ownership of Units is limited to DTC Participants, Indirect Participants and persons holding interests through DTC Participants and Indirect Participants. Ownership of beneficial interests in Units is shown on, and the transfer of ownership is effected only through, records maintained by DTC (with respect to DTC Participants) and on the records of DTC Participants (with respect to Indirect Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners are expected to receive from or through the DTC Participant a written confirmation relating to their purchase of Units. The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. Such laws may impair the ability of certain investors to acquire beneficial interests in Units.
 
As long as Cede & Co., as nominee of DTC, is the registered owner of Units, references to the registered or record owner of Units shall mean Cede & Co. and shall not mean the Beneficial Owners of Units. Beneficial Owners of Units are not entitled to have Units registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered the record or registered holders thereof under the Trust Agreement. Accordingly, each Beneficial Owner must rely on the procedures of DTC, the DTC Participant and any
 
 
*   As of December 31, 2009, DTCC owned 100% of the issued and outstanding shares of the common stock of DTC.


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Indirect Participant through which such Beneficial Owner holds its interests, to exercise any rights under the Trust Agreement.
 
The Trustee recognizes DTC or its nominee as the owner of all Units for all purposes except as expressly set forth in the Trust Agreement. Pursuant to the agreement between the Trustee and DTC (“Depository Agreement”), DTC is required to make available to the Trustee upon request and for a fee to be charged to the Trust a listing of the Unit holdings of each DTC Participant. The Trustee inquires of each such DTC Participant as to the number of Beneficial Owners holding Units, directly or indirectly, through the DTC Participant. The Trustee provides each such DTC Participant with copies of such notice, statement or other communication, in the form, number and at the place as the DTC Participant may reasonably request, in order that the notice, statement or communication may be transmitted by the DTC Participant, directly or indirectly, to the Beneficial Owners. In addition, the Trust pays to each such DTC Participant a fair and reasonable amount as reimbursement for the expense attendant to such transmittal, all subject to applicable statutory and regulatory requirements. The foregoing interaction between the Trustee and DTC Participants may be direct or indirect (i.e., through a third party.)
 
Distributions are made to DTC or its nominee, Cede & Co. DTC or Cede & Co., upon receipt of any payment of distributions in respect of Units, is required immediately to credit DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in Units, as shown on the records of DTC or its nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of Units held through such DTC Participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in a “street name,” and will be the responsibility of such DTC Participants. Neither the Trustee nor the Sponsor has or will have any responsibility or liability for any aspects of the records relating to or notices to Beneficial Owners, or payments made on account of beneficial ownership interests in Units, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between DTC and the DTC Participants or the relationship between such DTC Participants and the Indirect Participants and Beneficial Owners owning through such DTC Participants.
 
DTC may discontinue providing its service with respect to Units at any time by giving notice to the Trustee and the Sponsor and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the Trustee and the Sponsor shall take action either to find a replacement for DTC to perform its functions at a comparable cost or, if such a replacement is unavailable, to terminate the Trust.
 
REDEMPTION OF TRUST UNITS
 
Trust Units are redeemable only in Creation Units. Creation Units are redeemable in kind only and are not redeemable for cash except as described under “Summary—Highlights—Termination of the Trust.”


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Procedures For Redemption of Creation Units
 
Redemption orders must be placed with a Participating Party (for redemptions through the Clearing Process) or DTC Participant (for redemptions outside the Clearing Process), as applicable, in the form required by such Participating Party or DTC Participant. A particular broker may not have executed a Participant Agreement, and redemption orders may have to be placed by the broker through a Participating Party or a DTC Participant who has executed a Participant Agreement. At any given time, there may be only a limited number of broker-dealers that have executed a Participant Agreement. Redeemers should afford sufficient time to permit (a) proper submission of the order by a Participating Party or DTC Participant to the Trustee and (b) the receipt of the Units to be redeemed and any Excess Cash Amounts (defined below) by the Trustee in a timely manner. Orders for redemption effected outside the Clearing Process are likely to require transmittal by the DTC Participant earlier on the Transmittal Date than orders effected using the Clearing Process. These deadlines vary by institution. Persons redeeming outside the Clearing Process are required to transfer Units through DTC and the Excess Cash Amounts, if any, through the Federal Reserve Bank wire transfer system in a timely manner.
 
Requests for redemption may be made on any Business Day to the Trustee and not to the Distributor. In the case of redemptions made through the Clearing Process, the Transaction Fee is deducted from the amount delivered to the redeemer. In the case of redemptions outside the Clearing Process, the Transaction Fee plus an additional amount not to exceed three (3) times the Transaction Fee applicable for one Creation Unit per Creation Unit redeemed, and such amount is deducted from the amount delivered to the redeemer.
 
The Trustee transfers to the redeeming Beneficial Owner via DTC and the relevant DTC Participant(s) a portfolio of stocks for each Creation Unit delivered, generally identical in weighting and composition to the stock portion of a Portfolio Deposit as in effect (a) on the date a request for redemption is deemed received by the Trustee or (b) in the case of the termination of the Trust, on the date that notice of the termination of the Trust is given. The Trustee also transfers via the relevant DTC Participant(s) to the redeeming Beneficial Owner a “Cash Redemption Payment,” which on any given Business Day is an amount identical to the amount of the Cash Component and is equal to a proportional amount of the following: dividends on the Portfolio Securities for the period through the date of redemption, net of expenses and liabilities for such period including, without limitation, (i) taxes or other governmental charges against the Trust not previously deducted if any, and (ii) accrued fees of the Trustee and other expenses of the Trust, as if the Portfolio Securities had been held for the entire accumulation period for such distribution, plus or minus the Balancing Amount. The redeeming Beneficial Owner must deliver to the Trustee any amount by which the amount payable to the Trust by such Beneficial Owner exceeds the amount of the Cash Redemption Payment (“Excess Cash Amounts”). For redemptions through the Clearing Process, the Trustee effects a transfer of the Cash Redemption Payment and stocks to the redeeming Beneficial


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Owner by the third (3rd) NSCC Business Day following the date on which request for redemption is deemed received. For redemptions outside the Clearing Process, the Trustee transfers the Cash Redemption Payment and the stocks to the redeeming Beneficial Owner by the third (3rd) Business Day following the date on which the request for redemption is deemed received. The Trustee will cancel all Units delivered upon redemption.
 
If the Trustee determines that an Index Security is likely to be unavailable or available in insufficient quantity for delivery by the Trust upon redemption, the Trustee may elect to deliver the cash equivalent value of any such Index Securities, based on its market value as of the Evaluation Time on the date such redemption is deemed received by the Trustee as a part of the Cash Redemption Payment in lieu thereof.
 
If a redeemer is restricted by regulation or otherwise from investing or engaging in a transaction in one or more Index Securities, the Trustee may elect to deliver the cash equivalent value based on the market value of any such Index Securities as of the Evaluation Time on the date of the redemption as a part of the Cash Redemption Payment in lieu thereof. In such case, the investor will pay the Trustee the standard Transaction Fee, and may pay an additional amount equal to the actual amounts incurred in connection with such transaction(s) but in any case not to exceed three (3) times the Transaction Fee applicable for one Creation Unit.
 
The Trustee upon the request of a redeeming investor, may elect to redeem Creation Units in whole or in part by providing such redeemer, with a portfolio of stocks differing in exact composition from Index Securities but not differing in NAV from the then-current Portfolio Deposit. Such a redemption is likely to be made only if it were determined that it would be appropriate in order to maintain the Trust’s correspondence to the composition and weighting of the S&P 500 Index.
 
The Trustee may sell Portfolio Securities to obtain sufficient cash proceeds to deliver to the redeeming Beneficial Owner. To the extent cash proceeds are received by the Trustee in excess of the required amount, such cash proceeds shall be held by the Trustee and applied in accordance with the guidelines applicable to Misweighting (as defined below).
 
All redemption orders must be transmitted to the Trustee by telephone, through the Internet or by other transmission methods acceptable to the Trustee so as to be received by the Trustee not later than the Closing Time on the Transmittal Date, pursuant to procedures set forth in the Participant Agreement and/or described in this Prospectus. In addition, orders submitted through the Internet must also comply with the terms and provisions of the State Street Fund Connect Buy-Side User Agreement and other applicable agreements and documents, including but not limited to the applicable Fund Connect User Guide or successor documents. Severe economic or market disruption or changes, or telephone or other communication failure, may impede the ability to reach the Trustee, a Participating Party, or a DTC Participant.
 
The calculation of the value of the stocks and the Cash Redemption Payment to be delivered to the redeeming Beneficial Owner is made by the Trustee according to the procedures set forth under “Valuation” and is computed as of the Evaluation Time


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on the Business Day on which a redemption order is deemed received by the Trustee. Therefore, if a redemption order in proper form is submitted to the Trustee by a DTC Participant not later than the Closing Time on the Transmittal Date, and the requisite Units are delivered to the Trustee prior to DTC Cut-Off Time on such Transmittal Date, then the value of the stocks and the Cash Redemption Payment to be delivered to the Beneficial Owner is determined by the Trustee as of the Evaluation Time on such Transmittal Date. If, however, a redemption order is submitted not later than the Closing Time on a Transmittal Date but either (a) the requisite Units are not delivered by DTC Cut-Off Time on the next Business Day immediately following such Transmittal Date or (b) the redemption order is not submitted in proper form, then the redemption order is not deemed received as of such Transmittal Date. In such case, the value of the stocks and the Cash Redemption Payment to be delivered to the Beneficial Owner is computed as of the Evaluation Time on the Business Day that such order is deemed received by the Trustee, i.e. , the Business Day on which the Units are delivered through DTC to the Trustee by DTC Cut-Off Time on such Business Day pursuant to a properly submitted redemption order.
 
The Trustee may suspend the right of redemption, or postpone the date of payment of the NAV for more than five (5) Business Days following the date on which the request for redemption is deemed received by the Trustee (a) for any period during which the NYSE is closed, (b) for any period during which an emergency exists as a result of which disposal or evaluation of the Portfolio Securities is not reasonably practicable, (c) or for such other period as the SEC may by order permit for the protection of Beneficial Owners. Neither the Sponsor nor the Trustee is liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
 
Placement of Redemption Orders Using Clearing Process
 
A redemption order made through the Clearing Process is deemed received on the Transmittal Date if (a) such order is received by the Trustee not later than the Closing Time on such Transmittal Date and (b) all other procedures set forth in the Participant Agreement are properly followed. The order is effected based on the NAV of the Trust as determined as of the Evaluation Time on the Transmittal Date. A redemption order made through the Clearing Process and received by the Trustee after the Closing Time will be deemed received on the next Business Day immediately following the Transmittal Date. The Participant Agreement authorizes the Trustee to transmit to NSCC on behalf of the Participating Party such trade instructions as are necessary to effect the Participating Party’s redemption order. Pursuant to such trade instructions from the Trustee to NSCC, the Trustee transfers the requisite stocks (or contracts to purchase such stocks which are expected to be delivered in a “regular way” manner) by the third (3rd) NSCC Business Day following the date on which the request for redemption is deemed received, and the Cash Redemption Payment.


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Placement of Redemption Orders Outside Clearing Process
 
A DTC Participant who wishes to place an order for redemption of Units to be effected outside the Clearing Process need not be a Participating Party, but its order must state that the DTC Participant is not using the Clearing Process and that redemption will instead be effected through transfer of Units directly through DTC. An order is deemed received by the Trustee on the Transmittal Date if (a) such order is received by the Trustee not later than the Closing Time on such Transmittal Date, (b) such order is preceded or accompanied by the requisite number of Units specified in such order, which delivery must be made through DTC to the Trustee no later than 11:00 a.m. on the next Business Day immediately following such Transmittal Date (“DTC Cut-Off Time”) and (c) all other procedures set forth in the Participant Agreement are properly followed. Any Excess Cash Amounts owed by the Beneficial Owner must be delivered no later than 2:00 p.m. on the next Business Day immediately following the Transmittal Date.
 
The Trustee initiates procedures to transfer the requisite stocks (or contracts to purchase such stocks) that are expected to be delivered within three Business Days and the Cash Redemption Payment to the redeeming Beneficial Owner by the third Business Day following the Transmittal Date.
 
THE PORTFOLIO
 
Because the objective of the Trust is to provide investment results that, before expenses, generally correspond to the price and yield performance of the S&P 500 Index, the Portfolio at any time will consist of as many of Index Securities as is practicable. It is anticipated that cash or cash items (other than dividends held for distribution) normally would not be a substantial part of the Trust’s net assets. Although the Trust may at any time fail to own certain of Index Securities, the Trust will be substantially invested in Index Securities and the Sponsor believes that such investment should result in a close correspondence between the investment performance of the S&P 500 Index and that derived from ownership of Units.
 
Portfolio Securities Conform to the S&P 500 Index
 
The S&P 500 Index is a float-adjusted capitalization weighted index of 500 securities calculated under the auspices of the S&P Index Committee of S&P. At any moment in time, the value of the S&P 500 Index equals the aggregate market value of the available float shares outstanding in each of the component 500 Index Securities, evaluated at their respective last sale prices on their respective listing exchange, divided by a scaling factor (“divisor”) which yields a resulting index value in the reported magnitude.
 
Periodically (typically, several times per quarter), S&P may determine that total shares outstanding have changed in one or more component Index Securities due to secondary offerings, repurchases, conversions or other corporate actions. Second,


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periodically S&P may determine that the available float shares of one or more of the Index Securities may have changed due to corporate actions, purchases or sales of securities by holders or other events. Additionally, the S&P Committee may periodically (ordinarily, several times per quarter) replace one or more Index Securities due to mergers, acquisitions, bankruptcies, or other market conditions, or if the issuers of such Index Securities fail to meet the criteria for inclusion in the S&P 500 Index. In 2009, there were 29 company changes to the S&P 500 Index. Ordinarily, whenever there is a change in shares outstanding or a change in an Index Security of the S&P 500 Index, S&P adjusts the divisor to ensure that there is no discontinuity in the value of the S&P 500 Index.
 
The Trust is not managed and therefore the adverse financial condition of an issuer does not require the sale of stocks from the Portfolio. The Trustee on a non-discretionary basis adjusts the composition of the Portfolio to conform to changes in the composition and/or weighting structure of Index Securities. To the extent that the method of determining the S&P 500 Index is changed by S&P in a manner that would affect the adjustments provided for herein, the Trustee and the Sponsor have the right to amend the Trust Agreement, without the consent of DTC or Beneficial Owners, to conform the adjustments to such changes and to maintain the objective of tracking the S&P 500 Index.
 
