As filed with the Securities and Exchange Commission on January 28, 2015
Securities Act File No. 333-92106
Investment Company Act of 1940 File No. 811-21145
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT | ||||
UNDER | ||||
THE SECURITIES ACT OF 1933 | x | |||
Post-Effective Amendment No. 86 | ||||
And | ||||
REGISTRATION STATEMENT | ||||
UNDER | ||||
THE INVESTMENT COMPANY ACT OF 1940 | x | |||
Amendment No. 89 |
SPDR ® INDEX SHARES FUNDS
(Exact Name of Registrant as Specified in Charter)
One Lincoln Street
Boston, Massachusetts 02111
(Address of Principal Executive Offices)
Registrants Telephone Number: (866) 787-2257
Christopher A. Madden
State Street Bank and Trust Company
One Lincoln Street/CPH0326
Boston, Massachusetts 02111
(Name and Address of Agent for Service)
Copies to:
W. John McGuire, Esq.
Morgan, Lewis & Bockius LLP
2020 K Street NW
Washington, DC 20006
It is proposed that this filing will become effective:
¨ | immediately upon filing pursuant to Rule 485, paragraph (b) |
x | on January 31, 2015 pursuant to Rule 485, paragraph (b) |
¨ | 60 days after filing pursuant to Rule 485, paragraph (a)(1) |
¨ | on pursuant to Rule 485, paragraph (a)(1) |
¨ | 75 days after filing pursuant to Rule 485, paragraph (a)(2) |
¨ | on pursuant to Rule 485, paragraph (a)(2) |
¨ | this post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
Investment Objective |
The SPDR STOXX Europe 50 ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the STOXX ® Europe 50 Index. |
Management fees | 0.29% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.29% |
Year 1 | Year 3 | Year 5 | Year 10 |
$30 | $93 | $163 | $368 |
One Year | Five Years | Ten Years | |
Return Before Taxes | -6.72% | 3.06% | 2.95% |
Return After Taxes on Distributions | -7.95% | 2.28% | 2.37% |
Return After Taxes on Distributions and Sale of Fund Shares | -2.80% | 2.48% | 2.59% |
STOXX
Europe 50 Index
(Index returns reflect no deduction for fees, expenses or taxes) |
-6.77% | 3.00% | 2.97% |
Investment Objective |
The SPDR EURO STOXX 50 ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the EURO STOXX 50 ® Index. |
Management fees | 0.29% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.29% |
Year 1 | Year 3 | Year 5 | Year 10 |
$30 | $93 | $163 | $368 |
One Year | Five Years | Ten Years | |
Return Before Taxes | -8.33% | 1.42% | 2.88% |
Return After Taxes on Distributions | -9.20% | 0.62% | 2.39% |
Return After Taxes on Distributions and Sale of Fund Shares | -4.18% | 1.10% | 2.59% |
EURO
STOXX 50 Index
(Index returns reflect no deduction for fees, expenses or taxes) |
-8.66% | 0.99% | 2.58% |
Investment Objective |
The SPDR EURO STOXX Small Cap ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index that tracks the performance of small capitalization Eurozone equity securities. |
Management fees | 0.45% |
Distribution and service (12b-1) fees | None |
Other expenses 1 | 0.00% |
Total annual Fund operating expenses | 0.45% |
1 | Other expenses are based on estimated amounts for the current fiscal year. |
Year 1 | Year 3 |
$46 | $144 |
Investment Objective |
The SPDR S&P Emerging Asia Pacific ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the emerging markets of the Asia Pacific region. |
Management fees | 0.59% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.59% |
Year 1 | Year 3 | Year 5 | Year 10 |
$60 | $189 | $329 | $738 |
One Year | Five Years |
Since
Inception
(3/20/07) |
|
Return Before Taxes | 10.58% | 5.27% | 6.62% |
Return After Taxes on Distributions | 10.18% | 4.81% | 6.20% |
Return After Taxes on Distributions and Sale of Fund Shares | 6.33% | 4.26% | 5.36% |
S&P
Asia Pacific Emerging BMI Index
(Index returns reflect no deduction for fees, expenses or taxes) |
10.77% | 5.96% | 7.15% |
Investment Objective |
The SPDR S&P Small Cap Emerging Asia Pacific ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an equity index based upon the small capitalization segment of emerging markets of the Asia Pacific Region. |
Management fees | 0.65% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.65% |
Year 1 | Year 3 | Year 5 | Year 10 |
$66 | $208 | $362 | $810 |
One Year |
Since
Inception
(1/11/12) |
|
Return Before Taxes | 3.47% | 9.09% |
Return After Taxes on Distributions | 1.21% | 6.15% |
Return After Taxes on Distributions and Sale of Fund Shares | 2.96% | 6.40% |
S&P
Asia Pacific Emerging Under USD 2 Billion Index
(Index returns reflect no deduction for fees, expenses or taxes) |
5.61% | 11.34% |
Investment Objective |
The SPDR S&P Russia ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the Russian equity market. |
Management fees | 0.59% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.59% |
Year 1 | Year 3 | Year 5 | Year 10 |
$60 | $189 | $329 | $738 |
Investment Objective |
The SPDR S&P China ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the Chinese equity market. |
Management fees | 0.59% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.59% |
Year 1 | Year 3 | Year 5 | Year 10 |
$60 | $189 | $329 | $738 |
One Year | Five Years |
Since
Inception
(3/20/07) |
|
Return Before Taxes | 4.97% | 3.91% | 7.42% |
Return After Taxes on Distributions | 4.50% | 3.60% | 7.13% |
Return After Taxes on Distributions and Sale of Fund Shares | 3.30% | 3.17% | 6.05% |
S&P
China BMI Index
(Index returns reflect no deduction for fees, expenses or taxes) |
5.90% | 4.26% | 7.70% |
Investment Objective |
The SPDR S&P Emerging Markets ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the emerging markets of the world. |
Management fees | 0.59% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.59% |
Year 1 | Year 3 | Year 5 | Year 10 |
$60 | $189 | $329 | $738 |
One Year | Five Years |
Since
Inception
(3/20/07) |
|
Return Before Taxes | 1.21% | 2.13% | 4.09% |
Return After Taxes on Distributions | 0.70% | 1.73% | 3.66% |
Return After Taxes on Distributions and Sale of Fund Shares | 1.14% | 1.81% | 3.31% |
S&P
Emerging BMI Index
(Index returns reflect no deduction for fees, expenses or taxes) |
0.61% | 2.36% | 4.23% |
Investment Objective |
The SPDR S&P Emerging Markets Dividend ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index that tracks dividend paying securities of publicly-traded companies in emerging markets. |
Management fees | 0.59% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.59% |
Year 1 | Year 3 | Year 5 | Year 10 |
$60 | $189 | $329 | $738 |
One Year |
Since
Inception
(2/23/11) |
|
Return Before Taxes | -8.14% | -4.54% |
Return After Taxes on Distributions | -9.23% | -5.70% |
Return After Taxes on Distributions and Sale of Fund Shares | -3.89% | -3.30% |
S&P
Emerging Markets Dividend Opportunities Index
(Index returns reflect no deduction for fees, expenses or taxes) |
-7.38% | -3.02% |
Investment Objective |
The SPDR S&P BRIC 40 ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the emerging markets of Brazil, Russia, India and China. |
Management fees | 0.50% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.50% |
Year 1 | Year 3 | Year 5 | Year 10 |
$51 | $160 | $280 | $628 |
One Year | Five Years |
Since
Inception
(6/19/07) |
|
Return Before Taxes | -4.01% | -0.16% | 1.14% |
Return After Taxes on Distributions | -4.41% | -0.37% | 0.92% |
Return After Taxes on Distributions and Sale of Fund Shares | -1.28% | 0.27% | 1.18% |
S&P
BRIC 40 Index
(Index returns reflect no deduction for fees, expenses or taxes) |
-3.36% | 0.49% | 1.69% |
Investment Objective |
The SPDR S&P Emerging Europe ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon European emerging markets. |
Management fees | 0.59% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.59% |
Year 1 | Year 3 | Year 5 | Year 10 |
$60 | $189 | $329 | $738 |
One Year | Five Years |
Since
Inception
(3/20/07) |
|
Return Before Taxes | -27.42% | -5.96% | -6.16% |
Return After Taxes on Distributions | -27.64% | -5.99% | -6.16% |
Return After Taxes on Distributions and Sale of Fund Shares | -14.42% | -3.70% | -3.91% |
S&P
European Emerging Capped BMI Index
