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 Depositors 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 Trusts most recent fiscal year.
H. Approximate date of proposed sale to public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT.
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þ
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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)
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Form N-8B-2
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Form S-6
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Item Number
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Heading in Prospectus
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I. Organization and General Information
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1.
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(a) Name of Trust
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Prospectus Front Cover
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(b) Title of securities issued
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Prospectus Front Cover
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2.
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Name, address and Internal Revenue Service Employer Identification Number of depositor
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Sponsor
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3.
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Name, address and Internal Revenue Service Employer Identification Number of trustee
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Trustee
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4.
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Name, address and Internal Revenue Service Employer Identification Number of principal underwriter
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*
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5.
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State of organization of Trust
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Summary Highlights
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6.
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(a) Dates of execution and termination of Trust Agreement
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Essential Information
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(b) Dates of execution and termination of Trust Agreement
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Same as set forth in 6(a)
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7.
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Changes of name
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*
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8.
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Fiscal Year
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*
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9.
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Material Litigation
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*
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II. General Description of the Trust and Securities of the
Trust
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10.
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(a) Registered or bearer securities
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Securities Depository, Book-Entry-Only System
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*
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Not applicable, answer negative or not required.
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i
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Form N-8B-2
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Form S-6
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Item Number
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Heading in Prospectus
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(b) Cumulative or distributive
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Summary Essential Information as of
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(c) Rights of holders as to withdrawal or redemption
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Redemption of Trust Units;
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(d) Rights of holders as to conversion, transfer, etc.
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Rights of Beneficial Owners
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(e) Lapses or defaults in principal payments with respect to periodic payment plan certificates
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*
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(f) Voting rights
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Rights of Beneficial Owners
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(g) Notice to holders as to change in:
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(1) Composition of Trust assets
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*
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(2) Terms and conditions of Trusts securities
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Administration of the Trust Amendments
to the Trust Agreement
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(3) Provisions of Trust Agreement
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Same as set forth in 10(g)(2)
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(4) Identity of depositor and trustee
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Sponsor; Trustee
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(h) Consent of holders required to change:
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(1) Composition of Trust assets
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*
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(2) Terms and conditions of Trusts securities
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Administration of the Trust Amendments to the Trust
Agreement
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(3) Provisions of Trust Agreement
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Same as set forth in 10(h)(2)
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*
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Not applicable, answer negative or not required.
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ii
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Form N-8B-2
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Form S-6
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Item Number
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Heading in Prospectus
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(4) Identity of depositor and trustee
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Sponsor; Trustee
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(i) Other principal features of the securities
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The Trust
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11.
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Type of securities comprising units
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The Portfolio
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12.
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Certain information regarding securities comprising periodic payment certificates
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*
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13.
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(a) Certain information regarding loads, fees, expenses and charges
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Expenses of the Trust; Redemption of Trust Units
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(b) Certain information regarding periodic payment plan certificates
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*
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(c) Certain percentages
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Same as set forth in 13(a)
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(d) Reasons for certain differences in prices
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*
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(e) Certain other loads, fees, or charges payable by holders
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*
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(f) Certain profits receivable by depositor, principal underwriters, custodian, trustee or affiliated persons
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Adjustments to the Portfolio Deposit
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(g) Ratio of annual charges and deductions to income
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*
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14.
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Issuance of Trusts securities
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The Trust Creation of Creation Units
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15.
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Receipt and handling of payments from purchasers
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The Trust
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*
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Not applicable, answer negative or not required.
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iii
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Form N-8B-2
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Form S-6
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Item Number
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Heading in Prospectus
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16.
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Acquisition and disposition of underlying securities
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The Trust Creation of Creation
Units; The Portfolio; Administration
of the Trust
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17.
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(a) Withdrawal or redemption by holders
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Administration of the Trust Rights
of Beneficial Owners; Redemption of Trust Units
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(b) Persons entitled or required to redeem or repurchase securities
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Same as set forth in 17(a)
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(c) Cancellation or resale of repurchased or redeemed securities
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Same as set forth in 17(a)
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18.