The Trustee aggregates certain of these adjustments and makes conforming changes to the Portfolio at least monthly. The Trustee directs its stock transactions only to brokers or dealers, which may include affiliates of the Trustee, from whom it expects to obtain the most favorable prices or execution of orders. Adjustments are made more frequently in the case of significant changes to the S&P 500 Index. Specifically, the Trustee is required to adjust the composition of the Portfolio whenever there is a change in the identity of any Index Security ( i.e. , a substitution of one security for another) within three (3) Business Days before or after the day on which the change is scheduled to take effect. If the transaction costs incurred by the Trust in adjusting the Portfolio would exceed the expected variation between the composition of the Portfolio and the S&P 500 Index (“Misweighting”), it may not be efficient identically to replicate the share composition of the S&P 500 Index. Minor Misweighting generally is permitted within the guidelines set forth below. The Trustee is required to adjust the composition of the Portfolio at any time that the weighting of any stock in the Portfolio varies in excess of one hundred and fifty percent (150%) of a specified percentage, which percentage varies from 8/100 of 1% to 2/100 of 1%, depending on the NAV of the Trust (in each case, “Misweighting Amount”), from the weighting of the Index Security in the S&P 500 Index.
 
The Trustee examines each stock in the Portfolio on each Business Day, comparing its weighting to the weighting of the corresponding Index Security, based on prices at the close of the market on the preceding Business Day (a “Weighting Analysis”). If there is a Misweighting in any stock in the Portfolio in excess of one hundred and fifty percent (150%) of the applicable Misweighting Amount, the Trustee calculates an adjustment to the Portfolio in order to bring the Misweighting


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within the Misweighting Amount, based on prices at the close of the market on the day on which such Misweighting occurs. Also, on a monthly basis, the Trustee performs a Weighting Analysis for each stock in the Portfolio, and in any case where there exists a Misweighting exceeding one hundred percent (100%) of the applicable Misweighting Amount, the Trustee calculates an adjustment to the Portfolio in order to bring the Misweighting within the applicable Misweighting Amount, based on prices at the close of the market on the day on which such Misweighting occurs. In the case of any adjustment to the Portfolio because of a Misweighting, the purchase or sale of stock necessitated by the adjustment is made within three (3) Business Days of the day on which such Misweighting is determined. In addition to the foregoing adjustments, the Trustee may make additional periodic adjustments to Portfolio Securities that may be misweighted by an amount within the applicable Misweighting Amount.
 
The foregoing guidelines with respect to Misweighting also apply to any Index Security that (a) is likely to be unavailable for delivery or available in insufficient quantity for delivery or (b) cannot be delivered to the Trustee due to restrictions prohibiting a creator from engaging in a transaction involving such Index Security. Upon receipt of an order for a Creation Unit that involves such an Index Security, the Trustee determines whether the substitution of cash for the stock would cause a Misweighting in the Portfolio. If a Misweighting results, the Trustee will purchase the required number of shares of the Index Security on the opening of the market on the following Business Day. If a Misweighting does not result and the Trustee does not hold cash in excess of the permitted amounts, the Trustee may hold the cash or, if such excess would result, make the required adjustments to the Portfolio.
 
As a result of the purchase and sale of stock in accordance with these requirements, or the creation of Creation Units, the Trust may hold some amount of residual cash (other than cash held temporarily due to timing differences between the sale and purchase of stock or cash delivered in lieu of Index Securities or undistributed income or undistributed capital gains). This amount may not exceed for more than two (2) consecutive Business Days 5/10th of 1 percent of the value of the Portfolio. If the Trustee has made all required adjustments and is left with cash in excess of 5/10th of 1 percent of the value of the Portfolio, the Trustee will use such cash to purchase additional Index Securities that are under-weighted in the Portfolio as compared to their relative weightings in the S&P 500 Index, although the Misweighting of such Index Securities may not be in excess of the applicable Misweighting Amount.
 
All portfolio adjustments are made as described herein unless such adjustments would cause the Trust to lose its status as a “regulated investment company” under Subchapter M of the Code. Additionally, the Trustee is required to adjust the composition of the Portfolio at any time to insure the continued qualification of the Trust as a regulated investment company.


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The Trustee relies on industry sources for information as to the composition and weightings of Index Securities. If the Trustee becomes incapable of obtaining or processing such information or NSCC is unable to receive such information from the Trustee on any Business Day, the Trustee shall use the composition and weightings of Index Securities for the most recently effective Portfolio Deposit for the purposes of all adjustments and determinations (including, without limitation, determination of the stock portion of the Portfolio Deposit) until the earlier of (a) such time as current information with respect to Index Securities is available or (b) three (3) consecutive Business Days have elapsed. If such current information is not available and three (3) consecutive Business Days have elapsed, the composition and weightings of Portfolio Securities (as opposed to Index Securities) shall be used for the purposes of all adjustments and determinations (including, without limitation, determination of the stock portion of the Portfolio Deposit) until current information with respect to Index Securities is available.
 
If the Trust is terminated, the Trustee shall use the composition and weightings of Portfolio Securities as of such notice date for the purpose and determination of all redemptions or other required uses of the basket.
 
From time to time S&P may adjust the composition of the S&P 500 Index because of a merger or acquisition involving one or more Index Securities. In such cases, the Trust, as shareholder of an issuer that is the object of such merger or acquisition activity, may receive various offers from would-be acquirors of the issuer. The Trustee is not permitted to accept any such offers until such time as it has been determined that the stocks of the issuer will be removed from the S&P 500 Index. As stocks of an issuer are often removed from the S&P 500 Index only after the consummation of a merger or acquisition of such issuer, in selling the securities of such issuer the Trust may receive, to the extent that market prices do not provide a more attractive alternative, whatever consideration is being offered to the shareholders of such issuer that have not tendered their shares prior to such time. Any cash received in such transactions is reinvested in Index Securities in accordance with the criteria set forth above. Any stocks received as a part of the consideration that are not Index Securities are sold as soon as practicable and the cash proceeds of such sale are reinvested in accordance with the criteria set forth above.
 
Adjustments to the Portfolio Deposit
 
On each Business Day (each such day an “Adjustment Day”), the number of shares and identity of each Index Security in a Portfolio Deposit are adjusted in accordance with the following procedure. At the close of the market the Trustee calculates the NAV of the Trust. The NAV is divided by the number of outstanding Units multiplied by 50,000 Units in one Creation Unit, resulting in an NAV per Creation Unit (“NAV Amount”). The Trustee then calculates the number of shares (without rounding) of each of the component stocks of the S&P 500 Index in a Portfolio Deposit for the following Business Day (“Request Day”), so that (a) the market value at the close of the market on the Adjustment Day of the stocks to be


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included in the Portfolio Deposit on Request Day, together with the Dividend Equivalent Payment effective for requests to create or redeem on the Adjustment Day, equals the NAV Amount and (b) the identity and weighting of each of the stocks in a Portfolio Deposit mirrors proportionately the identity and weightings of the stocks in the S&P 500 Index, each as in effect on Request Day. For each stock, the number resulting from such calculation is rounded to the nearest whole share, with a fraction of 0.50 being rounded up. The identities and weightings of the stocks so calculated constitute the stock portion of the Portfolio Deposit effective on Request Day and thereafter until the next subsequent Adjustment Day, as well as Portfolio Securities to be delivered by the Trustee in the event of request for redemption on the Request Day and thereafter until the following Adjustment Day.
 
In addition to the foregoing adjustments, if a corporate action such as a stock split, stock dividend or reverse split occurs with respect to any Index Security that does not result in an adjustment to the S&P 500 Index divisor, the Portfolio Deposit shall be adjusted to take into account the corporate action in each case rounded to the nearest whole share.
 
On the Request Day and on each day that a request for the creation or redemption is deemed received, the Trustee calculates the market value of the stock portion of the Portfolio Deposit as in effect on the Request Day as of the close of the market and adds to that amount the Dividend Equivalent Payment effective for requests to create or redeem on Request Day (such market value and Dividend Equivalent Payment are collectively referred to herein as “Portfolio Deposit Amount”). The Trustee then calculates the NAV Amount, based on the close of the market on the Request Day. The difference between the NAV Amount so calculated and the Portfolio Deposit Amount is the “Balancing Amount”. The Balancing Amount serves the function of compensating for any differences between the value of the Portfolio Deposit Amount and the NAV Amount at the close of trading on Request Day due to, for example, (a) differences in the market value of the securities in the Portfolio Deposit and the market value of the Securities on Request Day and (b) any variances from the proper composition of the Portfolio Deposit.
 
On any Adjustment Day on which (a) no change in the identity and/or share weighting of any Index Security is scheduled to take effect that would cause the S&P 500 Index divisor to be adjusted after the close of the market on that Business Day,* and (b) no stock split, stock dividend or reverse stock split with respect to any Index Security has been declared to take effect on the corresponding Request Day, the Trustee may forego making any adjustment to the stock portion of the Portfolio Deposit and to use the composition and weightings of Index Securities for the most recently effective Portfolio Deposit for the Request Day following such Adjustment Day. In addition, the Trustee may calculate the adjustment to the number of shares
 
 
*   S&P publicly announces changes in the identity and/or weighting of Index Securities in advance of the actual change. The announcements regarding changes in the index components are made after the close of trading on such day.


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and identity of Index Securities in a Portfolio Deposit as described above except that such calculation would be employed two (2) Business Days rather than one (1) Business Day before the Request Day.
 
The Dividend Equivalent Payment and the Balancing Amount in effect at the close of business on the Request Date are collectively referred to as the Cash Component or the Cash Redemption Payment. If the Balancing Amount is a positive number ( i.e. , if the NAV Amount exceeds the Portfolio Deposit Amount) then, with respect to creation, the Balancing Amount increases the Cash Component of the then effective Portfolio Deposit transferred to the Trustee by the creator. With respect to redemptions, the Balancing Amount is added to the cash transferred to the redeemer by the Trustee. If the Balancing Amount is a negative number ( i.e. , if the NAV Amount is less than the Portfolio Deposit Amount) then, with respect to creation, this amount decreases the Cash Component of the then effective Portfolio Deposit to be transferred to the Trustee by the creator or, if such cash portion is less than the Balancing Amount, the difference must be paid by the Trustee to the creator. With respect to redemptions, the Balancing Amount is deducted from the cash transferred to the redeemer or, if such cash is less than the Balancing Amount, the difference must be paid by the redeemer to the Trustee.
 
If the Trustee has included the cash equivalent value of one or more Index Securities in the Portfolio Deposit because the Trustee has determined that such Index Securities are likely to be unavailable or available in insufficient quantity for delivery, or if a creator or redeemer is restricted from investing or engaging in transactions in one or more of such Index Securities, the Portfolio Deposit so constituted shall determine the Index Securities to be delivered in connection with the creation of Trust Units in Creation Unit size aggregations and upon the redemption of Trust Units until the time the stock portion of the Portfolio Deposit is subsequently adjusted.
 
THE S&P 500 INDEX
 
The S&P 500 Index is composed of five hundred (500) selected stocks, all of which are listed on national stock exchanges and spans over 24 separate industry groups. As of December 31, 2009, the five largest industry groups comprising the S&P 500 Index were: Energy 11.48%; Technology-Hardware & Equipment 9.20%; Pharmaceuticals-Biotechnology & Life 8.43%; Software & Services 8.05% and Diversified Financials 7.87%. Since 1968, the S&P 500 Index has been a component of the U.S. Commerce Department’s list of Leading Indicators that track key sectors of the U.S. economy. Current information regarding the market value of the S&P 500 Index is available from market information services. The S&P 500 Index is determined, comprised and calculated without regard to the Trust.
 
S&P is not responsible for and does not participate in the creation or sale of Trust Units or in the determination of the timing, pricing, or quantities and proportions of purchases or sales of Index Securities or Portfolio Securities. The


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information in this Prospectus concerning S&P and the S&P 500 Index has been obtained from sources that the Sponsor believes to be reliable, but the Sponsor takes no responsibility for the accuracy of such information.
 
The following table shows the actual performance of the S&P 500 Index for the years 1960 through 2009. Stock prices fluctuated widely during this period and were higher at the end than at the beginning. The results shown should not be considered representative of the income yield or capital gain or loss that may be generated by the S&P 500 Index in the future. The results should not be considered representative of the performance of the Trust.
 
                                 
    Calendar
    Calendar
    Change In
    Calendar
 
    Year-End
    Year-End Index
    Index for
    Year-End
 
Year
  Index Value*     Value 1960=100     Calendar Year     Yield**  
 
1960
    58.11       100.00       %     3.47 %
1961
    71.55       123.13       23.13       2.98  
1962
    63.10       108.59       −11.81       3.37  
1963
    75.02       129.10       18.89       3.17  
1964
    84.75       145.84       12.97       3.01  
1965
    92.43       159.06       9.06       3.00  
1966
    80.33       138.24       −13.09       3.40  
1967
    96.47       166.01       20.09       3.20  
1968
    103.86       178.73       7.66       3.07  
1969
    92.06       158.42       −11.36       3.24  
1970
    92.15       158.58       0.10       3.83  
1971
    102.09       175.68       10.79       3.14  
1972
    118.05       203.15       15.63       2.84  
1973
    97.55       167.87       −17.37       3.06  
1974
    68.56       117.98       −29.72       4.47  
1975
    90.19       155.21       31.55       4.31  
1976
    107.46       184.93       19.15       3.77  
1977
    95.10       163.66       −11.50       4.62  
1978
    96.11       165.39       1.06       5.28  
1979
    107.94       185.75       12.31       5.47  
1980
    135.76       233.63       25.77       5.26  
1981
    122.55       210.89       −9.73       5.20  
1982
    140.64       242.02       14.76       5.81  
1983
    164.93       283.82       17.27       4.40  
1984
    167.24       287.80       1.40       4.64  
1985
    211.28       363.59       26.33       4.25  
1986
    242.17       416.75       14.62       3.49  
1987
    247.08       425.19       2.03       3.08  
1988
    277.72       477.92       12.40       3.64  
1989
    353.40       608.15       27.25       3.45  
1990
    330.22       568.26       −6.56       3.61  
1991
    417.09       717.76       26.31       3.24  
1992
    435.71       749.80       4.46       2.99  


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    Calendar
    Calendar
    Change In
    Calendar
 
    Year-End
    Year-End Index
    Index for
    Year-End
 
Year
  Index Value*     Value 1960=100     Calendar Year     Yield**  
 
1993
    464.45       802.70       7.06       2.78  
1994
    459.27       790.34       −1.54       2.82  
1995
    615.93       1,059.92       34.11       2.56  
1996
    740.74       1,274.70       20.26       2.19  
1997
    970.43       1,669.99       31.01       1.77  
1998
    1,229.23       2,115.35       26.67       1.49  
1999
    1,469.25       2,528.39       19.53       1.14  
2000
    1,320.28       2,272.04       −10.14       1.19  
2001
    1,148.08       1,975.70       −13.04       1.36  
2002
    879.82       1,514.06       −23.37       1.81  
2003
    1,111.92       1,913.47       26.38       1.63  
2004
    1,211.92       2,085.56       8.99       1.72  
2005
    1,248.29       2,148.15       3.00       1.86  
2006
    1,418.30       2,440.72       13.62       1.81  
2007
    1,468.36       2,526.86       3.53       1.89  
2008
    903.25       1,554.38       −38.49       3.14  
2009
    1,115.10       1,918.95       23.45       1.95  
 
 
* Source: S&P. Year-end index values shown do not reflect reinvestment of dividends nor costs, such as brokerage charges and transaction costs.
 