(Index returns reflect no deduction for fees, expenses or taxes) |
-29.87% | -5.36% | -5.96% |
Investment Objective |
The SPDR S&P Emerging Latin America ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the Latin American emerging markets. |
Management fees | 0.59% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.59% |
Year 1 | Year 3 | Year 5 | Year 10 |
$60 | $189 | $329 | $738 |
One Year | Five Years |
Since
Inception
(3/20/07) |
|
Return Before Taxes | -13.04% | -5.52% | 1.19% |
Return After Taxes on Distributions | -13.65% | -5.99% | 0.74% |
Return After Taxes on Distributions and Sale of Fund Shares | -7.02% | -3.92% | 1.07% |
S&P
Latin America BMI Index
(Index returns reflect no deduction for fees, expenses or taxes) |
-12.70% | -4.45% | 2.18% |
Investment Objective |
The SPDR S&P Emerging Middle East & Africa ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the Middle Eastern and African emerging markets. |
Management fees | 0.59% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.59% |
Year 1 | Year 3 | Year 5 | Year 10 |
$60 | $189 | $329 | $738 |
One Year | Five Years |
Since
Inception
(3/20/07) |
|
Return Before Taxes | 2.99% | 4.40% | 4.76% |
Return After Taxes on Distributions | 2.40% | 3.93% | 4.30% |
Return After Taxes on Distributions and Sale of Fund Shares | 2.19% | 3.60% | 3.90% |
S&P
Mid-East & Africa BMI Index
(Index returns reflect no deduction for fees, expenses or taxes) |
4.50% | 5.32% | 5.81% |
Investment Objective |
The SPDR S&P World ex-US ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the developed world (ex-US) equity markets. |
Management fees | 0.34% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.34% |
Year 1 | Year 3 | Year 5 | Year 10 |
$35 | $109 | $191 | $431 |
One Year | Five Years |
Since
Inception
(4/20/07) |
|
Return Before Taxes | -4.05% | 5.36% | 0.18% |
Return After Taxes on Distributions | -4.79% | 4.81% | -0.32% |
Return After Taxes on Distributions and Sale of Fund Shares | -1.64% | 4.24% | 0.18% |
S&P
Developed Ex-U.S. BMI Index
(Index returns reflect no deduction for fees, expenses or taxes) |
-3.86% | 6.16% | 0.80% |
Investment Objective |
The SPDR S&P International Small Cap ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the developed world (ex-US) small cap equity markets. |
Management fees | 0.59% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.59% |
Year 1 | Year 3 | Year 5 | Year 10 |
$60 | $189 | $329 | $738 |
One Year | Five Years |
Since
Inception
(4/20/07) |
|
Return Before Taxes | -6.15% | 6.78% | 0.60% |
Return After Taxes on Distributions | -9.21% | 5.56% | -0.28% |
Return After Taxes on Distributions and Sale of Fund Shares | -1.72% | 5.23% | 0.42% |
S&P
Developed Ex-U.S. Under USD2 Billion Index
(Index returns reflect no deduction for fees, expenses or taxes) |
-4.66% | 6.55% | 0.35% |
Investment Objective |
The SPDR Dow Jones International Real Estate ETF (the “Fund”) seeks to provide investment results, before fees and expenses, correspond generally to the total return performance of an index based upon the international real estate market. |
Management fees | 0.59% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.59% |
Year 1 | Year 3 | Year 5 | Year 10 |
$60 | $189 | $329 | $738 |
One Year | Five Years |
Since
Inception
(12/15/06) |
|
Return Before Taxes | 5.82% | 9.45% | 0.38% |
Return After Taxes on Distributions | 4.48% | 7.41% | -1.04% |
Return After Taxes on Distributions and Sale of Fund Shares | 3.47% | 6.65% | -0.13% |
Dow
Jones Global ex-U.S. Select Real Estate Securities Index
(Index returns reflect no deduction for fees, expenses or taxes) |
6.08% | 9.92% | 0.78% |
Investment Objective |
The SPDR S&P Global Infrastructure ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the global infrastructure industry market. |
Management fees | 0.40% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.40% |
Year 1 | Year 3 | Year 5 | Year 10 |
$41 | $128 | $224 | $505 |
One Year | Five Years |
Since
Inception
(1/25/07) |
|
Return Before Taxes | 12.23% | 6.62% | 3.19% |
Return After Taxes on Distributions | 11.25% | 5.74% | 2.47% |
Return After Taxes on Distributions and Sale of Fund Shares | 7.41% | 5.11% | 2.48% |
S&P
Global Infrastructure Index
(Index returns reflect no deduction for fees, expenses or taxes) |
12.12% | 7.95% | 3.83% |
Investment Objective |
The SPDR S&P Global Natural Resources ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index that tracks publicly-traded companies in natural resources and/or commodities businesses. |
Management fees | 0.40% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.40% |
Year 1 | Year 3 | Year 5 | Year 10 |
$41 | $128 | $224 | $505 |
One Year |
Since
Inception
(9/13/10) |
|
Return Before Taxes | -10.16% | -0.85% |
Return After Taxes on Distributions | -10.66% | -1.24% |
Return After Taxes on Distributions and Sale of Fund Shares | -5.29% | -0.51% |
S&P
Global Natural Resources Index
(Index returns reflect no deduction for fees, expenses or taxes) |
-9.66% | -0.26% |
Investment Objective |
The SPDR MSCI ACWI ex-US ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon broad based world (ex-US) equity markets. |
Management fees | 0.34% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.34% |
Year 1 | Year 3 | Year 5 | Year 10 |
$35 | $109 | $191 | $431 |
One Year | Five Years |
Since
Inception
(1/10/07) |
|
Return Before Taxes | -2.71% | 4.36% | 1.90% |
Return After Taxes on Distributions | -3.39% | 3.80% | 1.45% |
Return After Taxes on Distributions and Sale of Fund Shares | -0.91% | 3.49% | 1.58% |
MSCI
All Country World Index ex USA Index
(Index returns reflect no deduction for fees, expenses or taxes) |
-3.44% | 4.89% | 2.20% |
Investment Objective |
The SPDR MSCI ACWI IMI ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index that tracks securities of publicly-traded companies in developed and emerging markets. |
Management fees | 0.25% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.25% |
Year 1 | Year 3 | Year 5 | Year 10 |
$26 | $80 | $141 | $318 |
One Year |
Since
Inception
(2/27/12) |
|
Return Before Taxes | 5.70% | 11.59% |
Return After Taxes on Distributions | 5.05% | 11.06% |
Return After Taxes on Distributions and Sale of Fund Shares | 3.57% | 9.03% |
MSCI
ACWI IMI Index
(Index returns reflect no deduction for fees, expenses or taxes) |
3.84% | 10.95% |
Investment Objective |
The SPDR MSCI ACWI Low Carbon Target ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index that tracks securities of publicly traded companies in developed and emerging markets while seeking to minimize carbon exposure. |
1 | Other expenses are based on estimated amounts for the current fiscal year. |
2 | SSGA Funds Management, Inc. (“SSGA FM” or the “Adviser”) has contractually agreed to waive its advisory fee and reimburse certain expenses, until January 31, 2017, so that the Net annual Fund operating expenses of the Fund will be limited to 0.20% of the Fund's average daily net assets before application of any fees and expenses not paid by the Adviser under the Investment Advisory Agreement. Such fees and expenses paid by the Adviser are limited to certain direct operating expenses of the Fund and, therefore, do not include the Fund's acquired fund fees and expenses, if any. The contractual fee waiver does not provide for the recoupment by the Adviser of any fees the Adviser previously waived. The Adviser may continue the waiver from year to year, but there is no guarantee that the Adviser will do so and after January 31, 2017, the waiver may be cancelled or modified at any time. |
Year 1 | Year 3 |
$20 | $64 |
Investment Objective |
The SPDR MSCI EM 50 ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index that tracks securities of publicly-traded companies in emerging markets. |
Management fees | 0.50% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.50% |
Year 1 | Year 3 | Year 5 | Year 10 |
$51 | $160 | $280 | $628 |
One Year |
Since