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(a) Receipt, custody and disposition of income
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Administration of the Trust Distributions to
Beneficial Owners
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(b) Reinvestment of distributions
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*
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(c) Reserves or special funds
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Same as set forth in 18(a)
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(d) Schedule of distributions
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*
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19.
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Records, accounts and reports
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The S&P Index; Distributions to Beneficial Owners;
Expenses of the Trust; Administration of the Trust
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20.
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Certain miscellaneous provisions of Trust Agreement
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(a) Amendments
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Administration of the Trust Amendments to the Trust
Agreement
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(b) Extension or termination
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Administration of the Trust Amendments to the Trust
Agreement; Termination of the Trust Agreement
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(c) Removal or resignation of trustee
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Trustee
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(d) Successor trustee
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Same as set forth in 20(c)
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(e) Removal or resignation of depositor
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Sponsor
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*
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Not applicable, answer negative or not required.
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iv
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Form N-8B-2
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Form S-6
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Item Number
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Heading in Prospectus
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(f) Successor depositor
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Same as set forth in 20(e)
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21.
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Loans to security holders
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*
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22.
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Limitations on liabilities
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Trustee; Sponsor
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23.
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Bonding arrangements
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*
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24.
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Other material provisions of Trust Agreement
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*
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III. Organization, Personnel and Affiliated Persons of
Depositor
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25.
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Organization of depositor
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Sponsor
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26.
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Fees received by depositor
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*
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27.
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Business of depositor
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Sponsor
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28.
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Certain information as to officials and affiliated persons of depositor
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Sponsor
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29.
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Ownership of voting securities of depositor
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Sponsor
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30.
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Persons controlling depositor
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*
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31.
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Payments by depositor for certain services rendered to Trust
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*
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32.
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Payments by depositor for certain other services rendered to Trust
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*
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33.
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Remuneration of employees of depositor for certain services rendered to Trust
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*
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34.
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Compensation of other persons for certain services rendered to Trust
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*
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IV. Distribution and Redemption of Securities
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35.
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Distribution of Trusts securities in states
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*
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36.
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Suspension of sales of Trusts securities
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*
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*
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Not applicable, answer negative or not required.
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v
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Form N-8B-2
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Form S-6
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Item Number
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Heading in Prospectus
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37.
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Denial or revocation of authority to distribute
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*
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38.
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(a) Method of distribution
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The Trust Creation of Creation Units
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(b) Underwriting agreements
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Summary Highlights
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(c) Selling agreements
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Same as set forth in 38(b)
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39.
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(a) Organization of principal underwriter
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Summary Highlights
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(b) NASD membership of principal underwriter
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Summary Highlights
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40.
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Certain fees received by principal underwriters
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*
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41.
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(a) Business of principal underwriters
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Summary Highlights
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(b) Branch offices of principal underwriters
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*
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(c) Salesmen of principal underwriters
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*
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42.
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Ownership of Trusts securities by certain persons
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*
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43.
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Certain brokerage commissions received by principal underwriters
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*
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44.
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(a) Method of valuation for determining offering price
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The Portfolio; Valuation
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(b) Schedule as to components of offering price
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*
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(c) Variation in offering price to certain persons
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*
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45.
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Suspension of redemption rights
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*
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46.
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(a) Certain information regarding redemption or withdrawal valuation
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Valuation; Redemption of Trust Units
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*
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Not applicable, answer negative or not required.
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vi
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Form N-8B-2
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Form S-6
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Item Number
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Heading in Prospectus
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(b) Schedule as to components of redemption price
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*
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47.
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Maintenance of position in underlying securities
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The Trust; The Portfolio; Distributions
to Beneficial Owners; Valuation;
Administration of the Trust
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V. Information Concerning the Trustee or Custodian
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48.
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Organization and regulation of trustee
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Trustee
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49.
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Fees and expenses of trustee
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Expenses of the Trust;
Redemptions of Trust Units
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50.