** Source: S&P. Yields are obtained by dividing the aggregate cash dividends by the aggregate market value of the stocks in the S&P 500 Index.

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LICENSE AGREEMENT
 
The License Agreement grants State Street Global Markets, LLC (“SSGM”), an affiliate of the Trustee, a license to use the S&P 500 Index as a basis for determining the composition of the Portfolio and to use certain trade names and trademarks of S&P in connection with the Portfolio. The Trustee on behalf of the Trust, the Sponsor and the Exchange have each received a sublicense from SSGM for the use of the S&P 500 Index and certain trade names and trademarks in connection with their rights and duties with respect to the Trust. The License Agreement may be amended without the consent of any of the Beneficial Owners of Trust Units. Currently, the License Agreement is scheduled to terminate on December 31, 2017, but its term may be extended without the consent of any of the Beneficial Owners of Trust Units.
 
None of the Trust, the Trustee, the Exchange, the Sponsor, SSGM, the Distributor, DTC, NSCC, any Authorized Participant, any Beneficial Owner of Trust Units or any other person is entitled to use any rights whatsoever under the foregoing licensing arrangements or to use the trademarks “Standard & Poor’s”, “S&P”, “S&P 500.” “Standard & Poor’s 500” or “500” or to use the S&P 500 Index except as specifically described in the License Agreement or sublicenses or as may be specified in the Trust Agreement.
 
The Trust is not sponsored, endorsed, sold or promoted by S&P and S&P makes no representation or warranty, express or implied, to the Trust, the Trustee, the Distributor, DTC or Beneficial Owners of Trust Units regarding the advisability of investing in securities generally or in the Trust particularly or the ability of the S&P 500 Index to track general stock market performance. S&P’s only relationship to the Trust is the licensing of certain trademarks and trade names of S&P and of the S&P 500 Index which is determined, comprised and calculated by S&P without regard to the Trust or the Beneficial Owners of Trust Units. S&P has no obligation to take the needs of the Trust or the Beneficial Owners of Trust Units into consideration in determining, comprising or calculating the S&P 500 Index. S&P is not responsible for and has not participated in any determination or calculation made with respect to issuance or redemption of Units. S&P has no obligation or liability in connection with the administration, marketing or trading of Units.
 
S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE SPONSOR, THE TRUST, BENEFICIAL OWNERS OF TRUST UNITS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED UNDER THE LICENSE AGREEMENT, OR FOR ANY OTHER USE. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT


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LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
 
EXCHANGE LISTING
 
On October 1, 2008, NYSE Euronext acquired the American Stock Exchange LLC, which was renamed “NYSE Alternext US”. As the listing and trading of all exchange traded funds on NYSE was being consolidated on a single trading venue, NYSE Arca, the Sponsor and the Trustee decided to move the listing for the Trust from NYSE Alternext to NYSE Arca. Therefore, Trust Units have been listed on NYSE Arca as of February 24, 2009. The Trust is not required to pay an initial listing fee to the Exchange. Transactions involving Trust Units in the public trading market are subject to customary brokerage charges and commissions.
 
Trust Units also are listed and traded on the Singapore Exchange Securities Trading Limited. In the future, Trust Units may be listed and traded on other non-U.S. exchanges pursuant to similar arrangements.
 
There can be no assurance that Units will always be listed on the Exchange. The Trust will be terminated if Trust Units are delisted. Trading in Units may be halted under certain circumstances as set forth in the Exchange rules and procedures. The Exchange will consider the suspension of trading in or removal from listing of Units if: (a) the Trust has more than 60 days remaining until termination and there are fewer than 50 record and/or beneficial holders of Units for 30 or more consecutive trading days; (b) the value of the S&P 500 Index is no longer calculated or available; or (c) such other event occurs or condition exists which, in the opinion of the Exchange, makes further dealings on the Exchange inadvisable. In addition, trading is subject to trading halts caused by extraordinary market volatility pursuant to Exchange “circuit breaker” rules that require trading to be halted for a specified period based on a specified market decline. The Exchange also must halt trading if required intraday valuation information is not disseminated for longer than one Business Day.
 
The Sponsor’s aim in designing Trust Units was to provide investors with a security whose initial market value would approximate one-tenth (1/10th) the value of the S&P 500 Index. Of course, the market value of a Unit is affected by a variety of factors, including capital gains distributions made, and expenses incurred, by the Trust, and therefore, over time, a Unit may no longer approximate 1/10th the value of the S&P 500 Index. The market price of a Unit should reflect its share of the dividends accumulated on Portfolio Securities and may be affected by supply and demand, market volatility, sentiment and other factors.


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FEDERAL INCOME TAXES
 
The following is a summary of the material U.S. federal income tax considerations applicable to an investment in Units. The summary is based on the laws in effect on the date of this Prospectus and existing judicial and administrative interpretations thereof, all of which are subject to change, possibly with retroactive effect. In addition, this summary assumes that Beneficial Owners hold Units as capital assets within the meaning of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and do not hold Units in connection with a trade or business. This summary does not address all potential U.S. federal income tax considerations possibly applicable to an investment in Units or to any Beneficial Owner who or that is (a) treated as a partnership (or other pass-through entity) for U.S. federal income tax purposes, (b) holding Units through a partnership (or other pass-through entity), or (c) otherwise subject to special tax rules, such as dealers in securities or foreign currency, tax-exempt entities, financial institutions, regulated investment companies, real estate investment trusts, insurance companies, persons that hold Units as part of a “straddle,” a “hedge” or a “conversion transaction,” investors that have a “functional currency” other than the U.S. dollar, persons liable for alternative minimum tax, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, “controlled foreign corporations,” passive foreign investment companies” or, United States expatriates. Prospective Beneficial Owners are urged to consult their own tax advisors with respect to the specific tax consequences of investing in Units.
 
Tax Treatment of the Trust
 
For the fiscal year ended September 30, 2009, the Trust believes that it qualified for tax treatment as a “regulated investment company” under the Code. The Trust intends to continue to so qualify. To qualify as a regulated investment company, the Trust must, among other things, (a) derive in each taxable year at least ninety percent (90%) of its gross income from dividends, interest, gains from the sale or other disposition of stock, securities or foreign currencies, or certain other sources, (b) meet certain asset diversification tests, and (c) distribute in each year at least ninety percent (90%) of its investment company taxable income. If the Trust qualifies as a regulated investment company, the Trust will not be subject, in general, to federal income tax if and to the extent the Trust distributes its income in a timely manner. Any undistributed income may be subject to tax, including a four percent (4%) excise tax on certain undistributed income in the event that the Trust does not distribute to the Beneficial Owners in a timely manner at least ninety-eight percent (98%) of its taxable income (including capital gains).
 
If the Trust fails to qualify as a regulated investment company for any year, the Trust will be subject to corporate-level income tax in that year on all of its taxable income, regardless of whether the Trust makes any distributions to the Beneficial Owners. In addition, any distributions from a non-qualifying Trust will be taxable to a Beneficial Owner generally as ordinary dividends to the extent of the Trust’s current and accumulated earnings and profits, possibly eligible for (a) in the case of a non-


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corporate Beneficial Owner ( i.e. , an individual, trust or estate), treatment as a qualifying dividend (as discussed below) subject to tax at preferential capital gains rates or (b) in the case of a corporate Beneficial Owner, a dividends-received deduction.
 
To meet the distribution requirements necessary to qualify as a regulated investment company (as outlined above), the Trust may be required to make distributions in excess of the yield performance of the Portfolio Securities.
 
Tax Treatment of the Beneficial Owners
 
Considerations for a Beneficial Owner that is a U.S. Person.   The following are certain U.S. federal income tax considerations for Beneficial Owners that are U.S. persons. A Beneficial Owner will be a U.S. person if the Beneficial Owners is, for U.S. federal income tax purposes: (a) a citizen or individual resident of the United States; (b) a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws or the United States or of any political subdivision thereof; (c) an estate, the income of which is subject to United States federal income taxation regardless of its source; or (d) a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (ii) the trust was in existence on August 20, 1996 and has a valid election in effect under applicable United States Treasury regulations to continue to be treated as a U.S. person.
 
Distributions.   Distributions of the Trust’s net investment income (other than, as discussed below, qualifying dividend income) and net short-term capital gains are taxable as ordinary income to the extent of the Trust’s current or accumulated earnings and profits. Distributions of the Trust’s net long-term capital gains in excess of net short-term capital losses are taxable as long-term capital gain to the extent of the Trust’s current or accumulated earnings and profits, regardless of a Beneficial Owner’s holding period in the Trust’s shares. Distributions of qualifying dividend income are taxable as long-term capital gain to the extent of the Trust’s current or accumulated earnings and profits, provided that the Beneficial Owner meets certain holding period and other requirements with respect to the Trust’s shares and the Trust meets certain holding period and other requirements with respect to its dividend-paying stocks.
 
Distributions in excess of the Trust’s current or accumulated earnings and profits are treated as a return of capital, which reduce a Beneficial Owner’s tax basis in Units. Return-of-capital distributions may result if, for example, Trust distributions are derived from cash amounts deposited in connection with Portfolio Deposits, rather than dividends actually received by the Trust on the Portfolio Securities. Return-of-capital distributions may be more likely to occur in periods during which the number of outstanding Units fluctuates significantly.
 
Because the taxability of a distribution depends upon the Trust’s current and accumulated earnings and profits, a distribution received shortly after an acquisition of Units may be taxable, even though, as an economic matter, the distribution represents a return of a Beneficial Owner’s initial investment.


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The Trust intends to distribute its long-term capital gains at least annually. However, by providing written notice to Beneficial Owners no later than sixty (60) days after its year-end, the Trust may elect to retain some or all of its long-term capital gains and designate the retained amount as a “deemed distribution.” In that event, the Trust pays income tax on the retained long-term capital gain, and each Beneficial Owner recognizes a proportionate share of the Trust’s undistributed long-term capital gain. In addition, each Beneficial Owner can claim a refundable tax credit for the Beneficial Owner’s proportionate share of the Trust’s income taxes paid on the undistributed long-term capital gain and increase the tax basis of the Units by an amount equal to sixty-five percent (65%) of the Beneficial Owner’s proportionate share of the Trust’s undistributed long-term capital gains.
 
Long-term capital gains of non-corporate Beneficial Owners are taxed at a maximum rate of fifteen percent (15%) for taxable years beginning on or before December 31, 2010. In addition, for those taxable years, Trust distributions of qualifying dividend income to non-corporate Beneficial Owners qualify for taxation at long-term capital gain rates. Under current law, the taxation of qualifying dividend income at long-term capital gain rates will no longer apply for taxable years beginning after December 31, 2010.
 
Sales and Redemptions.   In general, any capital gain or loss realized upon a sale of a Unit is treated generally as a long-term gain or loss if the Unit has been held for more than one year. Any capital gain or loss realized upon a sale of a Unit held for one year or less is generally treated as a short-term gain or loss, except that any capital loss on the sale of a Unit held for six months or less is treated as long-term capital loss to the extent that capital gain dividends were paid with respect to the Unit.
 
An in-kind redemption of a Unit does not result in the recognition of taxable gain or loss by the Trust. Upon an in-kind redemption of a Unit, a Beneficial Owner recognizes gain or loss, in an amount equal to the difference between the sum of the aggregate fair market value (as determined on the redemption date) of the stocks and cash received as a result of the Unit redemption and the Beneficial Owner’s basis in the redeemed Unit. Stocks received upon a Unit redemption (which will be comprised of the stock portion of the Portfolio Deposit in effect on the date of redemption) generally have an initial tax basis equal to their respective market values on the date of redemption. The Internal Revenue Service (“IRS”) may assert that any resulting loss may not be deducted by a Beneficial Owner on the basis that there has been no material change in such Beneficial Owner’s economic position or that the transaction has no significant economic or business utility apart from the anticipated tax consequences.
 
Portfolio Deposits.   In general, the Trust recognizes no gain or loss on the issue of Creation Units in exchange for Portfolio Deposits. However, the person transferring the Portfolio Deposit to the Trust generally recognizes gain or loss with respect to the stocks included in the Portfolio Deposit, in an amount equal to the difference between the amount realized in respect of the stock and such person’s basis in the stock. The particular amount realized with respect to each stock included in a


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Portfolio Deposit is determined by allocating the total fair market value (as determined on the transfer date of the Portfolio Deposit) of the Units received, less any cash paid to the Trust or plus any cash received from the Trust, in connection with the Portfolio Deposit, among all of the stocks included in the Portfolio Deposit based on their relative fair market values (as determined on the transfer date of the Portfolio Deposit). The IRS may assert that a person transferring a Portfolio Deposit may not be able to deduct a resulting loss on the grounds that there has been no material change in such person’s economic position or that the transaction has no significant economic or business utility or purpose apart from the anticipated tax consequences.
 
Special Considerations for Foreign Beneficial Owners.   If a Beneficial Owner is not a U.S. person as described above (a “Foreign Beneficial Owner”), the Trust’s ordinary income dividends (including distributions of net short-term capital gains and other amounts that would not be subject to U.S. withholding tax if paid directly to the Foreign Beneficial Owner) will be subject, in general, to withholding tax at a rate of thirty percent (30%) or at a lower rate established under an applicable tax treaty. However, for Trust tax years that began on or before December 31, 2009, interest-related dividends and short-term capital gain dividends generally will not be subject to withholding tax; provided that the Foreign Beneficial Owner furnishes the Trust with a completed IRS Form W-8BEN (or acceptable substitute documentation) establishing the Foreign Beneficial Owner’s status as foreign and that the Trust does not have actual knowledge or reason to know that the Foreign Beneficial Owner would be subject to withholding tax if the Foreign Beneficial Owner were to receive the related amounts directly rather than as dividends from the Trust. There has been proposed legislation to extend this until December 31, 2010, however, at this time it is unclear whether it will be extended, and if it is, the terms of the extension.
 
In general, gain on a sale of a Unit will be exempt from federal income tax (including withholding at the source) unless, in the case of an individual Foreign Beneficial Owner, such individual Foreign Beneficial Owner is physically present in the United States for one hundred eighty three (183) days or more during the taxable year and meets certain other requirements.
 
To claim a credit or refund for any Trust-level taxes on any undistributed long-term capital gains (as discussed above) or any taxes collected through back-up withholding, a foreign Beneficial Owner must obtain a U.S. taxpayer identification number and file a federal income tax return even if the Foreign Beneficial Owner would not otherwise be required to obtain a U.S. taxpayer identification number or file a U.S. income tax return.
 