Inception
(2/27/12) |
|
Return Before Taxes | -2.64% | -0.51% |
Return After Taxes on Distributions | -3.05% | -0.81% |
Return After Taxes on Distributions and Sale of Fund Shares | -0.66% | -0.04% |
MSCI
EM 50 Index
(Index returns reflect no deduction for fees, expenses or taxes) |
-1.81% | 0.33% |
Investment Objective |
The SPDR MSCI EM Beyond BRIC ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the emerging markets of the world, excluding Brazil, Russia, India, and China. |
Management fees | 0.55% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.55% |
Year 1 | Year 3 | Year 5 | Year 10 |
$56 | $176 | $307 | $689 |
One Year |
Since
Inception
(12/4/13) |
|
Return Before Taxes | -2.04% | -1.07% |
Return After Taxes on Distributions | -2.33% | -1.40% |
Return After Taxes on Distributions and Sale of Fund Shares | -0.57% | -0.66% |
MSCI
EM Beyond BRIC Index
(Index returns reflect no deduction for fees, expenses or taxes) |
-1.04% | -0.12% |
Investment Objective |
The SPDR MSCI EAFE Quality Mix ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the European, Australasian, and Far Eastern developed equity markets. |
Management fees | 0.30% |
Distribution and service (12b-1) fees | None |
Other expenses 1 | 0.00% |
Total annual Fund operating expenses | 0.30% |
1 | Other expenses are based on estimated amounts for the current fiscal year. |
Year 1 | Year 3 |
$31 | $97 |
Investment Objective |
The SPDR MSCI Emerging Markets Quality Mix ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the emerging equity markets of the world. |
Management fees | 0.30% |
Distribution and service (12b-1) fees | None |
Other expenses 1 | 0.00% |
Total annual Fund operating expenses | 0.30% |
1 | Other expenses are based on estimated amounts for the current fiscal year. |
Year 1 | Year 3 |
$31 | $97 |
Investment Objective |
The SPDR MSCI World Quality Mix ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the developed equity markets of the world. |
Management fees | 0.30% |
Distribution and service (12b-1) fees | None |
Other expenses 1 | 0.00% |
Total annual Fund operating expenses | 0.30% |
1 | Other expenses are based on estimated amounts for the current fiscal year. |
Year 1 | Year 3 |
$31 | $97 |
Investment Objective |
The SPDR MSCI Australia Quality Mix ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the equity market of Australia. |
Management fees | 0.30% |
Distribution and service (12b-1) fees | None |
Other expenses 1 | 0.00% |
Total annual Fund operating expenses | 0.30% |
1 | Other expenses are based on estimated amounts for the current fiscal year. |
Year 1 | Year 3 |
$31 | $97 |
Investment Objective |
The SPDR MSCI Canada Quality Mix ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the equity market of Canada. |
Management fees | 0.30% |
Distribution and service (12b-1) fees | None |
Other expenses 1 | 0.00% |
Total annual Fund operating expenses | 0.30% |
1 | Other expenses are based on estimated amounts for the current fiscal year. |
Year 1 | Year 3 |
$31 | $97 |
Investment Objective |
The SPDR MSCI Germany Quality Mix ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the equity market of Germany. |
Management fees | 0.30% |
Distribution and service (12b-1) fees | None |
Other expenses 1 | 0.00% |
Total annual Fund operating expenses | 0.30% |
1 | Other expenses are based on estimated amounts for the current fiscal year. |
Year 1 | Year 3 |
$31 | $97 |
Investment Objective |
The SPDR MSCI Japan Quality Mix ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the equity market of Japan. |
Management fees | 0.30% |
Distribution and service (12b-1) fees | None |
Other expenses 1 | 0.00% |
Total annual Fund operating expenses | 0.30% |
1 | Other expenses are based on estimated amounts for the current fiscal year. |
Year 1 | Year 3 |
$31 | $97 |
Investment Objective |
The SPDR MSCI Mexico Quality Mix ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the equity market of Mexico. |
Management fees | 0.40% |
Distribution and service (12b-1) fees | None |
Other expenses 1 | 0.00% |
Total annual Fund operating expenses | 0.40% |
1 | Other expenses are based on estimated amounts for the current fiscal year. |
Year 1 | Year 3 |
$41 | $128 |
Investment Objective |
The SPDR MSCI South Korea Quality Mix ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the equity market of South Korea. |
Management fees | 0.40% |
Distribution and service (12b-1) fees | None |
Other expenses 1 | 0.00% |
Total annual Fund operating expenses | 0.40% |
1 | Other expenses are based on estimated amounts for the current fiscal year. |
Year 1 | Year 3 |
$41 | $128 |
Investment Objective |
The SPDR MSCI Spain Quality Mix ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the equity market of Spain. |
Management fees | 0.30% |
Distribution and service (12b-1) fees | None |
Other expenses 1 | 0.00% |
Total annual Fund operating expenses | 0.30% |
1 | Other expenses are based on estimated amounts for the current fiscal year. |
Year 1 | Year 3 |
$31 | $97 |
Investment Objective |
The SPDR MSCI Taiwan Quality Mix ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the equity market of Taiwan. |
Management fees | 0.40% |
Distribution and service (12b-1) fees | None |
Other expenses 1 | 0.00% |
Total annual Fund operating expenses | 0.40% |
1 | Other expenses are based on estimated amounts for the current fiscal year. |
Year 1 | Year 3 |
$41 | $128 |
Investment Objective |
The SPDR MSCI United Kingdom Quality Mix ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the equity market of the United Kingdom. |
Management fees | 0.30% |
Distribution and service (12b-1) fees | None |
Other expenses 1 | 0.00% |
Total annual Fund operating expenses | 0.30% |
1 | Other expenses are based on estimated amounts for the current fiscal year. |
Year 1 | Year 3 |
$31 | $97 |
Investment Objective |
The SPDR Russell/Nomura PRIME Japan ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the Japanese equity market. |
Management fees | 0.50% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.50% |
Year 1 | Year 3 | Year 5 | Year 10 |
$51 | $160 | $280 | $628 |
One Year | Five Years |
Since
Inception
(11/9/06) |
|
Return Before Taxes | -3.89% | 5.28% | -0.29% |
Return After Taxes on Distributions | -4.29% | 4.96% | -0.56% |
Return After Taxes on Distributions and Sale of Fund Shares | -1.15% | 4.29% | -0.01% |
Russell/Nomura
PRIME Index
(Index returns reflect no deduction for fees, expenses or taxes) |
-3.04% | 5.96% | 0.33% |
Investment Objective |
The SPDR Russell/Nomura Small Cap Japan ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the Japanese small cap equity market. |
Management fees | 0.55% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.55% |
Year 1 | Year 3 | Year 5 | Year 10 |
$56 | $176 | $307 | $689 |
One Year | Five Years |
Since
Inception
(11/9/06) |
|
Return Before Taxes | -2.44% | 7.47% | 1.64% |
Return After Taxes on Distributions | -2.53% | 7.17% | 1.40% |
Return After Taxes on Distributions and Sale of Fund Shares | -1.04% | 5.99% | 1.38% |
Russell/Nomura
Small Cap Index
(Index returns reflect no deduction for fees, expenses or taxes) |
-0.46% | 9.01% | 2.79% |
Investment Objective |
The SPDR S&P Global Dividend ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return of an index that tracks stocks of global companies that offer high dividend yields. |
Management fees | 0.40% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.40% |
Year 1 | Year 3 | Year 5 | Year 10 |
$41 | $128 | $224 | $505 |
One Year |
Since
Inception
(5/29/13) |
|
Return Before Taxes | 4.69% | 9.49% |
Return After Taxes on Distributions | 2.97% | 7.88% |
Return After Taxes on Distributions and Sale of Fund Shares | 3.01% | 6.75% |
S&P
Global Dividend Aristocrats Index
(Index returns reflect no deduction for fees, expenses or taxes) |
4.55% | 9.43% |
Investment Objective |