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Trustees lien
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Expenses of the Trust;
Redemption of Trust Units
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VI. Information Concerning Insurance of Holders of
Securities
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51.
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(a) Name and address of insurance company
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*
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(b) Types of policies
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*
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(c) Types of risks insured and excluded
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*
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(d) Coverage
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*
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(e) Beneficiaries
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*
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(f) Terms and manner of cancellation
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*
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(g) Method of determining premiums
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*
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(h) Aggregate premiums paid
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*
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(i) Recipients of premiums
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*
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(j) Other material provisions of Trust Agreement relating to insurance
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*
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*
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Not applicable, answer negative or not required.
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vii
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Form N-8B-2
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Form S-6
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Item Number
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Heading in Prospectus
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VII. Policy of Registrant
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52.
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(a) Method of selecting and eliminating securities from the Trust
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The Trust Creation of Creation Units; The
Portfolio;
Administration of the Trust
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(b) Elimination of securities from the Trust
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*
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(c) Policy of Trust regarding substitution and elimination of securities
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Same as set forth in 52(a)
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(d) Description of any other fundamental policy of the Trust
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*
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(e) Code of Ethics pursuant to Rule 17j-1 of the 1940 Act
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Code of Ethics
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53.
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(a) Taxable status of the Trust.
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Federal Income Taxes
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(b) Qualification of the Trust as a regulated investment company
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Same as set forth in 53(b)
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VIII. Financial and Statistical Information
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54.
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Information regarding the Trusts last ten fiscal years
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*
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55.
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Certain information regarding periodic payment plan certificates
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*
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56.
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Certain information regarding periodic payment plan certificates
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*
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57.
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Certain information regarding periodic payment plan certificates
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*
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*
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Not applicable, answer negative or not required.
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viii
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Form N-8B-2
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Form S-6
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Item Number
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Heading in Prospectus
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58.
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Certain information regarding periodic payment plan certificates
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*
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59.
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Financial statements (Instruction 1(c) to
Form S-6)
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*
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*
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Not applicable, answer negative or not required.
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ix
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.
Prospectus
SPDR
®
S&P
500
®
ETF Trust
(SPDR
500 Trust)
(A Unit Investment
Trust)
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SPDR 500 Trust is an exchange traded fund designed to generally
correspond to the price and yield performance of the S&P
500
®
Index.
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SPDR 500 Trust holds all of the S&P 500 Index stocks.
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Each Trust Unit represents an undivided ownership interest in
the SPDR 500 Trust.
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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.
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Individual Trust Units trade on NYSE Arca, Inc. like any other
equity security.
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Minimum trading unit: 1 Trust Unit.
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SPONSOR: PDR SERVICES LLC
(Wholly Owned by NYSE Euronext)
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
TABLE OF
CONTENTS
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1
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1
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3
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11
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15
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16
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17
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18
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19
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20
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30
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36
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36
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37
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39
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39
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40
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41
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42
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44
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45
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45
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45
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48
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50
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53
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54
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55
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55
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56
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59
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59
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60
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61
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63
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64
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64
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64
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66
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66
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67
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67
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68
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70
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71
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71
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71
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71
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72
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78
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EX-99.A.1
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EX-99.A.4
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EX-99.2
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EX-99.C.1
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Standard &
Poors
®
,
S&P
®
,
S&P
500
®
,
Standard & Poors
500
®
,
500
®
,
Standard & Poors 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 & Poors, 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 & Poors or The
McGraw-Hill Companies, Inc.
i
SUMMARY
Essential
Information as of September 30, 2009*
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Glossary:
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All defined terms used in this Prospectus and page numbers on
which their definitions appear are listed in the Glossary.
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Total Trust Assets:
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$72,006,399,424
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Net Trust Assets:
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$71,655,865,853
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Number of Trust Units:
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677,710,721
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Fractional Undivided Interest in the Trust Represented by each
Unit:
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1/677,710,721th
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Dividend Record Dates:
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Quarterly, on the second (2nd) Business Day after the third
Friday in each of March, June, September and December.