Back-Up Withholding.   The Trust may be required to report certain information on a Beneficial Owner to the IRS and withhold federal income tax (known as “backup withholding”) at a twenty-eight percent (28%) rate from all taxable distributions and redemption proceeds payable to the Beneficial Owner if the Beneficial Owner fails to provide the Trust with a correct taxpayer identification or a completed exemption certificate ( e.g. , in the case of a Foreign Beneficial Owner (as defined below), an IRS Form W-8BEN) or if the IRS notifies the Trust that a Beneficial


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Owner is subject to backup withholding. Backup withholding is not an additional tax and any amount withheld may be credited against a Beneficial Owner’s federal income tax liability. The amount of any backup withholding from a payment to a Beneficial Owner is allowed as a credit against the Beneficial Owner’s U.S. federal income tax liability and may entitle the Beneficial Owner to a refund of tax upon prompt filing of a valid refund claim.
 
ERISA Considerations
 
In considering the advisability of an investment in Units, fiduciaries of pension, profit sharing or other tax-qualified retirement plans and funded welfare plans (collectively, “Plans”) subject to the fiduciary responsibility requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), should consider whether an investment in Units (a) is permitted by the documents and instruments governing the Plan, (b) is made solely in the interest of participants and beneficiaries of the Plans, (c) is consistent with the prudence and diversification requirements of ERISA, and that the acquisition and holding of Units does not result in a non-exempt “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code. Individual retirement account (“IRA”) investors and certain other investors not subject to ERISA, such as Keogh Plans, should consider that such arrangements may make only such investments as are authorized by the governing instruments and that IRAs, Keogh Plans and certain other types of arrangements are subject to the prohibited transaction rules of Section 4975 of the Code.
 
As described in the preceding paragraph, ERISA imposes certain duties on Plan fiduciaries, and ERISA and/or Section 4975 of the Code prohibit certain transactions involving “plan assets” between Plans or IRAs and persons who have certain specified relationships to the Plan or IRA (that is, “parties in interest” as defined in ERISA or “disqualified persons” as defined in the Code). The fiduciary standards and prohibited transaction rules that apply to an investment in Units by a Plan will not apply to transactions involving the Trust’s assets because the Trust is an investment company registered under the Investment Company Act of 1940. As such, the Trust’s assets are not deemed to be “plan assets” under ERISA and U.S. Department of Labor regulations by virtue of Plan and/or IRA investments in Units.
 
Employee benefit plans that are government plans (as defined in Section 3(32) of ERISA), certain church plans (as defined in Section 3(33) of ERISA) and foreign plans (as described in Section 4(b)(4) of ERISA) are not subject to the requirements of ERISA or Section 4975 of the Code. The fiduciaries of governmental plans should, however, consider the impact of their respective state pension codes or other applicable law on investments in Units and the considerations discussed above, to the extent such considerations apply.
 
CONTINUOUS OFFERING OF UNITS
 
Creation Units are offered continuously to the public by the Trust through the Distributor. Persons making Portfolio Deposits and creating Creation Units receive


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no fees, commissions or other form of compensation or inducement of any kind from the Sponsor or the Distributor, and no such person has any obligation or responsibility to the Sponsor or Distributor to effect any sale or resale of Units.
 
Because new Units can be created and issued on an ongoing basis, at any point during the life of the Trust, a “distribution”, as such term is used in the Securities Act of 1933 (“1933 Act”), may be occurring. Broker-dealers and other persons are cautioned that some of their activities may result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject them to the prospectus-delivery and liability provisions of the 1933 Act. For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units after placing a creation order with the Distributor, breaks them down into the constituent Units and sells the Units directly to its customers; or if it chooses to couple the creation of a supply of new Units with an active selling effort involving solicitation of secondary market demand for Units. A determination of whether one is an underwriter must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that could lead to categorization as an underwriter.
 
Dealers who are not “underwriters” but are participating in a distribution (as contrasted to ordinary secondary trading transactions), and thus dealing with Units that are part of an “unsold allotment” within the meaning of Section 4(3)(C) of the 1933 Act, would be unable to take advantage of the prospectus-delivery exemption provided by Section 4(3) of the 1933 Act.
 
The Sponsor intends to qualify Units in states selected by the Sponsor and through broker-dealers who are members of FINRA. Investors intending to create or redeem Creation Units in transactions not involving a broker-dealer registered in such investor’s state of domicile or residence should consult their legal advisor regarding applicable broker-dealer or securities regulatory requirements under the state securities laws prior to such creation or redemption.
 
DIVIDEND REINVESTMENT SERVICE
 
No dividend reinvestment service is provided by the Trust. Broker-dealers, at their own discretion, may offer a dividend reinvestment service under which additional Units are purchased in the secondary market at current market prices. Investors should consult their broker dealer for further information regarding any dividend reinvestment program offered by such broker dealer.
 
Distributions in cash that are reinvested in additional Trust Units through a dividend reinvestment service, if offered by an investor’s broker-dealer, will nevertheless be taxable dividends to the same extent as if such dividends had been received in cash.


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EXPENSES OF THE TRUST
 
Ordinary operating expenses of the Trust are currently being accrued at an annual rate of 0.0945%. Future accruals will depend primarily on the level of the Trust’s net assets and the level of Trust expenses. The Trustee has agreed to waive a portion of its fee until February 1, 2011. Thereafter, the Trustee may discontinue this voluntary waiver policy. The Trustee’s fee waiver will be calculated after earnings credits are applied. The amount of the earnings credit will be equal to the then current Federal Funds Rate, as reported in nationally distributed publications, multiplied by each day’s daily cash balance, if any, in the Trust’s cash account, reduced by the amount of reserves, if any, for that account required by the Federal Reserve Board of Governors. Therefore, there is no guarantee that the Trust’s ordinary operating expenses will not exceed 0.0945% of the Trust’s daily NAV.
 
Until further notice, the Sponsor has undertaken that it will not permit the ordinary operating expenses of the Trust, as calculated by the Trustee, to exceed an amount that is 18.45/100 of 1% (0.1845%) per annum of the daily NAV of the Trust. To the extent the ordinary operating expenses of the Trust do exceed such 0.1845% amount, the Sponsor will reimburse the Trust for, or assume, the excess. The Sponsor retains the ability to be repaid by the Trust for expenses so reimbursed or assumed to the extent that subsequently during the fiscal year expenses fall below the 0.1845% per annum level on any given day. For purposes of this undertaking, ordinary operating expenses of the Trust do not include taxes, brokerage commissions and any extraordinary non-recurring expenses, including the cost of any litigation to which the Trust or the Trustee may be a party. The Sponsor may discontinue this undertaking or renew it for a specified period of time, or may choose to reimburse or assume certain Trust expenses in later periods to keep Trust expenses at a level it believes to be attractive to investors. In any event, on any day and during any period over the life of the Trust, total fees and expenses of the Trust may exceed 0.1845% per annum.
 
Subject to any applicable cap, the Sponsor may charge the Trust a special fee for certain services the Sponsor may provide to the Trust which would otherwise be provided by the Trustee in an amount not to exceed the actual cost of providing such services. The Sponsor or the Trustee from time to time may voluntarily assume some expenses or reimburse the Trust so that total expenses of the Trust are reduced. Neither the Sponsor nor the Trustee is obligated to do so and either one or both parties may discontinue such voluntary assumption of expenses or reimbursement at any time without notice.
 
The following charges are or may be accrued and paid by the Trust: (a) the Trustee’s fee; (b) fees payable to transfer agents for the provision of transfer agency services; (c) fees of the Trustee for extraordinary services performed under the Trust Agreement; (d) various governmental charges; (e) any taxes, fees and charges payable by the Trustee with respect to Units (whether in Creation Units or otherwise); (f) expenses and costs of any action taken by the Trustee or the Sponsor to protect the Trust and the rights and interests of Beneficial Owners of Units (whether in Creation


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Units or otherwise); (g) indemnification of the Trustee or the Sponsor for any losses, liabilities or expenses incurred by it in the administration of the Trust; (h) expenses incurred in contacting Beneficial Owners of Units during the life of the Trust and upon termination of the Trust; and (i) other out-of-pocket expenses of the Trust incurred pursuant to actions permitted or required under the Trust Agreement.
 
In addition, the following expenses are or may be charged to the Trust: (a) reimbursement to the Sponsor of amounts paid by it to S&P in respect of annual licensing fees pursuant to the License Agreement; (b) federal and state annual registration fees for the issuance of Units; and (c) expenses of the Sponsor relating to the printing and distribution of marketing materials describing Units and the Trust (including, but not limited to, associated legal, consulting, advertising, and marketing costs and other out-of-pocket expenses such as printing). Pursuant to the provisions of an exemptive order, the expenses set forth in this paragraph may be charged to the Trust by the Trustee in an amount equal to the actual costs incurred, but in no case shall such charges exceed 20 / 100 of 1% (0.20%) per annum of the daily NAV of the Trust.
 
With respect to the marketing expenses described in item (c) above, the Sponsor has entered into an agreement with State Street Global Markets, LLC, an affiliate of the Trustee (the “Marketing Agent”), pursuant to which the Marketing Agent has agreed to market and promote the Trust. The Marketing Agent is reimbursed by the Sponsor for the expenses it incurs for providing such services out of amounts that the Trust reimburses the Sponsor.
 
If the income received by the Trust in the form of dividends and other distributions on Portfolio Securities is insufficient to cover Trust expenses, the Trustee may make advances to the Trust to cover such expenses. Otherwise, the Trustee may sell Portfolio Securities in an amount sufficient to pay such expenses. The Trustee may reimburse itself in the amount of any such advance, together with interest thereon at a percentage rate equal to the then current overnight federal funds rate, by deducting such amounts from (a) dividend payments or other income of the Trust when such payments or other income is received, (b) the amounts earned or benefits derived by the Trustee on cash held by the Trustee for the benefit of the Trust, and (c) the sale of Portfolio Securities. Notwithstanding the foregoing, if any advance remains outstanding for more than forty-five (45) Business Days, the Trustee may sell Portfolio Securities to reimburse itself for such advance and any accrued interest thereon. These advances will be secured by a lien on the assets of the Trust in favor of the Trustee. The expenses of the Trust are reflected in the NAV of the Trust.
 
For services performed under the Trust Agreement, the Trustee is paid a fee at an annual rate of 6/100 of 1% to 10/100 of 1% of the NAV of the Trust, as shown below, such percentage amount to vary depending on the NAV of the Trust, plus or minus the Adjustment Amount, as defined below. The compensation is computed on each Business Day based on the NAV of the Trust on such day, and the amount thereof is accrued daily and paid monthly. To the extent that the amount of the Trustee’s compensation, before any adjustment in respect of the Adjustment Amount, is less


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than specified amounts, the Sponsor has agreed to pay the amount of any such shortfall. The Trustee also may waive all or a portion of such fee.
 
Trustee Fee Scale
 
     
    Fee as a Percentage of Net
Net Asset Value of the Trust
 
Asset Value of the Trust
 
$0–$499,999,999
  10/100 of 1% per annum plus or minus the Adjustment Amount*
$500,000,000–$2,499,999,999
  8/100 of 1% per annum plus or minus the Adjustment Amount*
$2,500,000,000 and above
  6/100 of 1% per annum plus or minus the Adjustment Amount*
 
 
* The fee indicated applies to that portion of the NAV of the Trust that falls in the size category indicated.
 
As of September 30, 2009, and as of December 31, 2009, the NAV of the Trust was $71,655,865,853 and $85,565,874,066, respectively. No representation is made as to the actual NAV of the Trust on any future date, as it is subject to change at any time due to fluctuations in the market value of the Portfolio Securities, or to creations or redemptions made in the future.
 
The Adjustment Amount is calculated at the end of each quarter and applied against the Trustee’s fee for the following quarter. “Adjustment Amount” is an amount which is intended, depending upon the circumstances, either to (a) reduce the Trustee’s fee by the amount that the Transaction Fees paid on creation and redemption exceed the costs of those activities, and by the amount of excess earnings on cash held for the benefit of the Trust ** or (b) increase the Trustee’s fee by the amount that the Transaction Fee (plus additional amounts paid in connection with creations or redemptions outside the Clearing Process), paid on creations or redemptions, falls short of the actual costs of these activities. If in any quarter the Adjustment Amount exceeds the fee payable to the Trustee as set forth above, the Trustee uses such excess amount to reduce other Trust expenses, subject to certain federal tax limitations. To the extent that the amount of such excess exceeds the Trust’s expenses for such quarter, any remaining excess is retained by the Trustee as part of its compensation. If in any quarter the costs of processing creations and redemptions exceed the amounts charged as a Transaction Fee (plus the additional amounts paid in connection with creations or redemptions outside the Clearing Process) net of the excess earnings, if any, on cash held for the benefit of the Trust, the Trustee will augment the Trustee’s fee by the resulting Adjustment Amount. The net Adjustment Amount is usually a credit to the Trust. The amount of the earnings credit will be equal to the then current Federal Funds Rate, as reported in nationally distributed publications, multiplied by each day’s daily cash balance in the Trust’s cash account, reduced by the amount of reserves for that account required by the Federal Reserve Board of Governors.
 
 
**  The excess earnings on cash amount is currently calculated, and applied, on a monthly basis.


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VALUATION
 
The NAV of the Trust is computed as of the Evaluation Time shown under “Summary—Essential Information” on each Business Day. The NAV of the Trust on a per Unit basis is determined by subtracting all liabilities (including accrued expenses and dividends payable) from the total value of the Portfolio and other assets and dividing the result by the total number of outstanding Units. For the most recent NAV information, please go to www.spdrs.com.
 
The value of the Portfolio is determined by the Trustee in good faith in the following manner. If Portfolio Securities are listed on one or more national securities exchanges, such evaluation is generally based on the closing sale price on that day (unless the Trustee deems such price inappropriate as a basis for evaluation) on the exchange which is deemed to be the principal market thereof or, if there is no such appropriate closing price on such exchange at the last sale price (unless the Trustee deems such price inappropriate as a basis for evaluation). If the stocks are not so listed or, if so listed and the principal market therefor is other than on such exchange or there is no such closing price available, such evaluation shall generally be made by the Trustee in good faith based on the closing price on the over-the-counter market (unless the Trustee deems such price inappropriate as a basis for evaluation) or if there is no such appropriate closing price, (a) on current bid prices, (b) if bid prices are not available, on the basis of current bid prices for comparable stocks, (c) by the Trustee’s appraising the value of the stocks in good faith on the bid side of the market, or (d) by any combination thereof.
 
ADMINISTRATION OF THE TRUST
 
Distributions to Beneficial Owners
 
The regular quarterly ex-dividend date for Units is the third Friday in each of March, June, September and December, unless such day is not a Business Day, in which case the ex-dividend date is the immediately preceding Business Day (“Ex-Dividend Date”). Beneficial Owners reflected on the records of DTC and the DTC Participants on the second Business Day following the Ex-Dividend Date (“Record Date”) are entitled to receive an amount representing dividends accumulated on Portfolio Securities through the quarterly dividend period which ends on the Business Day preceding such Ex-Dividend Date (including stocks with ex-dividend dates falling within such quarterly dividend period), net of fees and expenses, accrued daily for such period. For the purposes of all dividend distributions, dividends per Unit are calculated at least to the nearest 1/1000th of $0.01. The payment of dividends is made on the last Business Day in the calendar month following each Ex-Dividend Date (“Dividend Payment Date”). Dividend payments are made through DTC and the DTC Participants to Beneficial Owners then of record with funds received from the Trustee.
 