The SPDR S&P International Dividend ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index that tracks exchange-listed common stocks of companies domiciled in countries outside the United States that offer high dividend yields. |
Management fees | 0.45% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.45% |
Year 1 | Year 3 | Year 5 | Year 10 |
$46 | $144 | $252 | $567 |
One Year | Five Years |
Since
Inception
(2/12/08) |
|
Return Before Taxes | -5.43% | 0.97% | -1.31% |
Return After Taxes on Distributions | -6.87% | -0.32% | -2.53% |
Return After Taxes on Distributions and Sale of Fund Shares | -2.23% | 0.86% | -0.85% |
S&P
International Dividend Opportunities Index
(Index returns reflect no deduction for fees, expenses or taxes) |
-4.17% | 2.16% | -0.27% |
Investment Objective |
The SPDR S&P International Mid Cap ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index that tracks the mid-capitalization segment of global markets outside the United States. |
Management fees | 0.45% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.45% |
Year 1 | Year 3 | Year 5 | Year 10 |
$46 | $144 | $252 | $567 |
One Year | Five Years |
Since
Inception
(5/7/08) |
|
Return Before Taxes | -3.50% | 8.06% | 2.21% |
Return After Taxes on Distributions | -5.66% | 6.39% | 0.78% |
Return After Taxes on Distributions and Sale of Fund Shares | -0.79% | 6.05% | 1.41% |
S&P
Developed Ex-U.S. between USD2 Billion and USD5 Billion Index
(Index returns reflect no deduction for fees, expenses or taxes) |
-1.90% | 8.69% | 2.89% |
Investment Objective |
The SPDR S&P Emerging Markets Small Cap ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index that tracks the small capitalization segment of global emerging market countries. |
Management fees | 0.65% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.65% |
Year 1 | Year 3 | Year 5 | Year 10 |
$66 | $208 | $362 | $810 |
One Year | Five Years |
Since
Inception
(5/12/08) |
|
Return Before Taxes | -1.55% | 1.70% | 0.32% |
Return After Taxes on Distributions | -2.25% | 0.92% | -0.37% |
Return After Taxes on Distributions and Sale of Fund Shares | -0.44% | 1.24% | 0.16% |
S&P
Emerging Markets Under USD2 Billion Index
(Index returns reflect no deduction for fees, expenses or taxes) |
0.48% | 3.78% | 2.74% |
Investment Objective |
The SPDR Dow Jones Global Real Estate ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the global real estate market. |
Management fees | 0.50% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.50% |
Year 1 | Year 3 | Year 5 | Year 10 |
$51 | $160 | $280 | $628 |
One Year | Five Years |
Since
Inception
(5/7/08) |
|
Return Before Taxes | 19.12% | 13.03% | 3.91% |
Return After Taxes on Distributions | 17.51% | 11.29% | 2.30% |
Return After Taxes on Distributions and Sale of Fund Shares | 10.81% | 9.59% | 2.27% |
Dow
Jones Global Select Real Estate Securities Index
(Index returns reflect no deduction for fees, expenses or taxes) |
18.81% | 12.86% | 3.62% |
Investment Objective |
The SPDR S&P International Consumer Discretionary Sector ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index that tracks the consumer discretionary sector of developed global markets outside the United States. |
Management fees | 0.50% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.50% |
Year 1 | Year 3 | Year 5 | Year 10 |
$51 | $160 | $280 | $628 |
One Year | Five Years |
Since
Inception
(7/16/08) |
|
Return Before Taxes | -3.67% | 11.13% | 8.37% |
Return After Taxes on Distributions | -4.21% | 10.88% | 8.14% |
Return After Taxes on Distributions and Sale of Fund Shares | -1.66% | 9.09% | 6.87% |
S&P
Developed Ex-U.S. BMI Consumer Discretionary Sector Index
(Index returns reflect no deduction for fees, expenses or taxes) |
-3.77% | 11.34% | 8.32% |
Investment Objective |
The SPDR S&P International Consumer Staples Sector ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index that tracks the consumer staples sector of developed global markets outside the United States. |
Management fees | 0.50% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.50% |
Year 1 | Year 3 | Year 5 | Year 10 |
$51 | $160 | $280 | $628 |
One Year | Five Years |
Since
Inception
(7/16/08) |
|
Return Before Taxes | -1.51% | 8.91% | 7.79% |
Return After Taxes on Distributions | -1.99% | 8.58% | 7.49% |
Return After Taxes on Distributions and Sale of Fund Shares | -0.27% | 7.27% | 6.40% |
S&P
Developed Ex-U.S. BMI Consumer Staples Sector Index
(Index returns reflect no deduction for fees, expenses or taxes) |
-0.24% | 10.16% | 9.21% |
Investment Objective |
The SPDR S&P International Energy Sector ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index that tracks the energy sector of developed global markets outside the United States. |
Management fees | 0.50% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.50% |
Year 1 | Year 3 | Year 5 | Year 10 |
$51 | $160 | $280 | $628 |
One Year | Five Years |
Since
Inception
(7/16/08) |
|
Return Before Taxes | -17.89% | -2.16% | -3.50% |
Return After Taxes on Distributions | -18.60% | -2.55% | -3.87% |
Return After Taxes on Distributions and Sale of Fund Shares | -9.48% | -1.24% | -2.24% |
S&P
Developed Ex-U.S. BMI Energy Sector Index
(Index returns reflect no deduction for fees, expenses or taxes) |
-17.61% | -1.27% | -2.59% |
Investment Objective |
The SPDR S&P International Financial Sector ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index that tracks the financial sector of developed global markets outside the United States. |
Management fees | 0.50% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.50% |
Year 1 | Year 3 | Year 5 | Year 10 |
$51 | $160 | $280 | $628 |
One Year | Five Years |
Since
Inception
(7/16/08) |
|
Return Before Taxes | -4.59% | 4.20% | 0.98% |
Return After Taxes on Distributions | -5.38% | 3.52% | 0.38% |
Return After Taxes on Distributions and Sale of Fund Shares | -2.12% | 3.38% | 0.86% |
S&P
Developed Ex-U.S. BMI Financials Sector Index
(Index returns reflect no deduction for fees, expenses or taxes) |
-3.54% | 5.22% | 1.61% |
Investment Objective |
The SPDR S&P International Health Care Sector ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index that tracks the health care sector of developed global markets outside the United States. |
Management fees | 0.50% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.50% |
Year 1 | Year 3 | Year 5 | Year 10 |
$51 | $160 | $280 | $628 |
One Year | Five Years |
Since
Inception
(7/16/08) |
|
Return Before Taxes | 7.30% | 12.16% | 8.85% |
Return After Taxes on Distributions | 6.98% | 11.88% | 8.60% |
Return After Taxes on Distributions and Sale of Fund Shares | 4.59% | 9.88% | 7.23% |
S&P
Developed Ex-U.S. BMI Health Care Sector Index
(Index returns reflect no deduction for fees, expenses or taxes) |
8.01% | 13.08% | 9.89% |
Investment Objective |
The SPDR S&P International Industrial Sector ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index that tracks the industrial sector of developed global markets outside the United States. |
Management fees | 0.50% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.50% |
Year 1 | Year 3 | Year 5 | Year 10 |
$51 | $160 | $280 | $628 |
One Year | Five Years |
Since
Inception
(7/16/08) |
|
Return Before Taxes | -6.80% | 6.46% | 3.10% |
Return After Taxes on Distributions | -7.26% | 6.22% | 2.87% |
Return After Taxes on Distributions and Sale of Fund Shares | -3.43% | 5.34% | 2.64% |
S&P
Developed Ex-U.S. BMI Industrial Sector Index
(Index returns reflect no deduction for fees, expenses or taxes) |
-5.99% | 7.80% | 3.80% |
Investment Objective |
The SPDR S&P International Materials Sector ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index that tracks the materials sector of developed global markets outside the United States. |
Management fees | 0.50% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.50% |
Year 1 | Year 3 | Year 5 | Year 10 |
$51 | $160 | $280 | $628 |
One Year | Five Years |
Since
Inception
(7/16/08) |
|
Return Before Taxes | -11.05% | -2.70% | -4.83% |