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Dividend Payment Dates:
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Quarterly, on the last Business Day of April, July, October and
January.
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Trustees Annual Fee:
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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.
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Estimated Ordinary Operating Expenses of the Trust:
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9.45/100 of one percent (0.0945%) (after a waiver of a portion
of Trustees annual fee).**
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NAV per Unit (based on the value of the Portfolio Securities,
other net assets of the Trust and number of Units outstanding):
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$105.73
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Evaluation Time:
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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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1
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Licensor:
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Standard & Poors, a division of The
McGraw-Hill
Companies, Inc.
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Mandatory Termination Date:
|
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The Trust is scheduled to terminate no later than
January 22, 2118, but may terminate earlier under certain
circumstances.
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Discretionary Termination:
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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.
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Fiscal Year End:
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September 30
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Market Symbol:
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Units trade on NYSE Arca, Inc. under the symbol SPY.
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CUSIP:
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78462F103
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*
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The Trust Agreement became effective, the initial deposit
was made, and the Trust commenced operation on January 22,
1993 (Initial Date of Deposit).
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**
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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 Trusts 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
Trustees 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
days daily cash balance, if any, in the Trusts 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 Trustees fee.
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2
Highlights
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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 & Poors 500 Composite Stock Price
Index
®
(S&P 500 Index).
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Units
Should Closely Track the Value of the Stocks Included in the
S&P 500 Index
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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 & Poors, 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.
3
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Units are
Listed and Trade on NYSE Arca, Inc.
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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 TrustCreation of Creation Units.
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Brokerage
Commissions on Units
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Secondary market purchases and sales of Units are subject to
ordinary brokerage commissions and charges.
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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.
4
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.
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Creation
Orders Must be Placed with the Distributor
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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
5
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.
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%.
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Shareholder Fees:*
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None*
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(fees paid directly from your investment)
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Estimated
Trust Annual Ordinary Operating Expenses:
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As a % of
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Current Trust Annual Ordinary Operating Expenses
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Trust Net Assets
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Trustees Fee**
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0.0524
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%
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S&P License Fee
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0.0302
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%
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Marketing
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0.0200
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%
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Registration Fee
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0.0000
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%
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Other Operating Expenses
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0.0019
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%
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Total:
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0.1045
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%
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Trustee Waiver**
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(0.0100
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)%
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Net Expenses After Waiver
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0.0945
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%
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Future expense accruals will depend primarily on the level of
the Trusts net assets and the level of expenses.
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*
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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).
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**
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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 days daily cash balance, if any, in the Trusts
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 Trusts
ordinary operating expenses will not exceed 0.0945% of the
Trusts daily NAV.
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6
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 Trusts returns based on
net assets and comparing the Trusts 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).
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.
7
Average
Annual Total Returns (for periods ending December 31,
2009)
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Past
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Past
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Past
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One Year
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Five Years
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Ten Years
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SPDR 500 Trust
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Return Before
Taxes
(1)(2)(3)
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26.27
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%
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0.38
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%
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−1.01
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%
|
Return After Taxes on
Distributions
(1)(2)(3)
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25.84
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%
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0.03
|
%
|
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|
−1.38
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%
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Return After Taxes on Distributions and Redemption of Creation
Units
(1)(2)(3)
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17.51
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%
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0.29
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%
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−0.97
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%
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S&P 500
Index
(4)
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26.46
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%
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0.42
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%
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−0.95
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%
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(1)
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Includes all applicable ordinary operating expenses set forth
above in the section of Highlights entitled
Expenses of the Trust.
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(2)
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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.
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(3)
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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.
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(4)
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Does not reflect deductions for taxes, operating expenses,
Transaction Fees, brokerage commissions, or fees of any kind.
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8
SPDR 500
Trust
GROWTH OF
$10,000 INVESTMENT
SINCE
INCEPTION
(1)
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(1)
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Past performance is not necessarily
an indication of how the Trust will perform in the future.