Dividends payable to the Trust in respect of Portfolio Securities are credited by the Trustee to a non-interest bearing account as of the date on which the Trust


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receives such dividends. Other moneys received by the Trustee in respect of the Portfolio, including but not limited to the Cash Component, the Cash Redemption Payment, all moneys realized by the Trustee from the sale of options, warrants or other similar rights received or distributed in respect of Portfolio Securities as dividends or distributions and capital gains resulting from the sale of Portfolio Securities are credited by the Trustee to a non-interest bearing account. All funds collected or received are held by the Trustee without interest until distributed in accordance with the provisions of the Trust Agreement. To the extent the amounts credited to the account generate interest income or an equivalent benefit to the Trustee, such interest income or benefit is used to reduce the Trustee’s annual fee.
 
Any additional distributions the Trust may need to make so as to continue to qualify as a “regulated investment company” would consist of (a) an increase in the distribution scheduled for January to include any amount by which estimated Trust investment company taxable income and net capital gains for a year exceeds the amount of Trust taxable income previously distributed with respect to such year or, if greater, the minimum amount required to avoid imposition of such excise tax, and (b) a distribution soon after actual annual investment company taxable income and net capital gains of the Trust have been computed, of the amount, if any, by which such actual income exceeds the distributions already made. The NAV of the Trust is reduced in direct proportion to the amount of such additional distributions. The magnitude of the additional distributions, if any, depends upon a number of factors, including the level of redemption activity experienced by the Trust. Because substantially all proceeds from the sale of stocks in connection with adjustments to the Portfolio are used to purchase shares of Index Securities, the Trust may have no cash or insufficient cash with which to pay such additional distributions. In that case, the Trustee has to sell shares of Portfolio Securities sufficient to produce the cash required to make such additional distributions. In selecting the stocks to be sold to produce cash for such distributions, the Trustee chooses among the stocks that are over-weighted in the Portfolio relative to their weightings in the S&P 500 Index first and then from among all other stocks in such a manner to maintain the weightings of Portfolio Securities within the applicable Misweighting Amount.
 
As specified in the Trust Agreement, the Trustee may declare special dividends if the Trustee deems such action necessary or advisable to preserve the status of the Trust as a regulated investment company or to avoid imposition of income or excise taxes on undistributed income or deems such action otherwise advantageous to the Trust. The Trust Agreement also permits the Trustee to vary the frequency with which periodic distributions are made ( e.g. , from quarterly to monthly) if it is determined by the Sponsor and the Trustee that such a variance would be advisable to facilitate compliance with the rules and regulations applicable to regulated investment companies or would otherwise be advantageous to the Trust. In addition, the Trust Agreement permits the Trustee to change the regular ex-dividend date for Units to another date within the month or quarter if it is determined by the Sponsor and the Trustee that such a change would be advantageous to the Trust. Notice of any such


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variance or change shall be provided to Beneficial Owners via DTC and the DTC Participants.
 
As soon as practicable after notice of termination of the Trust, the Trustee will distribute via DTC and the DTC Participants to each Beneficial Owner redeeming Creation Units before the termination date specified in such notice a portion of Portfolio Securities and cash as described above. Otherwise, the Trustee will distribute to each Beneficial Owner (whether in Creation Unit size aggregations or otherwise), as soon as practicable after termination of the Trust, such Beneficial Owner’s pro rata share of the NAV of the Trust.
 
All distributions are made by the Trustee through DTC and the DTC Participants to Beneficial Owners as recorded on the book entry system of DTC and the DTC Participants.
 
The settlement date for the creation of Units or the purchase of Units in the secondary market must occur on or before the Record Date in order for such creator or purchaser to receive a distribution on the next Dividend Payment Date. If the settlement date for such creation or a secondary market purchase occurs after the Record Date, the distribution will be made to the prior securityholder or Beneficial Owner as of such Record Date.
 
Statements to Beneficial Owners; Annual Reports
 
With each distribution, the Trustee furnishes for distribution to Beneficial Owners a statement setting forth the amount being distributed, expressed as a dollar amount per Unit.
 
Promptly after the end of each fiscal year, the Trustee furnishes to the DTC Participants for distribution to each person who was a Beneficial Owner of Units at the end of such fiscal year, an annual report of the Trust containing financial statements audited by independent accountants of nationally recognized standing and such other information as may be required by applicable laws, rules and regulations.
 
Rights of Beneficial Owners
 
Beneficial Owners may sell Units in the secondary market, but must accumulate enough Units to constitute a full Creation Unit in order to redeem through the Trust. The death or incapacity of any Beneficial Owner does not operate to terminate the Trust nor entitle such Beneficial Owner’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust.
 
Beneficial Owners shall not (a) have the right to vote concerning the Trust, except with respect to termination and as otherwise expressly set forth in the Trust Agreement, (b) in any manner control the operation and management of the Trust, or (c) be liable to any other person by reason of any action taken by the Sponsor or the Trustee. The Trustee has the right to vote all of the voting stocks in the Trust. The Trustee votes the voting stocks of each issuer in the same proportionate


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relationship as all other shares of each such issuer are voted to the extent permissible and, if not permitted, abstains from voting. The Trustee shall not be liable to any person for any action or failure to take any action with respect to such voting matters.
 
Amendments to the Trust Agreement
 
The Trust Agreement may be amended from time to time by the Trustee and the Sponsor without the consent of any Beneficial Owners (a) to cure any ambiguity or to correct or supplement any provision that may be defective or inconsistent or to make such other provisions as will not adversely affect the interests of Beneficial Owners; (b) to change any provision as may be required by the SEC; (c) to add or change any provision as may be necessary or advisable for the continuing qualification of the Trust as a “regulated investment company” under the Code; (d) to add or change any provision as may be necessary or advisable if NSCC or DTC is unable or unwilling to continue to perform its functions; and (e) to add or change any provision to conform the adjustments to the Portfolio and the Portfolio Deposit to changes, if any, made by S&P in its method of determining the S&P 500 Index. The Trust Agreement may also be amended by the Sponsor and the Trustee with the consent of the Beneficial Owners of 51% of the outstanding Units to add provisions to, or change or eliminate any of the provisions of, the Trust Agreement or to modify the rights of Beneficial Owners; although, the Trust Agreement may not be amended without the consent of the Beneficial Owners of all outstanding Units if such amendment would (a) permit the acquisition of any securities other than those acquired in accordance with the terms and conditions of the Trust Agreement; (b) reduce the interest of any Beneficial Owner in the Trust; or (c) reduce the percentage of Beneficial Owners required to consent to any such amendment.
 
Promptly after the execution of an amendment, the Trustee receives from DTC, pursuant to the terms of the Depository Agreement, a list of all DTC Participants holding Units. The Trustee inquires of each such DTC Participant as to the number of Beneficial Owners for whom such DTC Participant holds Units, and provides each such DTC Participant with sufficient copies of a written notice of the substance of such amendment for transmittal by each such DTC Participant to Beneficial Owners.
 
Termination of the Trust Agreement
 
The Trust Agreement provides that the Sponsor has the discretionary right to direct the Trustee to terminate the Trust if at any time the NAV of the Trust is less than $350,000,000, as such dollar amount shall be adjusted for inflation in accordance with the CPI-U. This adjustment is to take effect at the end of the fourth year following the Initial Date of Deposit and at the end of each year thereafter and to be made so as to reflect the percentage increase in consumer prices as set forth in the CPI-U for the twelve month period ending in the last month of the preceding fiscal year.
 
The Trust may be terminated (a) by the agreement of the Beneficial Owners of 66 2 / 3 % of outstanding Trust Units; (b) if DTC is unable or unwilling to continue to perform its functions as set forth under the Trust Agreement and a comparable replacement is unavailable; (c) if NSCC no longer provides clearance services with


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respect to Trust Units, or if the Trustee is no longer a participant in NSCC; (d) if S&P ceases publishing the S&P 500 Index; (e) if the License Agreement is terminated; or (f) if Trust Units are delisted from the Exchange. The Trust will also terminate by its terms on the Termination Date.
 
The Trust will terminate if either the Sponsor or the Trustee resigns or is removed and a successor is not appointed. The dissolution of the Sponsor or its ceasing to exist as a legal entity for any cause whatsoever, however, will not cause the termination of the Trust Agreement or the Trust unless the Trustee deems termination to be in the best interests of Beneficial Owners.
 
Prior written notice of the termination of the Trust must be given at least twenty (20) days before termination of the Trust to all Beneficial Owners. The notice must set forth the date on which the Trust will be terminated, the period during which the assets of the Trust will be liquidated, the date on which Beneficial Owners of Trust Units (whether in Creation Unit size aggregations or otherwise) will receive in cash the NAV of the Units held, and the date upon which the books of the Trust shall be closed. The notice shall further state that, as of the date thereof and thereafter, neither requests to create additional Creation Units nor Portfolio Deposits will be accepted, that no additional Units will be created for the purpose of reinvesting dividend distributions, and that, as of the date thereof and thereafter, the portfolio of stocks delivered upon redemption shall be identical in composition and weighting to Portfolio Securities as of such date rather than the stock portion of the Portfolio Deposit as in effect on the date request for redemption is deemed received. Beneficial Owners of Creation Units may, in advance of the Termination Date, redeem in kind directly from the Trust.
 
Within a reasonable period after the Termination Date, the Trustee shall, subject to any applicable provisions of law, use its best efforts to sell all of the Portfolio Securities not already distributed to redeeming Beneficial Owners of Creation Units. The Trustee shall not be liable for or responsible in any way for depreciation or loss incurred because of any such sale. The Trustee may suspend such sales upon the occurrence of unusual or unforeseen circumstances, including but not limited to a suspension in trading of a stock, the closing or restriction of trading on a stock exchange, the outbreak of hostilities, or the collapse of the economy. The Trustee shall deduct from the proceeds of sale its fees and all other expenses and transmit the remaining amount to DTC for distribution, together with a final statement setting forth the computation of the gross amount distributed. Trust Units not redeemed before termination of the Trust will be redeemed in cash at NAV based on the proceeds of the sale of Portfolio Securities, with no minimum aggregation of Trust Units required.
 
SPONSOR
 
The Sponsor is a Delaware limited liability company incorporated on April 6, 1998 with offices c/o NYSE Euronext, 11 Wall Street, New York, New York 10005. The Sponsor’s Internal Revenue Service Employer Identification Number is 26-4126158. On October 1, 2008, the Sponsor became an indirect wholly-owned


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subsidiary of NYSE Euronext following the acquisition by NYSE Euronext of the American Stock Exchange LLC and all of its subsidiaries. NYSE Euronext is a “control person” of the Sponsor as such term is defined in the Securities Act of 1933.
 
The Sponsor, at its own expense, may from time to time provide additional promotional incentives to brokers who sell Units to the public. In certain instances, these incentives may be provided only to those brokers who meet certain threshold requirements for participation in a given incentive program, such as selling a significant number of Units within a specified period.
 
If at any time the Sponsor fails to undertake or perform or becomes incapable of undertaking or performing any of the duties required under the Trust Agreement, or resigns, or becomes bankrupt or its affairs are taken over by public authorities, the Trustee may appoint a successor Sponsor, agree to act as Sponsor itself, or may terminate the Trust Agreement and liquidate the Trust. Notice of the resignation or removal of the Sponsor and the appointment of a successor shall be mailed by the Trustee to DTC and the DTC Participants for distribution to Beneficial Owners. Upon a successor Sponsor’s execution of a written acceptance of appointment as Sponsor of the Trust, the successor Sponsor becomes vested with all of the rights, powers, duties and obligations of the original Sponsor. Any successor Sponsor may be compensated at rates deemed by the Trustee to be reasonable.
 
The Sponsor may resign by executing and delivering to the Trustee an instrument of resignation. Such resignation shall become effective upon the appointment of a successor Sponsor and the acceptance of appointment by the successor Sponsor, unless the Trustee either agrees to act as Sponsor or terminates the Trust Agreement and liquidates the Trust. The dissolution of the Sponsor or its ceasing to exist as a legal entity for any cause whatsoever will not cause the termination of the Trust Agreement or the Trust unless the Trustee deems termination to be in the best interests of the Beneficial Owners of Units.
 
The Trust Agreement provides that the Sponsor is not liable to the Trustee, the Trust or to the Beneficial Owners of Units for taking any action, or for refraining from taking any action, made in good faith or for errors in judgment, but is liable only for its own gross negligence, bad faith, willful misconduct or willful malfeasance in the performance of its duties or its reckless disregard of its obligations and duties under the Trust Agreement. The Sponsor is not liable or responsible in any way for depreciation or loss incurred by the Trust because of the sale of any Portfolio Securities. The Trust Agreement further provides that the Sponsor and its directors, subsidiaries, shareholders, officers, employees, and affiliates under common control with the Sponsor shall be indemnified from the assets of the Trust and held harmless against any loss, liability or expense incurred without gross negligence, bad faith, willful misconduct or willful malfeasance on the part of any such party in the performance of its duties or reckless disregard of its obligations and duties under the Trust Agreement, including the payment of the costs and expenses of defending against any claim or liability.


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TRUSTEE
 
The Trustee is a bank and trust company organized under the laws of the Commonwealth of Massachusetts with its principal place of business at One Lincoln Street, Boston, Massachusetts 02111. The Trustee’s Internal Revenue Service Employer Identification Number is 04-1867445. The Trustee is subject to supervision and examination by the Massachusetts Division of Banks and the Federal Reserve Bank of Boston.
 
Information regarding Cash Redemption Payment amounts, number of outstanding Trust Units and Transaction Fees may be obtained from the Trustee at the toll-free number: 1-800-545-4189. Complete copies of the Trust Agreement and a list of the parties that have executed a Participant Agreement may be obtained from the Trustee’s principal office.
 
The Trustee may resign and be discharged of the Trust created by the Trust Agreement by executing a notice of resignation in writing and filing such notice with the Sponsor and mailing a copy of the notice of resignation to all DTC Participants reflected on the records of DTC as owning Units for distribution to Beneficial Owners as provided above not less than sixty (60) days before the date such resignation is to take effect. Such resignation becomes effective upon the appointment of and the acceptance of the Trust by a successor Trustee. The Sponsor, upon receiving notice of such resignation, is obligated to use its best efforts to appoint a successor Trustee promptly. If no successor is appointed within sixty (60) days after the date such notice of resignation is given, the Trust shall terminate.
 
If the Trustee becomes incapable of acting as such or is adjudged bankrupt or is taken over by any public authority, the Sponsor may discharge the Trustee and appoint a successor Trustee as provided in the Trust Agreement. The Sponsor shall mail notice of such discharge and appointment via the DTC Participants to Beneficial Owners. Upon a successor Trustee’s execution of a written acceptance of an appointment as Trustee for the Trust, the successor Trustee becomes vested with all the rights, powers, duties and obligations of the original Trustee. A successor Trustee must be (a) a trust company, corporation or national banking association organized, doing business under the laws of the United States or any state thereof; (b) authorized under such laws to exercise corporate trust powers; and (c) at all times have an aggregate capital, surplus and undivided profit of not less than $50,000,000.
 