Return After Taxes on Distributions | -11.42% | -2.89% | -5.02% |
Return After Taxes on Distributions and Sale of Fund Shares | -5.78% | -1.74% | -3.33% |
S&P
Developed Ex-U.S. BMI Materials Sector Index
(Index returns reflect no deduction for fees, expenses or taxes) |
-10.37% | -1.57% | -3.35% |
Investment Objective |
The SPDR S&P International Technology Sector ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index that tracks the technology sector of developed global markets outside the United States. |
Management fees | 0.50% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.50% |
Year 1 | Year 3 | Year 5 | Year 10 |
$51 | $160 | $280 | $628 |
One Year | Five Years |
Since
Inception
(7/16/08) |
|
Return Before Taxes | 0.55% | 6.85% | 3.44% |
Return After Taxes on Distributions | 0.29% | 6.70% | 3.29% |
Return After Taxes on Distributions and Sale of Fund Shares | 0.61% | 5.55% | 2.81% |
S&P
Developed Ex-U.S. BMI Information Technology Sector Index
(Index returns reflect no deduction for fees, expenses or taxes) |
0.50% | 7.65% | 3.94% |
Investment Objective |
The SPDR S&P International Telecommunications Sector ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index that tracks the telecommunications sector of developed global markets outside the United States. |
Management fees | 0.50% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.50% |
Year 1 | Year 3 | Year 5 | Year 10 |
$51 | $160 | $280 | $628 |
One Year | Five Years |
Since
Inception
(7/16/08) |
|
Return Before Taxes | -3.23% | 8.03% | 5.05% |
Return After Taxes on Distributions | -6.07% | 6.88% | 4.05% |
Return After Taxes on Distributions and Sale of Fund Shares | 0.29% | 6.60% | 4.20% |
S&P
Developed Ex-U.S. BMI Telecommunication Services Sector Index
(Index returns reflect no deduction for fees, expenses or taxes) |
-2.42% | 9.12% | 6.11% |
Investment Objective |
The SPDR S&P International Utilities Sector ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index that tracks the utilities sector of developed global markets outside the United States. |
Management fees | 0.50% |
Distribution and service (12b-1) fees | None |
Other expenses | 0.00% |
Total annual Fund operating expenses | 0.50% |
Year 1 | Year 3 | Year 5 | Year 10 |
$51 | $160 | $280 | $628 |
One Year | Five Years |
Since
Inception
(7/16/08) |
|
Return Before Taxes | 3.12% | -0.66% | -3.54% |
Return After Taxes on Distributions | 2.20% | -1.33% | -4.14% |
Return After Taxes on Distributions and Sale of Fund Shares | 2.53% | -0.26% | -2.35% |
S&P
Developed Ex-U.S. BMI Utilities Sector Index
(Index returns reflect no deduction for fees, expenses or taxes) |
3.86% | 0.20% | -2.85% |
SPDR STOXX Europe 50
ETF
|
0.29% |
SPDR EURO STOXX 50
ETF
|
0.29% |
SPDR EURO STOXX Small Cap
ETF
|
0.45% (2) |
SPDR S&P Emerging Asia Pacific
ETF
|
0.59% |
SPDR S&P Small Cap Emerging Asia Pacific
ETF
|
0.65% |
SPDR S&P Russia
ETF
|
0.59% |
SPDR S&P China
ETF
|
0.59% |
SPDR S&P Emerging Markets
ETF
|
0.59% |
SPDR S&P Emerging Markets Dividend
ETF
|
0.59% |
SPDR S&P BRIC 40
ETF
|
0.50% |
SPDR S&P Emerging Europe
ETF
|
0.59% |
SPDR S&P Emerging Latin America
ETF
|
0.59% |
SPDR S&P Emerging Middle East & Africa
ETF
|
0.59% |
SPDR S&P World ex-US
ETF
|
0.34% |
SPDR S&P International Small Cap
ETF
|
0.59% |
SPDR Dow Jones International Real Estate
ETF
|
0.59% |
SPDR S&P Global Infrastructure
ETF
|
0.40% |
SPDR S&P Global Natural Resources
ETF
|
0.40% |
SPDR MSCI ACWI ex-US
ETF
|
0.34% |
SPDR MSCI ACWI IMI
ETF
|
0.25% |
SPDR MSCI ACWI Low Carbon Target
ETF
|
0.30% (5)(6) |
SPDR MSCI EM 50
ETF
|
0.50% |
SPDR MSCI EM Beyond BRIC
ETF
|
0.55% (1) |
SPDR MSCI EAFE
®
Quality Mix
ETF
|
0.30% (2) |
SPDR MSCI Emerging Markets Quality Mix
ETF
|
0.30% (2) |
SPDR MSCI World Quality Mix
ETF
|
0.30% (2) |
SPDR MSCI Australia Quality Mix
ETF
|
0.30% (3) |
SPDR MSCI Canada Quality Mix
ETF
|
0.30% (3) |
SPDR MSCI Germany Quality Mix
ETF
|
0.30% (3) |
SPDR MSCI Japan Quality Mix
ETF
|
0.30% (3) |
SPDR MSCI Mexico Quality Mix
ETF
|
0.40% (4) |
SPDR MSCI South Korea Quality Mix
ETF
|
0.40% (4) |
SPDR MSCI Spain Quality Mix
ETF
|
0.30% (3) |
SPDR MSCI Taiwan Quality Mix
ETF
|
0.40% (4) |
SPDR MSCI United Kingdom Quality Mix
ETF
|
0.30% (3) |
SPDR Russell/Nomura PRIME Japan
ETF
|
0.50% |
SPDR Russell/Nomura Small Cap Japan
ETF
|
0.55% |
SPDR S&P Global Dividend
ETF
|
0.40% |
SPDR S&P International Dividend
ETF
|
0.45% |
SPDR S&P International Mid Cap
ETF
|
0.45% |
SPDR S&P Emerging Markets Small Cap
ETF
|
0.65% |
SPDR Dow Jones Global Real Estate
ETF
|
0.50% |
SPDR S&P International Consumer Discretionary Sector
ETF
|
0.50% |
SPDR S&P International Consumer Staples Sector
ETF
|
0.50% |
SPDR S&P International Energy Sector
ETF
|
0.50% |
SPDR S&P International Financial Sector
ETF
|
0.50% |
SPDR S&P International Health Care Sector
ETF
|
0.50% |
SPDR S&P International Industrial Sector
ETF
|
0.50% |
SPDR S&P International Materials Sector
ETF
|
0.50% |
SPDR S&P International Technology Sector
ETF
|
0.50% |
SPDR S&P International Telecommunications Sector
ETF
|
0.50% |
SPDR S&P International Utilities Sector
ETF
|
0.50% |
(1) | The Fund commenced operations on December 4, 2013. |
(2) | The Fund commenced operations on June 4, 2014. |
(3) | The Fund commenced operations on June 11, 2014. |
(6) | The Adviser has contractually agreed to waive its advisory fee and reimburse certain expenses, until January 31, 2017, so that the Net annual Fund operating expenses of the Fund is limited to 0.20% of the Fund's average daily net assets before application of any fees and expenses not paid by the Adviser under the Investment Advisory Agreement. Such fees and expenses paid by the Adviser are limited to certain direct operating expenses of the Fund and, therefore, do not include the Fund's acquired fund fees and expenses, if any. The contractual fee waiver does not provide for the recoupment by the Adviser of any fees the Adviser previously waived. The Adviser may continue the waiver after the period, but there is no guarantee that the Adviser will do so and after January 31, 2017, the waiver may be cancelled or modified at any time. |
• | Sponsor, endorse, sell or promote the Funds. |
• | Recommend that any person invest in the Funds or any other securities. |
• | Have any responsibility or liability for or make any decisions about the timing, amount or pricing of Funds. |
• | Have any responsibility or liability for the administration, management or marketing of the Funds. |
• | Consider the needs of the Funds or the owners of the Funds in determining, composing or calculating the STOXX Indices or have any obligation to do so. |
• | STOXX AND ITS LICENSORS DO NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED AND DISCLAIM ANY AND ALL WARRANTY ABOUT: |
• | THE RESULTS TO BE OBTAINED BY THE FUNDS, THE OWNER OF THE FUNDS OR ANY OTHER PERSON IN CONNECTION WITH THE USE OF THE STOXX INDICES AND THE DATA INCLUDED IN THE STOXX INDICES; |
• | THE ACCURACY OR COMPLETENESS OF THE STOXX INDICES AND THEIR ASSOCIATED DATA; |
• | THE MERCHANTABILITY AND THE FITNESS FOR A PARTICULAR PURPOSE OR USE OF THE STOXX INDICES AND THEIR ASSOCIATED DATA; |
• | STOXX AND ITS LICENSORS WILL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS IN THE STOXX INDICES THEIR ASSOCIATED DATA; |
• | UNDER NO CIRCUMSTANCES WILL STOXX OR ITS LICENSORS BE LIABLE FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF STOXX OR ITS LICENSORS KNOWS THAT THEY MIGHT OCCUR. |
SPDR STOXX Europe 50 ETF | |||||||||
Year
Ended
9/30/14 |
Year
Ended
9/30/13 |
Year
Ended
9/30/12 |
Year
Ended
9/30/11 |
Year
Ended
9/30/10 |
|||||
Net asset value, beginning of
period
|
$ 36.47 | $ 31.50 | $ 28.26 | $ 33.39 | $ 35.31 | ||||
Income
(loss) from investment operations:
|
|||||||||
Net investment income
(loss)
(1)
|
2.03 (2) | 1.19 | 1.25 | 1.23 | 1.02 | ||||
Net realized and unrealized gain
(loss)
(3)
|
0.22 | 4.84 | 3.21 | (4.73) | (1.95) | ||||
Total from investment
operations
|
2.25 | 6.03 | 4.46 | (3.50) | (0.93) | ||||