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(2)
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Effective as of September 30,
1997 the Trusts fiscal year end changed from December 31
to September 30.
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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.
9
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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 TrustDepository; Book-Entry-Only
System.
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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.
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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
10
dividend income received by the Trust. The Trusts 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.
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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.
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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
companys 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
11
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.
12
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 NSCCs 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
13
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 NSCCs 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 NSCCs
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.
14
SPDR
TRUST, SERIES 1
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
15
SPDR
Trust, Series 1
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 SPDRs 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.
16
SPDR
Trust, Series 1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
17
SPDR
Trust, Series 1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
18
SPDR
Trust Series 1
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 (000s)
|
|
$
|
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.
19
SPDR
Trust Series 1
September 30, 2009
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 & Poors 500 Composite Price Index (the
S&P 500 Index). Each unit of fractional
undivided interest in the Trust is referred to as a
Standard & Poors 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 Trusts 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.
20
SPDR
Trust Series 1
Notes to Financial Statements
September 30, 2009
|
|
Note 2
|
Significant
Accounting Policies (continued)
|
Security
Valuation
The value of the Trusts 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 securitys 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 Trusts
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 Trusts 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
Trusts 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 Trusts own assumptions in determining the
fair value of investments)
|
21
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 Trusts net assets are computed and that
may materially affect the value of the Trusts
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 Trusts net asset value and
the prices used by the S&P 500 Index, which, in turn, could
result in a difference between the Trusts 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
Trusts investments by industry.
The following table summarizes the inputs used in valuing the
Trusts 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 Trusts financial statements through
November 24, 2009. Management has determined that there are no
material events that would require disclosure in the
Trusts 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
22
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 securitys
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 Trusts 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 Trusts 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 Trusts units.
23
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 Trusts
Financial Statements. The Trusts 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
24
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 Trusts 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 Trusts 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 Trustees 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 Trustees 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
25
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 Poors (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 Trusts 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
26
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.
27
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 Trusts 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%
|
28
|
|
|
(1)
|
|
The Bid/Ask Price is the midpoint
of the Consolidated Bid/Ask price at the time the Trusts
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.
|
29
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
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
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
|
|
Kohls 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
|
|
Lowes 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
|
|
Macys, 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
|
|
McDonalds 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
|
|
Moodys 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
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
|
|
OReilly 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
|
|
Peoples 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.
33
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.
34
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 Trusts 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.
35
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.
36
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
37
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
38
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.
39
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.
40
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
SummaryHighlightsTermination of the
Trust.
41
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
42
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 Trusts 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
43
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 Partys 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.
44
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 Trusts 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,
45
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
46
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.
47
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
48
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.
49
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 Departments 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
50
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.
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Calendar
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Calendar
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Change In
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|
Calendar
|
|
|
|
Year-End
|
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|
Year-End Index
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Index for
|
|
|
Year-End
|
|
Year
|
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Index Value*
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Value 1960=100
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Calendar Year
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Yield**
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1960
|
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58.11
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100.00
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|
|
|
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%
|
|
|
3.47
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%
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1961
|
|
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71.55
|
|
|
|
123.13
|
|
|
|
23.13
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|
|
|
2.98
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|
1962
|
|
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63.10
|
|
|
|
108.59
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|
|
|
−11.81
|
|
|
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3.37
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|
1963
|
|
|
75.02
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|
|
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129.10
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|
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18.89
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|
|
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3.17
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1964
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84.75
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|
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145.84
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12.97
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|
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3.01
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1965
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92.43
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|
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159.06
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9.06
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3.00
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1966
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80.33
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|
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138.24
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|
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−13.09
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|
|
|
3.40
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|
1967
|
|
|
96.47
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|
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|
166.01
|
|
|
|
20.09
|
|
|
|
3.20
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|
1968
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|
103.86
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|