Beneficial Owners of 51% of the then outstanding Units may at any time remove the Trustee by written instrument(s) delivered to the Trustee and the Sponsor. The Sponsor shall thereupon use its best efforts to appoint a successor Trustee as described above.
 
The Trust Agreement limits the Trustee’s liabilities. It provides, among other things, that the Trustee is not liable for (a) any action taken in reasonable reliance on properly executed documents or for the disposition of monies or stocks or for the evaluations required to be made thereunder, except by reason of its own gross negligence, bad faith, willful malfeasance, willful misconduct, or reckless disregard


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of its duties and obligations; (b) depreciation or loss incurred by reason of the sale by the Trustee of any Portfolio Securities; (c) any action the Trustee takes where the Sponsor fails to act; and (d) any taxes or other governmental charges imposed upon or in respect of Portfolio Securities or upon the interest thereon or upon it as Trustee or upon or in respect of the Trust which the Trustee may be required to pay under any present or future law of the United States of America or of any other taxing authority having jurisdiction.
 
The Trustee and its directors, subsidiaries, shareholders, officers, employees, and affiliates under common control with the Trustee will be indemnified from the assets of the Trust and held harmless against any loss, liability or expense incurred without gross negligence, bad faith, willful misconduct, willful malfeasance on the part of such party or reckless disregard of its duties and obligations, arising out of, or in connection with its acceptance or administration of the Trust, including the costs and expenses (including counsel fees) of defending against any claim or liability.
 
DEPOSITORY
 
DTC is a limited purpose trust company and member of the Federal Reserve System.
 
LEGAL OPINION
 
The legality of the Trust Units offered hereby has been passed upon by Katten Muchin Rosenman LLP, New York, New York, as counsel for the Sponsor.
 
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
The financial statements as of September 30, 2009 included in this Prospectus have been so included in reliance upon the report of PricewaterhouseCoopers LLP, independent registered public accounting firm, 125 High Street, Boston, Massachusetts, given on the authority of said firm as experts in auditing and accounting.
 
CODE OF ETHICS
 
The Trust and the Sponsor have adopted a code of ethics regarding personal securities transactions by employees. Subject to certain conditions and standards, the code permits employees to invest in Units for their own accounts. The code is designed to prevent fraud, deception and misconduct against the Trust and to provide reasonable standards of conduct. The code is on file with the SEC and you may obtain a copy by visiting the SEC at the address listed on the back cover of this prospectus. The code is also available on the SEC’s Internet site at http://www.sec.gov. A copy may be obtained, after paying a duplicating fee, by electronic request at publicinfo@sec.gov, or by writing the SEC at the address listed on the back cover of this prospectus.


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INFORMATION AND COMPARISONS RELATING TO TRUST,
SECONDARY MARKET TRADING, NET ASSET SIZE, PERFORMANCE AND TAX TREATMENT
 
Information regarding various aspects of the Trust, including the net asset size thereof, as well as the secondary market trading, the performance and the tax treatment of Units, may be included from time to time in advertisements, sales literature and other communications and in reports to current or prospective Beneficial Owners. Any such performance-related information will reflect only past performance of Units, and no guarantees can be made of future results.
 
Specifically, information may be provided to investors regarding the ability to engage in short sales of Trust Units. Selling short refers to the sale of securities which the seller does not own, but which the seller arranges to borrow before effecting the sale. Institutional investors may be advised that lending their Trust Units to short sellers may generate stock loan credits that may supplement the return they can earn from an investment in Units. These stock loan credits may provide a useful source of additional income for certain institutional investors who can arrange to lend Trust Units. Potential short sellers may be advised that a short rebate (functionally equivalent to partial use of proceeds of the short sale) may reduce their cost of selling short.
 
In addition, information may be provided to prospective or current investors comparing and contrasting the tax efficiencies of conventional mutual funds with Trust Units. Both conventional mutual funds and the Trust may be required to recognize capital gains incurred as a result of adjustments to the composition of the S&P 500 Index and therefore to their respective portfolios. From a tax perspective, however, a significant difference between a conventional mutual fund and the Trust is the process by which their shares are redeemed. In cases where a conventional mutual fund experiences redemptions in excess of subscriptions (“net redemptions”) and has insufficient cash available to fund such net redemptions, such fund may have to sell stocks held in its portfolio to raise and pay cash to redeeming shareholders. A mutual fund will generally experience a taxable gain or loss when it sells such portfolio stocks in order to pay cash to redeeming fund shareholders. In contrast, the redemption mechanism for Trust Units typically does not involve selling the portfolio stocks. Instead, the Trust delivers the actual portfolio of stocks in an in-kind exchange to any person redeeming Trust Units shares in Creation Unit size aggregations. While this in-kind exchange is a taxable transaction to the redeeming entity (usually a broker/dealer) making the exchange, it generally does not constitute a taxable transaction at the Trust level and, consequently, there is no realization of taxable gain or loss by the Trust with respect to such in-kind exchanges. In a period of market appreciation of the S&P 500 Index and, consequently, appreciation of the portfolio stocks held in the Trust, this in-kind redemption mechanism has the effect of eliminating the recognition and distribution of those net unrealized gains at the Trust level. Although the same result would obtain for conventional mutual funds utilizing an in-kind redemption mechanism, the opportunities to redeem fund shares by delivering portfolio stocks in-kind are limited in most mutual funds.


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Investors may be informed that, while no unequivocal statement can be made as to the net tax impact on a conventional mutual fund resulting from the purchases and sales of its portfolio stocks over a period of time, conventional funds that have accumulated substantial unrealized capital gains, if they experience net redemptions and do not have sufficient available cash, may be required to make taxable capital gains distributions that are generated by changes in such fund’s portfolio. In contrast, the in-kind redemption mechanism of Trust Units may make them more tax efficient investments under most circumstances than comparable conventional mutual fund shares. As discussed above, this in-kind redemption feature tends to lower the amount of annual net capital gains distributions to Unitholders as compared to their conventional mutual fund counterparts. Since shareholders are generally required to pay income tax on capital gains distributions, the smaller the amount of such distributions, the less taxes that are payable currently. To the extent that the Trust is not required to recognize capital gains, the Unitholder is able, in effect, to defer tax on such gains until he sells or otherwise disposes of his shares, or the Trust terminates. If such holder retains his shares until his death, under current law the tax basis of such shares would be adjusted to their then fair market value.
 
One important difference between Trust Units and conventional mutual fund shares is that Trust Units are available for purchase or sale on an intraday basis on the Exchange. An investor who buys shares in a conventional mutual fund will buy or sell shares at a price at or related to the closing NAV per share, as determined by the fund. In contrast, Trust Units are not offered for purchase or redeemed for cash at a fixed relationship to closing NAV. The tables below illustrate the distribution relationship of Trust Units closing prices to NAV for the period 1/29/93 (the first trading date of the Trust) through 12/31/09, the distribution relationships of high, low and closing prices over the same period, and distribution of bid/ask spreads for 2009. These tables should help investors evaluate some of the advantages and disadvantages of Trust Units relative to funds sold and redeemed at prices related to closing NAV. Specifically, the tables illustrate in an approximate way the risks of buying or selling Trust Units at prices less favorable than closing NAV and, correspondingly, the opportunities to buy or sell at prices more favorable than closing NAV.
 
The investor may wish to evaluate the opportunity to buy or sell on an intraday basis versus the assurance of a transaction at or related to closing NAV. To assist investors in making this comparison, the table immediately below illustrates the distribution of percentage ranges between the high and the low price each day and between each extreme daily value and the closing NAV for all trading days from 1/29/93 through 12/31/09. The investor may wish to compare these ranges with the average bid/ask spread on Trust Units and add any commissions charged by a broker. The trading ranges for this period will not necessarily be typical of trading ranges in future years and the bid/ask spread on Trust Units may vary materially over time and may be significantly greater at times in the future. There is some evidence, for example, that the bid/ask spread will widen in markets that are more volatile and narrow when markets are less volatile. Consequently, the investor should expect wider bid/ask spreads to be associated with wider daily spread ranges.


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Daily Percentage Price Ranges: Average and Frequency Distribution for SPDR 500 Trust and S&P Composite Stock Price Index:
Highs and Lows vs. Close*
(from 1/29/93** through 12/31/2009)
 
S&P 500 COMPOSITE STOCK PRICE INDEX
 
                                                 
          Intraday High Value
    Intraday Low Value
 
    Daily % Price Range     Above Closing Value     Below Closing Value  
Range
  Frequency     % of Total     Frequency     % of Total     Frequency     % of Total  
 
0—.25%
    3       0.07 %     1679       39.38 %     1172       27.49 %
.25—.5%
    375       8.79 %     794       18.62 %     994       23.31 %
.5—1%
    1445       33.89 %     891       20.90 %     1077       25.26 %
1—1.5%
    1072       25.14 %     404       9.47 %     505       11.84 %
1.5—2%
    621       14.56 %     227       5.32 %     249       5.84 %
2—2.5%
    327       7.67 %     125       2.93 %     121       2.84 %
2.5—3%
    178       4.17 %     59       1.38 %     55       1.29 %
3—3.5%
    83       1.95 %     29       0.68 %     36       0.84 %
> 3.5%
    160       3.75 %     56       1.31 %     55       1.29 %
                                                 
Total
    4264       100 %     4264       100 %     4264       100 %
                                                 
 
Average Daily Range: 1.3850%
 
SPDR 500 TRUST
 
                                                 
          Intraday High Value
    Intraday Low Value
 
    Daily % Price Range     Above Closing Value     Below Closing Value  
Range
  Frequency     % of Total     Frequency     % of Total     Frequency     % of Total  
 
0—.25%
    21       0.49 %     1470       34.47 %     1066       25.00 %
.25—.5%
    370       8.68 %     901       21.13 %     1052       24.67 %
.5—1%
    1303       30.56 %     949       22.26 %     1126       26.41 %
1—1.5%
    1125       26.38 %     450       10.55 %     532       12.48 %
1.5—2%
    666       15.62 %     200       4.69 %     232       5.44 %
2—2.5%
    334       7.83 %     139       3.26 %     110       2.58 %
2.5—3%
    185       4.34 %     74       1.74 %     59       1.38 %
3—3.5%
    92       2.16 %     32       0.75 %     33       0.77 %
> 3.5%
    168       3.94 %     49       1.15 %     54       1.27 %
                                                 
Total
    4264       100 %     4264       100 %     4264       100 %
                                                 
 
Average Daily Range: 1.4305%
 
 
* Source: Bloomberg
 
** The first day of trading.


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Frequency Distribution of Discounts and Premiums for SPDR 500 Trust:
Closing Price vs. Net Asset Value (NAV) as of 12/31/09 (1)(2)
 
                                           
      Calendar
    Calendar
    Calendar
    Calendar
          From
      Quarter
    Quarter
    Quarter
    Quarter
    Calendar
    1/29/1993
            Ending
    Ending
    Ending
    Ending
    Year
    through
Range     3/31/2009     6/30/2009     9/30/2009     12/31/2009     2009     12/31/2009
> 200
    Days—                        
                                           
Basis Points
    %                        
                                           
150 — 200
    Days                        
                                           
Basis Points
    %                        
                                           
100 — 150
    Days                         2
                                           
Basis Points
    %                         0.0%
                                           
50 — 100
    Days                         32
                                           
Basis Points
    %                         0.8%
                                           
25 — 50
    Days         1             1     221
                                           
Basis Points
    %         1.6%             0.4%     5.2%
                                           
0 — 25
    Days     22     28     26     24     100     1805
                                           
Basis Points
    %     36.1%     44.4%     40.6%     37.5%     39.7%     42.3%
                                           
Total Days
    Days     22     29     26     24     101     2060
                                           
at Premium
    %     36.1%     46.0%     40.6%     37.5%     40.1%     48.3%
                                           
Closing Price
    Days     0     0     0     0     0     55
                                           
Equal to NAV
    %     0.0%     0.0%     0.0%     0.0%     0.0%     1.3%
                                           
Total Days
    Days     39     34     38     40     151     2149
                                           
at Discount
    %     63.9%     54.0%     59.4%     62.5%     59.9%     50.4%
                                           
0 — -25
    Days     36     34     38     40     148     1788
                                           
Basis Points
    %     59.0%     54.0%     59.4%     62.5%     58.7%     41.9%
                                           
-25 — -50
    Days     3                 3     286
                                           
Basis Points
    %     4.9%                 1.2%     6.7%
                                           
-50 — -100
    Days                         67
                                           
Basis Points
    %                         1.6%
                                           
-100 — -150
    Days                         5
                                           
Basis Points
    %                         0.1%
                                           
-150 — -200
    Days                         2
                                           
Basis Points
    %                         0.0%
                                           
< -200
    Days                         1
                                           
Basis Points
    %                         0.0%
                                           
 
Close was within 0.25% of NAV better than 85.6% of the time from 1/29/93
(the first day of trading) through 12/31/09.
 
 
(1) Source: NYSE Euronext
 
(2) From 1/1/08 to 11/28/08 the closing price is the last price on NYSE Alternext US and from 12/1/08 to 12/31/09 the last price is the consolidated last price.


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Frequency Distribution of Discounts and Premiums for the SPDR 500 Trust:
Bid/Ask Price vs. Net Asset Value (NAV) as of 12/31/09 (1)(2)
 
                                           
            Calendar
    Calendar
    Calendar
    Calendar
          From
            Quarter
    Quarter
    Quarter
    Quarter
    Calendar
    1/29/1993
            Ending
    Ending
    Ending
    Ending
    Year
    through
Range           3/31/2009     6/30/2009     9/30/2009     12/31/2009     2009     12/31/2009
> 200
    Days                         2
                                           
Basis Points
    %                         0.0%
                                           
150—200
    Days                         1
                                           
Basis Points
    %                         0.0%
                                           
100—150
    Days     ——                     1
                                           
Basis Points
    %                         0.0%
                                           
50—100
    Days                         18
                                           
Basis Points
    %                         0.4%
                                           
25—50
    Days         1             1     135
                                           
Basis Points
    %         1.6%             0.4%     3.2%
                                           
0—25
    Days     24     29     24     30     107     1874
                                           
Basis Points
    %     39.3%     46.0%     37.5%     46.9%     42.5%     43.9%
                                           
Total Days
    Days     24     30     24     30     108     2031
                                           
at Premium
    %     39.3%     47.6%     37.5%     46.9%     42.9%     47.6%
                                           
Closing Price
    Days     0     0     0     0     0     52
                                           
Equal to NAV
    %     0.0%     0.0%     0.0%     0.0%     0.0%     1.2%
                                           
Total Days
    Days     37     33     40     34     144     2181
                                           
at Discount
    %     60.7%     52.4%     62.5%     53.1%     57.1%     51.1%
                                           
0— −25
    Days     35     33     40     34     142     1925
                                           
Basis Points
    %     57.4%     52.4%     62.5%     53.1%     56.3%     45.1%
                                           
−25— −50
    Days     2                 2     208
                                           
Basis Points
    %     3.3%                 0.8%     4.9%
                                           
−50— −100
    Days                         45
                                           
Basis Points
    %                         1.1%
                                           
−100— −150
    Days                         1
                                           
Basis Points
    %                         0.0%
                                           
−150— −200
    Days                         1
                                           
Basis Points
    %                         0.0%
                                           
< −200
    Days                         1
                                           
Basis Points
    %                         0.0%
                                           
 
Close was within 0.25% of NAV better than 90% of the time from 1/29/93
(the first day of trading) through 12/31/2009.
 