Net equalization credits and
charges
(1)
|
0.11 | 0.13 | 0.04 | (0.03) | 0.06 | ||||
Other
capital
|
— | — | — | — | — | ||||
Distributions
to shareholders from:
|
|||||||||
Net investment
income
|
(1.97) | (1.19) | (1.26) | (1.60) | (1.05) | ||||
Total
distributions
|
(1.97) | (1.19) | (1.26) | (1.60) | (1.05) | ||||
Voluntary contribution from
Adviser
|
— | — | — | — | — | ||||
Net asset value, end of
period
|
$ 36.86 | $ 36.47 | $ 31.50 | $ 28.26 | $ 33.39 | ||||
Total
return
(6)
|
6.33% (2) | 19.94% (5) | 16.25% | (11.37)% | (2.52)% | ||||
Net assets, end of period (in
000's)
|
$261,730 | $109,419 | $37,809 | $29,684 | $38,407 | ||||
Ratio of expenses to average net
assets
|
0.29% | 0.29% | 0.29% | 0.30% | 0.31% | ||||
Ratio of net investment income (loss) to average net
assets
|
5.28% (2) | 3.47% | 4.12% | 3.55% | 3.05% | ||||
Portfolio turnover
rate
(9)
|
9% | 12% | 6% | 7% | 9% |
* | Commencement of operations. |
(1) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year. |
(2) | Net investment income per share and ratio of net investment income to average net assets reflect receipt of special dividends from portfolio holdings. The resulting increase to net investment income amounted to $0.76 per share and 1.96% of average net assets. If the special dividends were not received during the year ended September 30, 2014, the total return would have been 4.56%. |
(3) | Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund. |
(4) | Amount is less than $0.005 per share. |
(5) | If the Adviser had not made a contribution during the period ended September 30, 2013, the total return would have been 19.93% for SPDR STOXX Europe 50 ETF and would have remained 28.10% for SPDR EURO STOXX 50 ETF. |
(6) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Total return for periods of less than one year is not annualized. Broker commission charges are not included in this calculation. |
(7) | If the Adviser had not made a contribution during the period ended September 30, 2014, the total return would have been (15.54)%. |
(8) | Annualized |
(9) | Portfolio Turnover rate excludes securities received or delivered from in-kind processing of creations or redemptions. |
SPDR EURO STOXX 50 ETF |
SPDR
EURO STOXX Small Cap ETF |
|||||||||
Year Ended 9/30/14 |
Year Ended 9/30/13 |
Year Ended 9/30/12 |
Year Ended 9/30/11 |
Year Ended 9/30/10 |
For
the
Period 6/4/14*- 9/30/14 |
|||||
$ 38.33 | $ 30.96 | $ 28.72 | $ 36.90 | $ 41.34 | $60.00 | |||||
1.32 | 1.19 | 1.42 | 1.63 | 1.13 | 0.16 | |||||
1.46 | 7.19 | 1.77 | (8.23) | (4.47) | (9.47) | |||||
2.78 | 8.38 | 3.19 | (6.60) | (3.34) | (9.31) | |||||
0.06 | 0.13 | 0.35 | (0.00) (4) | 0.10 | — | |||||
— | — | — | — | — | — | |||||
(1.29) | (1.14) | (1.30) | (1.58) | (1.20) | (0.11) | |||||
(1.29) | (1.14) | (1.30) | (1.58) | (1.20) | (0.11) | |||||
— | — | — | — | — | 0.07 | |||||
$ 39.88 | $ 38.33 | $ 30.96 | $ 28.72 | $ 36.90 | $50.65 | |||||
7.20% | 28.10% (5) | 12.90% | (18.88)% | (7.48)% | 15.43)% (7) | |||||
$4,949,488 | $3,285,263 | $993,820 | $116,356 | $162,400 | $7,598 | |||||
0.29% | 0.29% | 0.29% | 0.30% | 0.31% | 0.45% (8) | |||||
3.16% | 3.43% | 4.78% | 4.29% | 3.03% | 0.89% (8) | |||||
6% | 8% | 9% | 7% | 8% | 30% |
SPDR S&P Emerging Asia Pacific ETF | |||||||||
Year
Ended
9/30/14 |
Year
Ended
9/30/13 |
Year
Ended
9/30/12 |
Year
Ended
9/30/11 |
Year
Ended
9/30/10 |
|||||
Net asset value, beginning of
period
|
$ 75.37 | $ 73.54 | $ 66.85 | $ 82.86 | $ 69.33 | ||||
Income
(loss) from investment operations:
|
|||||||||
Net investment income
(loss)
(1)
|
1.74 | 1.62 | 1.32 | 1.52 | 1.28 | ||||
Net realized and unrealized gain
(loss)
(2)
|
7.95 | 1.96 | 8.00 | (13.63) | 13.06 | ||||
Total from investment
operations
|
9.69 | 3.58 | 9.32 | (12.11) | 14.34 | ||||
Net equalization credits and
charges
(1)
|
— | — | — | — | — | ||||
Other
capital
|
— | — | — | — | — | ||||
Distributions
to shareholders from:
|
|||||||||
Net investment
income
|
(1.22) | (1.75) | (1.71) | (1.29) | (0.81) | ||||
Net realized
gains
|
— | — | (0.92) | (2.61) | — | ||||
Total
distributions
|
(1.22) | (1.75) | (2.63) | (3.90) | (0.81) | ||||
Net asset value, end of
period
|
$ 83.84 | $ 75.37 | $ 73.54 | $ 66.85 | $ 82.86 | ||||
Total
return
(4)
|
12.99% | 4.91% | 14.40% | (15.55)% | 20.85% | ||||
Net assets, end of period (in
000's)
|
$687,494 | $399,460 | $389,769 | $514,755 | $712,608 | ||||
Ratio of expenses to average net
assets
|
0.59% | 0.59% | 0.60% | 0.60% | 0.60% | ||||
Ratio of net investment income (loss) to average net
assets
|
2.17% | 2.14% | 1.87% | 1.83% | 1.74% | ||||
Portfolio turnover
rate
(6)
|
15% | 16% | 7% | 20% | 10% |
* | Commencement of operations. |
(1) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year. |
(2) | Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund. |
(3) | If the Adviser had not made a contribution during the period ended September 30, 2013, the total return would have been 8.23% for SPDR S&P Small Cap Emerging Asia Pacific ETF. |
(4) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Total return for periods of less than one year is not annualized. Broker commission charges are not included in this calculation. |
(5) | Annualized |
(6) | Portfolio Turnover rate excludes securities received or delivered from in-kind processing of creations or redemptions. |
SPDR S&P Small Cap Emerging Asia Pacific ETF | SPDR S&P Russia ETF | |||||||||||||
Year Ended 9/30/14 |
Year Ended 9/30/13 |
For
the
Period 1/11/12*- 9/30/12 |
Year Ended 9/30/14 |
Year Ended 9/30/13 |
Year Ended 9/30/12 |
Year Ended 9/30/11 |
For
the
Period 3/10/10*- 9/30/10 |
|||||||
$43.24 | $44.42 | $40.00 | $ 27.19 | $ 28.54 | $ 25.65 | $ 30.01 | $30.00 | |||||||
1.08 | 0.89 | 0.70 | 0.75 | 0.70 | 0.57 | 0.57 | 0.20 | |||||||
3.47 | 2.79 | 3.52 | (5.51) | (0.82) | 2.80 | (4.53) | (0.01) | |||||||
4.55 | 3.68 | 4.22 | (4.76) | (0.12) | 3.37 | (3.96) | 0.19 | |||||||
— | — | — | — | — | — | — | — | |||||||
0.30 | — | 0.20 | — | — | — | — | — | |||||||
(1.61) | (1.66) | — | (0.40) | (1.23) | (0.48) | (0.29) | (0.18) | |||||||
(2.69) | (3.20) | — | — | — | — | (0.11) | — | |||||||
(4.30) | (4.86) | — | (0.40) | (1.23) | (0.48) | (0.40) | (0.18) | |||||||
$43.79 | $43.24 | $44.42 | $ 22.03 | $ 27.19 | $ 28.54 | $ 25.65 | $30.01 | |||||||
12.05% | 8.31% (3) | 11.08% | (17.72)% | (0.41)% | 13.40% | (13.58)% | 0.72% | |||||||
$4,379 | $2,162 | $2,221 | $23,135 | $31,264 | $39,963 | $43,611 | $6,003 | |||||||
0.66% | 0.65% | 0.71% (5) | 0.60% | 0.60% | 0.59% | 0.59% | 0.59% (5) | |||||||
2.50% | 2.05% | 2.27% (5) | 2.94% | 2.56% | 2.05% | 1.56% | 1.25% (5) | |||||||
72% | 21% | 65% | 4% | 3% | 11% | 15% | 1% |
SPDR S&P China ETF | |||||||||
Year
Ended
9/30/14 |
Year
Ended
9/30/13 |
Year
Ended
9/30/12 |
Year
Ended
9/30/11 |
Year
Ended
9/30/10 |
|||||
Net asset value, beginning of
period
|
$ 74.18 | $ 65.45 | $ 57.68 | $ 76.14 | $ 66.50 | ||||
Income
(loss) from investment operations:
|
|||||||||
Net investment income
(loss)
(1)
|
1.77 | 1.63 | 1.68 | 1.31 | 1.03 | ||||
Net realized and unrealized gain
(loss)
(2)
|
1.93 | 8.72 | 7.56 | (18.48) | 9.44 | ||||
Total from investment
operations
|
3.70 | 10.35 | 9.24 | (17.17) | 10.47 | ||||
Net equalization credits and
charges
(1)
|
— | — | — | — | — | ||||
Other
capital
|
— | — | — | — | — | ||||
Distributions
to shareholders from:
|
|||||||||
Net investment
income
|
(1.46) | (1.62) | (1.47) | (1.29) | (0.83) | ||||
Net realized
gains
|
— | — | — | — | — | ||||
Return of
capital
|
— | — | — | — | — | ||||
Total
distributions
|
(1.46) | (1.62) | (1.47) | (1.29) | (0.83) | ||||
Net asset value, end of
period
|
$ 76.42 | $ 74.18 | $ 65.45 | $ 57.68 | $ 76.14 | ||||
Total
return
(4)
|
5.00% | 16.20% | 16.17% | (22.95)% | 15.87% | ||||
Net assets, end of period (in
000's)
|
$947,605 | $897,623 | $759,186 | $617,133 | $677,680 | ||||
Ratio of expenses to average net
assets
|
0.59% | 0.59% | 0.59% | 0.60% | 0.61% | ||||
Ratio of net investment income (loss) to average net