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|
178.73
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|
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7.66
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|
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3.07
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1969
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92.06
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|
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|
158.42
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−11.36
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3.24
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1970
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92.15
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158.58
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0.10
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3.83
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1971
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102.09
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175.68
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|
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10.79
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|
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3.14
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1972
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118.05
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203.15
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|
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15.63
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2.84
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1973
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97.55
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|
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167.87
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−17.37
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3.06
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1974
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68.56
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117.98
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−29.72
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4.47
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1975
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90.19
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155.21
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31.55
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4.31
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1976
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107.46
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184.93
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|
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19.15
|
|
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3.77
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1977
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95.10
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|
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163.66
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|
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−11.50
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|
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4.62
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1978
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96.11
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165.39
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|
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1.06
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5.28
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1979
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107.94
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|
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185.75
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12.31
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|
|
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5.47
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1980
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135.76
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|
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233.63
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25.77
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5.26
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1981
|
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122.55
|
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210.89
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|
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−9.73
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|
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5.20
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1982
|
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140.64
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242.02
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|
14.76
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|
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5.81
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1983
|
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164.93
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283.82
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|
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|
17.27
|
|
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|
4.40
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1984
|
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167.24
|
|
|
|
287.80
|
|
|
|
1.40
|
|
|
|
4.64
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1985
|
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211.28
|
|
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|
363.59
|
|
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26.33
|
|
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4.25
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1986
|
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242.17
|
|
|
|
416.75
|
|
|
|
14.62
|
|
|
|
3.49
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|
1987
|
|
|
247.08
|
|
|
|
425.19
|
|
|
|
2.03
|
|
|
|
3.08
|
|
1988
|
|
|
277.72
|
|
|
|
477.92
|
|
|
|
12.40
|
|
|
|
3.64
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|
1989
|
|
|
353.40
|
|
|
|
608.15
|
|
|
|
27.25
|
|
|
|
3.45
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|
1990
|
|
|
330.22
|
|
|
|
568.26
|
|
|
|
−6.56
|
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|
|
3.61
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1991
|
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417.09
|
|
|
|
717.76
|
|
|
|
26.31
|
|
|
|
3.24
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|
1992
|
|
|
435.71
|
|
|
|
749.80
|
|
|
|
4.46
|
|
|
|
2.99
|
|
51
|
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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
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|
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.
|
52
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 &
Poors, S&P, S&P
500. Standard & Poors 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&Ps 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
53
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 Sponsors 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.
54
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 Trusts current and
accumulated earnings and profits, possibly eligible for
(a) in the case of a non-
55
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
Trusts 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
Trusts current or accumulated earnings and profits.
Distributions of the Trusts 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 Trusts current or
accumulated earnings and profits, regardless of a Beneficial
Owners holding period in the Trusts shares.
Distributions of qualifying dividend income are taxable as
long-term capital gain to the extent of the Trusts current
or accumulated earnings and profits, provided that the
Beneficial Owner meets certain holding period and other
requirements with respect to the Trusts shares and the
Trust meets certain holding period and other requirements with
respect to its dividend-paying stocks.
Distributions in excess of the Trusts current or
accumulated earnings and profits are treated as a return of
capital, which reduce a Beneficial Owners 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
Trusts 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 Owners initial
investment.
56
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
Trusts undistributed long-term capital gain. In addition,
each Beneficial Owner can claim a refundable tax credit for the
Beneficial Owners proportionate share of the Trusts
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 Owners
proportionate share of the Trusts 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 Owners 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 Owners 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
persons basis in the stock. The particular amount realized
with respect to each stock included in a
57
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 persons 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 Trusts 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 Owners 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
58
Owner is subject to backup withholding. Backup withholding is
not an additional tax and any amount withheld may be credited
against a Beneficial Owners 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
Owners 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 Trusts assets because the Trust
is an investment company registered under the Investment Company
Act of 1940. As such, the Trusts 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
59
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
investors 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 investors broker-dealer, will nevertheless
be taxable dividends to the same extent as if such dividends had
been received in cash.