 
(1) Source: NYSE Euronext
 
(2) From 1/1/08 to 11/28/08 the Bid/Ask price is the NYSE Alternext US Bid/Ask price and from 12/1/08 to 12/31/09 the Bid/Ask price is the Consolidated Bid/Ask price.


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Comparison of Total Returns Based on NAV and Bid/Ask Price (1)
as of 12/31/09*
 
The table below is provided to compare the Trust’s total pre-tax returns at NAV with the total pre-tax returns based on bid/ask price and the performance of the S&P 500 Index. Past performance is not necessarily an indication of how the Trust will perform in the future.
 
Cumulative Total Return
 
                         
    1 Year     5 Year     10 Year  
 
SPDR 500 Trust 
                       
Return Based on NAV (2)(3)(4)(5)
    26.27 %     1.90 %     −9.65 %
Return Based on Bid/Ask Price (2)(3)(4)(5)
    26.57 %     1.90 %     −9.64 %
S&P 500 Index
    26.46 %     2.11 %     −9.10 %
 
Average Annual Total Return
 
                         
    1 Year     5 Year     10 Year  
 
SPDR 500 Trust 
                       
Return Based on NAV (2)(3)(4)(5)
    26.27 %     0.38 %     −1.01 %
Return Based on Bid/Ask Price (2)(3)(4)(5)
    26.57 %     0.38 %     −1.01 %
S&P 500 Index
    26.46 %     0.42 %     −0.95 %
 
(1) Since December 1, 2008, the Bid/Ask Price is the Consolidated Bid/Ask Price at 4:00 p.m. From November 28, 2008 to April 3, 2001, the Bid/Ask Price was calculated based on the best bid and the best offer on NYSE Alternext US (formerly the American Stock Exchange) at 4:00 p.m. However, prior to April 3, 2001, the calculation of the Bid/Ask Price was based on the midpoint of the best bid and best offer at the close of trading on the American Stock Exchange, ordinarily 4:15 p.m.
 
(2) Total return figures have been calculated in the manner described above under the section of “Highlights” entitled “Bar Chart and Table”.
 
(3) Includes all applicable ordinary operating expenses set forth in “Expenses of the Trust”.
 
(4) Does not include the Transaction Fee which is payable to the Trustee only by persons purchasing and redeeming Creation Units as discussed above in the section of “Highlights” entitled “A Transaction Fee is Payable For Each Creation and For Each Redemption of Creation Units”. If these amounts were reflected, returns would be less than those shown.
 
(5) Does not include brokerage commissions and charges incurred only by persons who make purchases and sales of Units in the secondary market as discussed above in the section of “Highlights” entitled “Brokerage Commissions on Units”. If these amounts were reflected, returns would be less than those shown.
 
* Source: NYSE Euronext and State Street Bank and Trust Company.


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GLOSSARY
 
         
    Page
 
“1933 Act”
    56  
“10 Basis Point Limit”
    9  
“Additional Cash Deposit”
    34  
“Adjustment Amount”
    59  
“Adjustment Day”
    44  
“Balancing Amount”
    45  
“Beneficial Owners”
    10  
“Business Day”
    3  
“Cash Component”
    5  
“Cash Redemption Payment”
    38  
“Closing Time”
    33  
“CNS”
    5  
“Code”
    10  
“Creation Units”
    4  
“Depository Agreement”
    37  
“Distributor”
    4  
“Dividend Equivalent Payment”
    5  
“Dividend Payment Date”
    61  
“DTC”
    10  
“DTCC”
    32  
“DTCC Shares”
    32  
“DTC Cut-Off Time”
    41  
“DTC Participants”
    36  
“ERISA”
    55  
“Evaluation Time”
    1  
“Ex-Dividend Date”
    61  
“Excess Cash Amounts”
    39  
“Exchange”
    4  
“Index Securities”
    3  
“Indirect Participants”
    36  
“Initial Date of Deposit”
    2  
“IRA”
    55  
“IRS”
    53  
“License Agreement”
    i  
“Misweighting”
    42  
“Misweighting Amount”
    42  
“NAV”
    3  
“NAV Amount”
    45  
“NSCC”
    5  
“NSCC Business Day”
    13  
“NYSE”
    3  
“NYSE Alternext US”
    50  
“NYSE Arca”
    4  
“Participant Agreement”
    5  
“Participating Party”
    5  
“Plans”
    55  
“Portfolio”
    3  
“Portfolio Deposit”
    5  
“Portfolio Deposit Amount”
    45  
“Portfolio Securities”
    3  
“Record Date”
    61  
“Request Day”
    45  
“S&P”
    3  
“S&P 500 Index”
    3  
“SEC”
    5  
“Clearing Process”
    5  
“Sponsor”
    3  
“SSGM”
    49  
“Standard & Poor’s Depositary Receipts”
    3  
“Transaction Fee”
    9  
“Transmittal Date”
    32  
“Trust Unit”
    3  
“Trust Agreement”
    3  
“Trustee”
    3  
“Units”
    3  
“Weighting Analysis”
    43  


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SPDR S&P 500 ETF TRUST
(“SPDR 500 TRUST”)
 
 
SPONSOR:
PDR SERVICES LLC
 
This Prospectus does not include all of the information with respect to the SPDR 500 Trust set forth in its Registration Statement filed with the SEC in Washington, D.C. under the:
 
  •   Securities Act of 1933 (File No. 33-46080) and
 
  •   Investment Company Act of 1940 (File No. 811-7330).
 
To obtain copies from the SEC at prescribed rates—
WRITE: Public Reference Section of the SEC
100 F Street, N.E., Washington, D.C. 20549
CALL: 1-800-SEC-0330
VISIT: http://www.sec.gov
 
No person is authorized to give any information or make any representation about the SPDR 500 Trust not contained in this Prospectus, and you should not rely on any other information. Read and keep both parts of this Prospectus for future reference.
 
PDR Services LLC has filed a registration statement on Form S-6 and Form N-8B-2 with the SEC covering the Units. While this Prospectus is a part of the registration statement on Form S-6, it does not contain all the exhibits filed as part of the registration statement on Form S-6. You should consider reviewing the full text of those exhibits.
 
Prospectus dated January 27, 2010


Table of Contents

CONTENTS OF REGISTRATION STATEMENT
 
This amendment to the Registration Statement on Form S-6 comprises the following papers and documents:
 
The facing sheet.
 
The cross-reference sheet.
 
The prospectus.
 
The undertaking to file reports.
 
The signatures.
 
Written consents of the following persons:
 
PricewaterhouseCoopers LLP
(included in Exhibit 99.C2)
 
Katten Muchin Rosenman LLP
(included in Exhibit 99.C1)
 
The following exhibits:
 
     
     
Ex-99.A1
  Amendment dated as of November 23, 2009 to the Amended & Restated Standard Terms & Conditions of Trust dated as of January 1, 2004, as amended.
     
Ex-99.A4
  Form of Global Certificates.
 
Ex-99.2
  Opinion of Counsel as to legality of securities being registered and consent of Counsel.
     
Ex-99.C1
  Consent of Independent Registered Public Accounting Firm.
     
Ex-99.A11
  Code of Ethics (incorporated herein by reference to Exhibit 99.A11 to Amendment No. 17 to the Registration Statement on Form S-6 (File No. 33-46080), filed on January 26, 2007).


Table of Contents

FINANCIAL STATEMENTS
 
1.  Statement of Financial Condition of the Trust as shown in the current Prospectus for this series herewith.
 
2.  Financial Statements of the Depositor:
 
PDR Services LLC — Financial Statements, as part of American Stock Exchange LLC current consolidated financial statements incorporated by reference to the Amendment to Form 1-A dated June, 2009.


Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant, SPDR S&P 500 ETF Trust, certifies that it meets all of the requirements for effectiveness of this Post Effective Amendment to the Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of New York, and State of New York, on the 27th day of January, 2010.
 
SPDR S&P 500 ETF TRUST
(Registrant)
 
 
By:
PDR Services LLC
 
/s/  Lisa Dallmer
Lisa Dallmer
President
 
Pursuant to the requirements of the Securities Act of 1933, this Post Effective Amendment to the Registration Statement has been signed below on behalf of PDR Services LLC, the Depositor, by the following persons in the capacities and on the date indicated.
 
PDR SERVICES LLC
 
         
Name
 
Title/Office
 
/s/  Lisa Dallmer

Lisa Dallmer
  President of PDR Services LLC*
     
/s/  Scott Ebner

Scott Ebner
  Vice President of PDR Services LLC
 
 
* The President of PDR Services LLC also undertakes all the duties and responsibilities of, and performs all functions of, the principal financial officer of PDR Services LLC.


Table of Contents

EXHIBIT INDEX
 
                 
  1 .   EX-99.A1     Amendment dated as of November 23, 2009 to the Amended & Restated Standard Terms & Conditions of Trust dated as of January 1, 2004, as amended.
  2 .   EX-99.A4     Form of Global Certificates.
  3 .   EX-99.2     Opinion of Counsel as to legality of securities being registered and Consent of Counsel.
  4 .   EX-99.C1     Consent of Independent Registered Public Accounting Firm.
  5 .   EX-99.A11     Code of Ethics (incorporated herein by reference to Exhibit 99.A11 to Amendment No. 17 to the Registration Statement on Form S-6 (File No. 33-46080), filed on January 26, 2007).

Ex- 99.A1
AMENDMENT NO. 3
TO AMENDED AND RESTATED
STANDARD TERMS AND CONDITIONS OF TRUST
DATED AS OF JANUARY 1, 2004
AND
EFFECTIVE JANUARY 27, 2004,
As Amended
FOR
STANDARD & POOR’S
DEPOSITARY RECEIPTS (“SPDR”) TRUST
SERIES 1
AND
ANY SUBSEQUENT AND SIMILAR
SERIES OF THE
SPDR TRUST
BETWEEN

PDR SERVICES LLC,
AS SPONSOR
AND
STATE STREET BANK AND TRUST COMPANY
AS TRUSTEE
DATED AS OF NOVEMBER 23, 2009
AND
TO BE EFFECTIVE SIMULTANEOUSLY WITH THE FILING OF
POST-EFFECTIVE AMENDMENT No. 21 TO THE TRUST’S REGISTRATION
STATEMENT ON FORM S-6 ANTICIPATED TO BE MADE
ON OR ABOUT JANUARY 26, 2010

Page 1 of 9


 

This Amendment No. 3 (“Amendment Agreement”) dated as of November 23, 2009 and to be effective simultaneously with the filing of Post-Effective Amendment No. 21 to the Trust’s Registration Statement on Form S-6 anticipated to be made on or about January 26, 2010, between PDR Services LLC, as Sponsor (“Sponsor”), and State Street Bank and Trust Company, as Trustee (“Trustee”), amends the document entitled “AMENDED AND RESTATED STANDARD TERMS AND CONDITIONS OF TRUST DATED AS OF JANUARY 1, 2004 AND EFFECTIVE JANUARY 27, 2004 FOR STANDARD & POOR’S DEPOSITARY RECEIPTS (“SPDR”) TRUST SERIES 1 AND SUBSEQUENT AND SIMILAR SERIES OF THE SPDR TRUST BETWEEN PDR SERVICES LLC, AS SPONSOR AND STATE STREET BANK AND TRUST COMPANY AS TRUSTEE”, as amended (hereinafter referred to as “Standard Terms”).
WITNESSETH THAT:
      WHEREAS, the parties hereto have entered into the Standard Terms to facilitate the creation of the SPDR Trust, Series 1 (“Trust”); and
      WHEREAS, the Trust is named Standard & Poor’s Depositary Receipts Trust Series 1, and;
      WHEREAS , upon the advice of State Street Global Markets, LLC as the Marketing Agent for the Trust, the Sponsor and the Trustee have determined to change the name of the Trust from “Standard & Poor’s Depositary Receipts Trust Series 1” to “SPDR® S&P 500® ETF Trust” to aid in the marketing and distribution of the Trust’s units and to make all changes and amendments to the Standard Terms to accomplish such purpose as more fully set forth below;
      NOW THEREFORE, in consideration of the premises and of the mutual agreements contained herein, the Sponsor and the Trustee agree as follows:
     1. The name of the Trust shall be changed in the Standard Terms from “Standard & Poor’s Depositary Receipts Trust Series 1” to “SPDR® S&P 500® ETF Trust” in each instance that it appears.
     2. The short form name of the Trust’s units shall be changed in the Standard Terms from “SPDR” or “SPDRs” to “Trust Unit” or “Unit”, or “Trust Units” or “Units”, as applicable, in each instance that it appears.
     3. In Article I of the Standard Terms “SPDRs” shall be replaced with “‘Trust Unit’ or ‘Unit’”, in alphabetical order.
     4. The short form name of the Trust shall be changed in the Standard Terms from “SPDR Trust” to “SPDR 500 Trust” in each instance that it appears.