assets
|
2.33% | 2.31% | 2.56% | 1.71% | 1.46% | ||||
Portfolio turnover
rate
(6)
|
10% | 12% | 10% | 9% | 25% |
* | Commencement of operations. |
(1) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year. |
(2) | Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund. |
(3) | State Street reimbursed the Fund $6,299 due to a record keeping error. The impact of the reimbursement is less than $0.005. |
(4) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Total return for periods of less than one year is not annualized. Broker commission charges are not included in this calculation. |
(5) | Annualized |
(6) | Portfolio Turnover rate excludes securities received or delivered from in-kind processing of creations or redemptions. |
SPDR S&P Emerging Markets ETF | SPDR S&P Emerging Markets Dividend ETF | |||||||||||||||
Year Ended 9/30/14 |
Year Ended 9/30/13 |
Year Ended 9/30/12 |
Year Ended 9/30/11 |
Year Ended 9/30/10 |
Year Ended 9/30/14 |
Year Ended 9/30/13 |
Year Ended 9/30/12 |
For
the
Period 2/23/11*- 9/30/11 |
||||||||
$ 63.14 | $ 63.85 | $ 57.26 | $ 69.89 | $ 59.00 | $ 40.34 | $ 43.70 | $ 43.89 | $ 50.00 | ||||||||
1.39 | 1.38 | 1.48 | 1.36 | 1.09 | 1.77 | 2.45 | 3.18 | 2.32 | ||||||||
2.85 | (0.55) | 7.20 | (12.20) | 10.73 | (3.86) | (3.87) | (0.78) | (6.96) | ||||||||
4.24 | 0.83 | 8.68 | (10.84) | 11.82 | (2.09) | (1.42) | 2.40 | (4.64) | ||||||||
— | — | — | — | — | 0.04 | 0.09 | 0.01 | 0.43 | ||||||||
— | — | 0.00 (3) | — | — | 0.01 | 0.05 | — | — | ||||||||
(1.03) | (1.54) | (1.41) | (1.15) | (0.93) | (1.64) | (2.08) | (2.60) | (1.28) | ||||||||
— | — | (0.68) | (0.64) | — | — | — | — | — | ||||||||
— | — | — | — | — | — | — | — | (0.62) | ||||||||
(1.03) | (1.54) | (2.09) | (1.79) | (0.93) | (1.64) | (2.08) | (2.60) | (1.90) | ||||||||
$ 66.35 | $ 63.14 | $ 63.85 | $ 57.26 | $ 69.89 | $ 36.66 | $ 40.34 | $ 43.70 | $ 43.89 | ||||||||
6.73% | 1.31% | 15.58% | (16.06)% | 20.25% | (5.16)% | (2.80)% | 5.54% | (8.73)% | ||||||||
$285,285 | $189,412 | $166,023 | $154,600 | $216,661 | $491,217 | $538,651 | $301,515 | $54,862 | ||||||||
0.59% | 0.59% | 0.59% | 0.60% | 0.60% | 0.59% | 0.60% | 0.61% | 0.62% (5) | ||||||||
2.12% | 2.15% | 2.39% | 1.90% | 1.73% | 4.50% | 5.71% | 6.80% | 7.46% (5) | ||||||||
9% | 21% | 11% | 4% | 15% | 67% | 85% | 134% | 42% |
SPDR S&P BRIC 40 ETF | |||||||||
Year
Ended
9/30/14 |
Year
Ended
9/30/13 |
Year
Ended
9/30/12 |
Year
Ended
9/30/11 |
Year
Ended
9/30/10 |
|||||
Net asset value, beginning of
period
|
$ 23.34 | $ 22.97 | $ 20.92 | $ 25.84 | $ 23.03 | ||||
Income
(loss) from investment operations:
|
|||||||||
Net investment income
(loss)
(2)
|
0.54 | 0.57 | 0.54 | 0.60 | 0.43 | ||||
Net realized and unrealized gain
(loss)
(3)
|
(0.22) | 0.49 | 2.09 | (5.00) | 2.75 | ||||
Total from investment
operations
|
0.32 | 1.06 | 2.63 | (4.40) | 3.18 | ||||
Net equalization credits and
charges
(2)
|
— | — | — | — | — | ||||
Other
capital
|
— | — | 0.00 (4) | — | — | ||||
Distributions
to shareholders from:
|
|||||||||
Net investment
income
|
(0.43) | (0.69) | (0.58) | (0.52) | (0.37) | ||||
Total
distributions
|
(0.43) | (0.69) | (0.58) | (0.52) | (0.37) | ||||
Net asset value, end of
period
|
$ 23.23 | $ 23.34 | $ 22.97 | $ 20.92 | $ 25.84 | ||||
Total
return
(5)
|
1.35% | 4.95% | 12.82% | (17.49)% | 13.98% | ||||
Net assets, end of period (in
000's)
|
$155,662 | $247,441 | $296,324 | $374,453 | $459,991 | ||||
Ratio of expenses to average net
assets
|
0.50% | 0.50% | 0.50% | 0.51% | 0.52% | ||||
Ratio of net investment income (loss) to average net
assets
|
2.30% | 2.45% | 2.32% | 2.23% | 1.78% | ||||
Portfolio turnover
rate
(6)
|
7% | 9% | 13% | 10% | 10% |
(1) | Net investment income per share and the ratio of net investment income to average net assets reflect receipt of special dividends from portfolio holdings. The resulting increase to net investment income amounted to $0.21 per share and 0.24% of average net assets. If the special dividends were not received during the year ended September 30, 2011, the total return would have been (23.11)%. |
(2) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year. |
(3) | Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund. |
(4) | State Street reimbursed the Fund $29,705 due to a record keeping error. The impact of the reimbursement is less than $0.005. |
(5) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Broker commission charges are not included in this calculation. |
(6) | Portfolio Turnover rate excludes securities received or delivered from in-kind processing of creations or redemptions. |
SPDR S&P Emerging Europe ETF | SPDR S&P Emerging Latin America ETF | |||||||||||||||||
Year
Ended
9/30/14 |
Year
Ended
9/30/13 |
Year
Ended
9/30/12 |
Year
Ended
9/30/11 |
Year
Ended
9/30/10 |
Year
Ended
9/30/14 |
Year
Ended
9/30/13 |
Year
Ended
9/30/12 |
Year
Ended
9/30/11 |
Year
Ended
9/30/10 |
|||||||||
$ 40.26 | $ 41.26 | $ 37.16 | $ 45.55 | $ 39.42 | $ 64.16 | $ 71.28 | $ 64.12 | $ 84.48 | $ 69.92 | |||||||||
1.07 | 1.02 | 0.95 | 1.02 | 0.46 | 1.58 | 1.65 | 1.76 | 1.93 (1) | 1.57 | |||||||||
(5.43) | (0.37) | 4.22 | (8.73) | 6.06 | (2.77) | (7.23) | 7.40 | (20.76) | 14.73 | |||||||||
(4.36) | 0.65 | 5.17 | (7.71) | 6.52 | (1.19) | (5.58) | 9.16 | (18.83) | 16.30 | |||||||||
— | — | — | — | — | — | — | — | — | — | |||||||||
— | — | — | — | — | — | — | — | — | — | |||||||||
(0.71) | (1.65) | (1.07) | (0.68) | (0.39) | (1.46) | (1.54) | (2.00) | (1.53) | (1.74) | |||||||||
(0.71) | (1.65) | (1.07) | (0.68) | (0.39) | (1.46) | (1.54) | (2.00) | (1.53) | (1.74) | |||||||||
$ 35.19 | $ 40.26 | $ 41.26 | $ 37.16 | $ 45.55 | $ 61.51 | $ 64.16 | $ 71.28 | $ 64.12 | $ 84.48 | |||||||||
(11.01)% | 1.68% | 14.32% | (17.35)% | 16.74% | (1.88)% | (7.86)% | 14.49% | (22.78)% (1) | 23.73% | |||||||||
$66,865 | $76,485 | $86,639 | $118,917 | $232,325 | $49,208 | $70,575 | $114,055 | $121,832 | $211,194 | |||||||||
0.59% | 0.59% | 0.60% | 0.61% | 0.61% | 0.59% | 0.59% | 0.59% | 0.60% | 0.61% | |||||||||
2.77% | 2.48% | 2.41% | 2.04% | 1.07% | 2.50% | 2.35% | 2.43% | 2.27% (1) | 2.05% | |||||||||
15% | 6% | 6% | 10% | 21% | 5% | 10% | 7% | 12% | 23% |
SPDR S&P Emerging Middle East & Africa ETF | |||||||||
Year
Ended
9/30/14 |
Year
Ended
9/30/13 |
Year
Ended
9/30/12 |
Year
Ended
9/30/11 |
Year
Ended
9/30/10 |
|||||
Net asset value, beginning of
period
|
$ 67.53 | $ 70.76 | $ 62.01 | $ 71.33 | $ 58.74 | ||||
Income
(loss) from investment operations:
|
|||||||||
Net investment income
(loss)
(1)
|
1.47 | 1.52 | 2.13 | 1.87 | 1.33 | ||||
Net realized and unrealized gain
(loss)
(2)
|
2.87 | (3.17) | 9.44 | (9.65) | 12.51 | ||||
Total from investment
operations
|
4.34 | (1.65) | 11.57 | (7.78) | 13.84 | ||||
Net equalization credits and
charges
(1)
|
— | — | — | — | — | ||||
Other
capital
|
— | — | — | — | — | ||||
Distributions
to shareholders from:
|
|||||||||
Net investment
income
|
(1.71) | (1.58) | (2.82) | (1.54) | (1.25) | ||||
Net realized
gains
|
— | — | — | — | — | ||||
Total
distributions
|
(1.71) | (1.58) | (2.82) | (1.54) | (1.25) | ||||
Net asset value, end of
period
|
$ 70.16 | $ 67.53 | $ 70.76 | $ 62.01 | $ 71.33 | ||||
Total
return
(4)
|
6.51% | (2.38)% | 19.26% | (11.32)% | 23.91% | ||||
Net assets, end of period (in
000's)
|
$63,141 | $67,535 | $91,986 | $105,410 | $142,664 | ||||
Ratio of expenses to average net
assets
|
0.59% | 0.59% | 0.59% | 0.60% | 0.60% | ||||
Ratio of net investment income (loss) to average net
assets
|
2.09% | 2.26% | 3.17% | 2.55% | 2.12% | ||||
Portfolio turnover
rate
(5)
|
23% | 2% | 7% | 4% | 27% |
(1) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year. |
(2) | Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund. |
(3) | State Street reimbursed the Fund $13,909 due to a record keeping error. The impact of the reimbursement is less than $0.005. |
(4) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Broker commission charges are not included in this calculation. |