60
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 Trusts 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
Trustees 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
days daily cash balance, if any, in the Trusts 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 Trusts ordinary
operating expenses will not exceed 0.0945% of the Trusts
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 Trustees 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
61
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 Trustees
compensation, before any adjustment in respect of the Adjustment
Amount, is less
62
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 Trustees fee for the following
quarter. Adjustment Amount is an amount which is
intended, depending upon the circumstances, either to
(a) reduce the Trustees 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 Trustees 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 Trusts 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
Trustees 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 days daily cash balance
in the Trusts 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.
63
VALUATION
The NAV of the Trust is computed as of the Evaluation Time shown
under SummaryEssential 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 Trustees 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
64
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
Trustees 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
65
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 Owners 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 Owners 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
66
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
67
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
Sponsors Internal Revenue Service Employer Identification
Number is
26-4126158.
On October 1, 2008, the Sponsor became an indirect
wholly-owned
68
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 Sponsors 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.
69
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
Trustees 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 Trustees 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
Trustees 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 Trustees 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
70
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 SECs 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.
71
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.
72
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 funds
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.
73
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
|
%
|
.51%
|
|
|
1445
|
|
|
|
33.89
|
%
|
|
|
891
|
|
|
|
20.90
|
%
|
|
|
1077
|
|
|
|
25.26
|
%
|
11.5%
|
|
|
1072
|
|
|
|
25.14
|
%
|
|
|
404
|
|
|
|
9.47
|
%
|
|
|
505
|
|
|
|
11.84
|
%
|
1.52%
|
|
|
621
|
|
|
|
14.56
|
%
|
|
|
227
|
|
|
|
5.32
|
%
|
|
|
249
|
|
|
|
5.84
|
%
|
22.5%
|
|
|
327
|
|
|
|
7.67
|
%
|
|
|
125
|
|
|
|
2.93
|
%
|
|
|
121
|
|
|
|
2.84
|
%
|
2.53%
|
|
|
178
|
|
|
|
4.17
|
%
|
|
|
59
|
|
|
|
1.38
|
%
|
|
|
55
|
|
|
|
1.29
|
%
|
33.5%
|
|
|
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
|
%
|
.51%
|
|
|
1303
|
|
|
|
30.56
|
%
|
|
|
949
|
|
|
|
22.26
|
%
|
|
|
1126
|
|
|
|
26.41
|
%
|
11.5%
|
|
|
1125
|
|
|
|
26.38
|
%
|
|
|
450
|
|
|
|
10.55
|
%
|
|
|
532
|
|
|
|
12.48
|
%
|
1.52%
|
|
|
666
|
|
|
|
15.62
|
%
|
|
|
200
|
|
|
|
4.69
|
%
|
|
|
232
|
|
|
|
5.44
|
%
|
22.5%
|
|
|
334
|
|
|
|
7.83
|
%
|
|
|
139
|
|
|
|
3.26
|
%
|
|
|
110
|
|
|
|
2.58
|
%
|
2.53%
|
|
|
185
|
|
|
|
4.34
|
%
|
|
|
74
|
|
|
|
1.74
|
%
|
|
|
59
|
|
|
|
1.38
|
%
|
33.5%
|
|
|
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.
|
74
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.
|
75
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%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150200
|
|
|
Days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Points
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100150
|
|
|
Days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Points
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50100
|
|
|
Days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Points
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2550
|
|
|
Days
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
1
|
|
|
135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis Points
|
|
|
%
|
|
|
|
|
|
1.6%
|
|
|
|
|
|
|
|
|
0.4%
|
|
|
3.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
025
|
|
|
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.
|
76
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 Trusts 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.
|
77
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 & Poors Depositary Receipts
|
|
|
3
|
|
Transaction Fee
|
|
|
9
|
|
Transmittal Date
|
|
|
32
|
|
Trust Unit
|
|
|
3
|
|
Trust Agreement
|
|
|
3
|
|
Trustee
|
|
|
3
|
|
Units
|
|
|
3
|
|
Weighting Analysis
|
|
|
43
|
|
78
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
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).
|
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.
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)
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.
|
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).
|