Page 2 of 9


 

     5. All references in the Standard Terms to “SPDR Trust Series 1” shall be replaced with “SPDR 500 Trust”.
     6. All references in the Standard Terms to “SPDR Clearing Process” shall be replaced with “Clearing Process”.
     7. Section 10.03 of the Standard Terms shall be amended to (i) replace the comma following “S&P 500” with “and” and (ii) remove “and ‘SPDRs’”.
     8. Section 10.06 of the Standard Terms shall be amended to replace “SPDRs” with “Units”.
     9. Section 12 of Exhibit A of the Standard Terms shall be amended to replace “SPDRs” with “Units”.
     10. The first reference in the Standard Terms to “SPDR telephone representative” shall be replaced with “SPDR 500 Trust telephone representative”, and thereafter it shall be replaced with “telephone representative”.
     11. Pursuant to Section 10.01, the Trustee has arranged that the Trust’s Annual Report dated September 30, 2009 contain a description of the substance of the terms of this Amendment Agreement for transmittal by each DTC Participant to the Beneficial Owners of the Trust.
     12. Except as amended hereby, the Standard Terms and any and all amendments thereto, including the document entitled “Amendment No. 1 To Amended And Restated Standard Terms And Conditions Of Trust Dated As Of January 1, 2004 And Effective January 27, 2004” between the Sponsor and the Trustee, and the document entitled “Amendment No. 2 To Amended And Restated Standard Terms And Conditions Of Trust Dated As Of February 1, 2009 And Effective February 13, 2009” between the Sponsor and the Trustee, now in effect are in all respects ratified and confirmed hereby and this Amendment Agreement and all of its provisions shall be deemed to be a part of the Standard Terms.
     13. This Amendment Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Page 3 of 9


 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed as of the date hereof.
PDR SERVICES LLC, as Sponsor
         
By:
       
 
 
 
Name: Lisa Dallmer
   
 
  Title: President    
Witnessed:
                                                                 
Name:
Witnessed:
                                                                 
Name:

Page 4 of 9


 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed as of the date hereof.
STATE STREET BANK AND TRUST COMPANY,
as Trustee
         
By:
       
 
 
 
Name:
   
 
  Title:    
ATTEST:                                            
TITLE:

Page 5 of 9


 

 
COMMONWEALTH OF MASSACHUSETTS       )
: ss.:
COUNTY OF NORFOLK     )
     On this                       day of November in the year 2009, before me personally appeared                                             to me known, who, being by me duly sworn, did depose and say that he is                                            of State Street Bank and Trust Company, the bank and trust company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said bank and trust company.
                                           
Notary Public

Page 6 of 9

Exhibit 99.A4
[FORM A OF GLOBAL CERTIFICATE]
CERTIFICATE OF BENEFICIAL INTEREST
-Evidencing-
All Undivided Interests
-in-
SPDR
® S&P 500 ETF TRUST
This is to certify that CEDE & CO. is the owner and registered holder of this Certificate evidencing the ownership of all of the fractional undivided interests in the SPDR ® S&P 500 ETF TRUST (formerly known as the Standard & Poor’s Depositary Receipts (“SPDR”) Trust, Series 1) (herein called the “Trust”), created under the laws of the State of New York by the Standard Terms and Conditions of Trust, as amended, and the Trust Indenture and Agreement (hereinafter called the “Agreement and Indenture”), each between PDR Services LLC (hereinafter called the “Sponsor”), and State Street Bank and Trust Company, as Trustee (hereinafter called the “Trustee”), copies of which are available at the Office of the Trustee located in Boston, Commonwealth of Massachusetts (“Boston Office”).
At any given time this Certificate shall represent all undivided interests in the Trust which shall be the total number of Creation Unit size aggregations of Trust Units of undivided interest which are outstanding at such time. The Agreement and Indenture provide for the deposit of additional Securities from time to time with the Trustee, at which times the Trustee will create Trust Units in the corresponding number of Creation Unit size aggregations of Trust Units representing the additional Securities deposited with the Trust.
The Sponsor and                                             as the initial depositor of the Securities hereby grant and convey all of their rights, title and interest in and to the Trust to the extent of the undivided interest represented hereby to the registered holder of this Certificate subject to and in pursuance of the Agreement and Indenture, all the terms, conditions and covenants of which are incorporated herein as if fully set forth at length.
The registered holder of this Certificate is entitled at any time upon tender of this Certificate to the Trustee, endorsed in blank or accompanied by all necessary instruments of assignment and transfer in proper form, at its Boston Office and, upon payment of any tax or other governmental charges, to receive on or before the seventh calendar day following the day on which such tender is made or, if such calendar day is not a Business Day (as defined in the Indenture), on the next succeeding Business Day following such calendar day, such holder’s ratable portion of each of the Securities for each Creation Unit size aggregation of Trust Units tendered and evidenced by this Certificate and a check or, if elected, a wire transfer, in an amount proportionate to money due such holder for each Creation Unit size aggregations of Trust Units tendered.
The holder hereof may be required to pay a charge specified in the Agreement and Indenture issued in connection with the issuance, transfer or interchange of this

 


 

Certificate and any tax or other governmental charge that may be imposed in connection with the transfer, interchange or other surrender of this Certificate.
The holder of this Certificate, by virtue of the purchase and acceptance hereof, assents to and shall be bound by the terms of the Agreement and Indenture, copies of which are on file and available for inspection at reasonable times during business hours at the Boston Office of the Trustee, to which reference is made for all the terms, conditions and covenants thereof.
The Trustee may deem and treat the person in whose name this Certificate is registered upon the books of the Trustee as the owner hereof for all purposes and the Trustee shall not be affected by any notice to the contrary.
The Agreement and Indenture permits, with certain exceptions as therein provided, the amendment thereof, the modification of the rights and the obligations of the Sponsor, the Trustee and the holders of Trust Units in Creation Unit size aggregations thereunder and the waiver of the performance of any of the provisions thereof at any time with the consent of the holders of Trust Units in Creation Unit size aggregations or Trust Units, evidencing 51% of Creation Unit size aggregations of Trust Units or, proportionately, Trust Units at any time outstanding under the Indenture. Any such consent or waiver by the holder of Trust Units shall be conclusive and binding upon such holder of Trust Units and upon all future holders of Trust Units , and shall be binding upon any Trust Units, whether evidenced by a Certificate or held in uncertificated form, issued upon the registration or transfer hereof whether or not notation of such consent or waiver is made upon this Certificate and whether or not the Trust Units in Creation Unit size aggregations evidenced hereby are at such time in uncertificated form. The Agreement and Indenture also permits the amendment thereof, in certain limited circumstances, without the consent of any holders of Trust Units.
This Certificate shall not become valid or binding for any purpose until properly executed by the Trustee under the Agreement and Indenture.
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trustee or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is required by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

 


 

IN WITNESS WHEREOF, State Street Bank and Trust Company, as Trustee, has caused this Certificate to be manually executed in its corporate name by an Authorized Officer and PDR Services LLC, as Sponsor, has caused this Certificate to be executed in its name by the manual or facsimile signature of one of its Authorized Officers.
                     
STATE STREET BANK AND TRUST COMPANY       PDR SERVICES LLC    
As Trustee       As Sponsor    
 
                   
By
          By        
 
 
   Authorized Officer
       
 
   Authorized Officer
   
 
                   
Date:
          Date:        

 


 

CERTIFICATE OF BENEFICIAL INTEREST
___ Creation Units
-Evidencing-
An Undivided Interest
-in-
SPDR
® S&P 500 ETF TRUST
This is to certify that                                           is the owner and registered holder of this Certificate evidencing the ownership of Trust Units in the amount of ___Creation Unit size aggregations of fractional undivided interest in SPDR ® S&P 500 ETF TRUST (formerly known as the Standard & Poor’s Depositary Receipts (“SPDR®”) Trust, Series 1) (herein called the “Trust”) (“Trust Units”) created under the laws of the State of New York by the Standard Terms and Conditions of Trust, as amended and the Trust Indenture and Agreement (hereinafter called the “Agreement and Indenture”), each between PDR Services LLC (hereinafter called the “Sponsor”), and State Street Bank and Trust Company, as Trustee (hereinafter called the “Trustee”), copies of which are available at the office of the Trustee in Boston, Commonwealth of Massachusetts (“Boston Office”).
At any given time this Certificate shall represent an undivided interest in the Trust, the numerator of which fraction shall be the number of Creation Unit size aggregations of Trust Units set forth on the face hereof and the denominator of which shall be the total number of Creation Unit size aggregations of Trust Units of undivided interest which are outstanding at such time. The Agreement and Indenture provide for the deposit of additional Securities from time to time with the Trustee, at which times the Trustee will deliver Trust Units in Creation Unit size aggregations representing the additional Securities deposited with the Trust.
The Sponsor hereby grants and conveys all of its right, title and interest in and to the Trust to the extent of the undivided interest represented hereby to the registered holder of this Certificate subject to and in pursuance of the Agreement and Indenture, all the terms, conditions and covenants of which are incorporated herein as if fully set forth at length. The registered holder of this Certificate is entitled at any time upon tender of this Certificate to the Trustee, endorsed in blank or accompanied by all necessary instruments of assignment and transfer in proper form, at its Boston Office and, upon payment of any tax or other governmental charges, to receive on or before the seventh calendar day following the day on which such tender is made or, if such calendar day is not a Business Day (as defined in the Indenture), on the next succeeding Business Day following such calendar day, such holder’s ratable portion of the each of the Securities for each Creation Unit size aggregation of Trust Units tendered and evidenced by this Certificate and a check or, if elected, a wire transfer, in an amount proportionate to money due such holder for each Creation Unit size aggregations of Trust Units tendered.
The holder hereof may be required to pay a charge specified in the Agreement and Indenture issued in connection with the issuance, transfer or interchange of this

 


 

Certificate and any tax or other governmental charge that may be imposed in connection with the transfer, interchange or other surrender of this Certificate.
The holder of this Certificate, by virtue of the purchase and acceptance hereof, assents to and shall be bound by the terms of the Agreement and Indenture, copies of which are on file and available for inspection at reasonable times during business hours at the corporate trust office of the Trustee, to which reference is made for all the terms, conditions and covenants thereof.
The Trustee may deem and treat the person in whose name this Certificate is registered upon the books of the Trustee as the owner hereof for all purposes and the Trustee shall not be affected by any notice to the contrary.
The Agreement and Indenture permits, with certain exceptions as therein provided, the amendment thereof, the modification of the rights and the obligations of the Sponsor, the Trustee and the holders of Trust Units in Creation Unit size aggregations thereunder and the waiver of the performance of any of the provisions thereof at any time with the consent of the holders of Trust Units in Creation Unit size aggregations or Trust Units, evidencing 51% of Creation Unit size aggregations of Trust Units or, proportionately, Trust Units at any time outstanding under the Indenture. Any such consent or waiver by the holder of Trust Units shall be conclusive and binding upon such holder of Trust Units and upon all future holders of Trust Units, and shall be binding upon any Trust Units, whether evidenced by a Certificate or held in uncertificated form, issued upon the registration or transfer hereof whether or not notation of such consent or waiver is made upon this Certificate and whether or not the Trust Units in Creation Unit size aggregations evidenced hereby are at such time in uncertificated form. The Agreement and Indenture also permits the amendment thereof, in certain limited circumstances, without the consent of any holders of Trust Units.
This Certificate shall not become valid or binding for any purpose until properly executed by the Trustee under the Agreement and Indenture.
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is required by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

 


 

IN WITNESS WHEREOF, State Street Bank and Trust Company, as Trustee, has caused this Certificate to be manually executed in its corporate name by an authorized officer and PDR Services Corporation, as Sponsor, has caused this Certificate to be executed in its names by the facsimile signature of one of its Authorized Officers.
STATE STREET BANK AND TRUST COMPANY
As Trustee
     
By
   
 
  Authorized Officer
 
  PDR SERVICES CORPORATION,
As Sponsor
 
   
By
   
 
  Authorized Officer
Date:
   

 

Exhibit 99.2
(KATTEN LOGO)
575 Madison Avenue
New York, NY 10022-2585
212.940.8800 tel
212.940.8776 fax
January 27, 2010
PDR Services LLC
c/o NYSE Euronext
11 Wall Street
New York, New York 10005
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
Re:   SPDR S&P 500 ETF Trust
     Ladies and Gentlemen:
     We have served as counsel to PDR Services LLC as sponsor (the “Sponsor”) of SPDR S&P 500 ETF Trust (hereinafter referred to as the “Trust”). It is proposed that Post-Effective Amendment No. 21 to the Trust’s registration statement (“Post-Effective Amendment No. 21”) will be filed with the Securities and Exchange Commission (the “Commission”) and dated as of the date hereof in connection with the continued issuance by the Trust of an indefinite number of units of fractional undivided interest in the Trust (hereinafter referred to as the “units”) pursuant to Rule 24f-2 promulgated under the provisions of the Investment Company Act of 1940, as amended.
     We have examined originals and copies, certified or otherwise identified to our satisfaction, of all such agreements, certificates and other statements of corporate officers and other representatives of the Sponsor and other documents as we have deemed necessary as a basis for this opinion. With your permission, in such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; (c) the truth, accuracy, and completeness of the information, representations, and warranties contained in the records, documents, instruments and certificates we have reviewed; (d) except as specifically covered in the opinions set forth below, the due authorization, execution, and delivery on behalf of the respective parties thereto of documents referred to herein and the legal, valid, and binding effect thereof on such parties; and (e) the absence of any evidence extrinsic to the provisions of the written agreement(s) between the parties that the parties intended a meaning contrary to that expressed by those provisions.
     We have, when relevant facts material to our opinion were not independently established by us, relied to the extent we deemed such reliance proper upon written or oral statements of officers and other representatives of the Sponsor. We have not made or undertaken to make any independent investigation to establish or verify the accuracy or completeness of such factual representations, certifications and other information.
                                 
NEW YORK
  CHARLOTTE   CHICAGO   IRVING   LONDON   LOS ANGELES   PALO ALTO   WASHINGTON, DC   WWW.KATTENLAW.COM
LONDON AFFILIATE: KATTEN MUCHIN ROSENMAN CORNISH LLP
A limited liability partnership including professional corporations

 


 

(KATTEN LOGO)
January 27, 2010
Page 2
     We express no opinion as to matters of law in jurisdictions other than the laws of the State of New York (except for its “Blue Sky” laws) and the federal laws of the United States.
     Except as otherwise expressly set forth in this letter, our opinion is based solely upon the law and the facts as they exist on the date hereof and we undertake no, and disclaim any, obligation to advise you of any subsequent change in law or facts or circumstances which might affect any matter or opinion set forth herein.
     Based upon such examination, having regard for legal considerations which we deem relevant, and subject to the qualifications set forth in this letter, we are of the opinion that the Units, when issued by the Trustee in accordance with the terms of the Indenture and Agreement, including the receipt by the Trustee of the consideration required for the issuance of the Units, will be duly and legally issued and will be fully paid and non-assessable.
     This opinion letter is furnished by us, as counsel for the Sponsor, solely for your benefit in connection with the formation of the Trust and the issuance of the Units and may not be used for any other purpose or relied upon by any other person other than you, without our prior written consent.
     We hereby represent that Post-Effective Amendment No. 21 contains no disclosure which would render it ineligible to become effective immediately upon filing pursuant to paragraph (b) of Rule 485 of the Commission.
     We hereby consent to the filing of this opinion as an exhibit to Post-Effective Amendment No. 21 and to the use of our name where it appears in Post-Effective Amendment No. 21 and the Prospectus. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act, as amended, and the rules and regulations thereunder.
Very truly yours,
/s/ Katten Muchin Rosenman LLP                                                  
KATTEN MUCHIN ROSENMAN LLP

 

EXHIBIT 99.C1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     We hereby consent to the use in this Registration Statement on Form S-6 of our report dated November 24, 2009, relating to the financial statements and financial highlights of SPDR Trust, Series 1, which are included in the September 30, 2009 Annual Report to Unitholders of SPDR Trust, Series 1, which appears in such Registration Statement. We also consent to the reference to us under the heading “Independent Registered Public Accounting Firm” in the Registration Statement.
PricewaterhouseCoopers LLP
Boston, Massachusetts
January 27, 2010