(5) | Portfolio Turnover rate excludes securities received or delivered from in-kind processing of creations or redemptions. |
SPDR S&P World ex-US ETF | SPDR S&P International Small Cap ETF | |||||||||||||||||
Year
Ended
9/30/14 |
Year
Ended
9/30/13 |
Year
Ended
9/30/12 |
Year
Ended
9/30/11 |
Year
Ended
9/30/10 |
Year
Ended
9/30/14 |
Year
Ended
9/30/13 |
Year
Ended
9/30/12 |
Year
Ended
9/30/11 |
Year
Ended
9/30/10 |
|||||||||
$ 28.00 | $ 23.91 | $ 21.37 | $ 24.19 | $ 23.58 | $ 32.82 | $ 27.49 | $ 25.79 | $ 27.92 | $ 25.45 | |||||||||
0.89 | 0.73 | 0.75 | 0.75 | 0.56 | 0.54 | 0.65 | 0.57 | 0.64 | 0.46 | |||||||||
0.40 | 4.04 | 2.38 | (2.89) | 0.56 | 0.36 | 5.37 | 2.08 | (2.14) | 2.42 | |||||||||
1.29 | 4.77 | 3.13 | (2.14) | 1.12 | 0.90 | 6.02 | 2.65 | (1.50) | 2.88 | |||||||||
— | — | — | — | — | — | — | — | — | — | |||||||||
— | — | — | — | — | — | — | 0.00 (3) | — | — | |||||||||
(0.83) | (0.68) | (0.59) | (0.68) | (0.51) | (0.96) | (0.69) | (0.75) | (0.63) | (0.41) | |||||||||
— | — | — | — | — | — | — | (0.20) | — | — | |||||||||
(0.83) | (0.68) | (0.59) | (0.68) | (0.51) | (0.96) | (0.69) | (0.95) | (0.63) | (0.41) | |||||||||
$ 28.46 | $ 28.00 | $ 23.91 | $ 21.37 | $ 24.19 | $ 32.76 | $ 32.82 | $ 27.49 | $ 25.79 | $ 27.92 | |||||||||
4.52% | 20.27% | 14.99% | (9.32)% | 4.99% | 2.69% | 22.25% | 10.74% | (5.72)% | 11.54% | |||||||||
$825,443 | $688,755 | $411,282 | $119,679 | $106,453 | $792,719 | $813,871 | $679,080 | $729,907 | $622,564 | |||||||||
0.34% | 0.34% | 0.34% | 0.35% | 0.35% | 0.60% | 0.59% | 0.59% | 0.61% | 0.60% | |||||||||
3.06% | 2.79% | 3.28% | 2.94% | 2.44% | 1.59% | 2.20% | 2.16% | 2.12% | 1.81% | |||||||||
17% | 2% | 8% | 2% | 7% | 51% | 21% | 2% | 22% | 17% |
SPDR Dow Jones International Real Estate ETF | |||||||||
Year
Ended
9/30/14 |
Year
Ended
9/30/13 |
Year
Ended
9/30/12 |
Year
Ended
9/30/11 |
Year
Ended
9/30/10 |
|||||
Net asset value, beginning of
period
|
$ 42.00 | $ 39.29 | $ 32.70 | $ 38.39 | $ 35.53 | ||||
Income
(loss) from investment operations:
|
|||||||||
Net investment income
(loss)
(1)
|
1.39 | 1.29 | 1.41 | 1.57 | 1.34 | ||||
Net realized and unrealized gain
(loss)
(2)
|
0.16 | 4.01 | 5.67 | (3.82) | 2.84 | ||||
Total from investment
operations
|
1.55 | 5.30 | 7.08 | (2.25) | 4.18 | ||||
Net equalization credits and
charges
(1)
|
(0.06) | 0.02 | 1.06 | 0.09 | (0.01) | ||||
Distributions
to shareholders from:
|
|||||||||
Net investment
income
|
(1.95) | (2.61) | (1.55) | (3.53) | (1.31) | ||||
Total
distributions
|
(1.95) | (2.61) | (1.55) | (3.53) | (1.31) | ||||
Net asset value, end of
period
|
$ 41.54 | $ 42.00 | $ 39.29 | $ 32.70 | $ 38.39 | ||||
Total
return
(4)
|
3.57% | 13.83% (3) | 25.52% | (6.76)% | 12.15% | ||||
Net assets, end of period (in
000's)
|
$4,903,056 | $4,045,899 | $3,136,658 | $1,996,074 | $1,314,261 | ||||
Ratio of expenses to average net
assets
|
0.59% | 0.59% | 0.59% | 0.61% | 0.60% | ||||
Ratio of net investment income (loss) to average net
assets
|
3.27% | 3.10% | 3.96% | 4.05% | 3.86% | ||||
Portfolio turnover
rate
(6)
|
8% | 11% | 11% | 10% | 7% |
* | Commencement of operations. |
(1) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year. |
(2) | Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund. |
(3) | If the Adviser had not made a contribution during the period ended September 30, 2013, the total return would have remained 13.83% for SPDR Dow Jones International Real Estate ETF. |
(4) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Total return for periods of less than one year is not annualized. Broker commission charges are not included in this calculation. |
(5) | Annualized |
(6) | Portfolio Turnover rate excludes securities received or delivered from in-kind processing of creations or redemptions. |
(7) | Amount shown represents less than 0.5%. |
SPDR S&P Global Infrastructure ETF | SPDR S&P Global Natural Resources ETF | |||||||||||||||||
Year Ended 9/30/14 |
Year Ended 9/30/13 |
Year Ended 9/30/12 |
Year Ended 9/30/11 |
Year Ended 9/30/10 |
Year Ended 9/30/14 |
Year Ended 9/30/13 |
Year Ended 9/30/12 |
Year Ended 9/30/11 |
For
the
Period 9/13/10*- 9/30/10 |
|||||||||
$ 43.51 | $ 40.42 | $ 38.94 | $ 40.91 | $ 41.94 | $ 48.54 | $ 50.90 | $ 45.94 | $ 50.76 | $50.00 | |||||||||
1.68 | 1.99 | 1.60 | 1.71 | 1.47 | 1.33 | 1.30 | 1.14 | 1.23 | 0.03 | |||||||||
5.20 | 2.71 | 1.53 | (2.03) | (0.88) | (0.10) | (2.41) | 4.78 | (5.44) | 0.73 | |||||||||
6.88 | 4.70 | 3.13 | (0.32) | 0.59 | 1.23 | (1.11) | 5.92 | (4.21) | 0.76 | |||||||||
— | — | — | — | — | — | — | — | — | — | |||||||||
(1.55) | (1.61) | (1.65) | (1.65) | (1.62) | (1.15) | (1.25) | (0.96) | (0.61) | — | |||||||||
(1.55) | (1.61) | (1.65) | (1.65) | (1.62) | (1.15) | (1.25) | (0.96) | (0.61) | — | |||||||||
$ 48.84 | $ 43.51 | $ 40.42 | $ 38.94 | $ 40.91 | $ 48.62 | $ 48.54 | $ 50.90 | $ 45.94 | $50.76 | |||||||||
15.95% | 11.99% | 8.20% | (1.04)% | 1.63% | 2.39% | (2.09)% | 13.07% | (8.56)% | 1.52% | |||||||||
$112,333 | $52,217 | $36,378 | $35,045 | $53,186 | $595,617 | $407,763 | $414,852 | $163,076 | $7,615 | |||||||||
0.41% | 0.50% | 0.59% | 0.60% | 0.61% | 0.40% | 0.40% | 0.40% | 0.40% | 0.38% (5) | |||||||||
3.51% | 4.79% | 4.02% | 4.07% | 3.63% | 2.63% | 2.63% | 2.28% | 2.13% | 1.10% (5) | |||||||||
14% | 74% | 10% | 6% | 6% | 18% | 31% | 18% | 32% | 0% (7) |
SPDR MSCI ACWI ex-US ETF | |||||||||
Year
Ended
9/30/14 |
Year
Ended
9/30/13 |
Year
Ended
9/30/12 |
Year
Ended
9/30/11 |
Year
Ended
9/30/10 |
|||||
Net asset value, beginning of
period
|
$ 34.29 | $ 30.49 | $ 27.55 | $ 31.77 | $ 30.38 | ||||
Income
(loss) from investment operations:
|
|||||||||
Net investment income
(loss)
(1)
|
1.17 | 0.90 | 0.89 | 0.95 | 0.73 | ||||
Net realized and unrealized gain
(loss)
(2)
|
0.72 | 3.88 | 2.93 | (4.28) | 1.35 | ||||
Total from investment
operations
|
1.89 | 4.78 | 3.82 | (3.33) | 2.08 | ||||
Net equalization credits and
charges
(1)
|
— | — | — | — | — | ||||
Distributions
to shareholders from:
|
|||||||||
Net investment
income
|
(1.09) | (0.98) | (0.88) | (0.89) | (0.69) | ||||
Net realized
gains
|
— | — | — | — | — | ||||
Total
distributions
|
(1.09) | (0.98) | (0.88) | (0.89) | (0.69) | ||||
Net asset value, end of
period
|
$ 35.09 | $ 34.29 | $ 30.49 | $ 27.55 | $ 31.77 | ||||
Total
return
(3)
|
5.43% | 15.96% | 14.20% | (10.99)% | 7.13% | ||||
Net assets, end of period (in
000's)
|
$575,494 | $493,824 | $384,218 | $363,713 | $393,909 | ||||
Ratio of expenses to average net
assets
|
0.35% | 0.34% | 0.34% | 0.35% | 0.35% | ||||
Ratio of net investment income (loss) to average net
assets
|
3.25% | 2.76% | 3.03% | 2.85% | 2.43% | ||||
Portfolio turnover
rate
(6)
|
3% | 2% | 8% | 4% | 3% |
* | Commencement of operations. |
(1) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year. |
(2) | Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund. |
(3) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Total return for periods of less than one year is not annualized. Broker commission charges are not included in this calculation. |
(4) | Annualized |
(5) | Amount shown represents less than 0.5%. |
(6) | Portfolio Turnover rate excludes securities received or delivered from in-kind processing of creations or redemptions. |
SPDR MSCI ACWI IMI ETF | SPDR MSCI EM 50 ETF | |||||||||
Year Ended 9/30/14 |
Year Ended 9/30/13 |
For
the
Period 2/27/12*- 9/30/12 |
Year Ended 9/30/14 |
Year Ended 9/30/13 |
For
the
Period 2/27/12*- 9/30/12 |
|||||
$ 58.20 | $50.04 | $50.00 | $47.10 | $47.31 | $50.00 | |||||
1.48 | 1.30 | 0.88 | 1.15 | 0.92 | 0.86 | |||||
5.39 | 8.16 | (0.30) | 0.59 | 0.34 | (3.09) | |||||
6.87 | 9.46 | 0.58 | 1.74 | 1.26 | (2.23) | |||||
— | — | — | — | — | — | |||||
(1.21) | (1.28) | (0.54) | (0.74) | (1.47) | (0.46) | |||||
(0.04) | (0.02) | — | — | — | — | |||||
(1.25) | (1.30) | (0.54) | (0.74) | (1.47) | (0.46) | |||||
$ 63.82 | $58.20 | $50.04 | $48.10 | $47.10 | $47.31 | |||||
11.77% | 19.15% | 1.28% | 3.67% | 2.74% | (4.37)% | |||||
$57,434 | $5,820 | $5,004 | $2,405 | $2,355 | $4,731 | |||||
0.25% | 0.25% | 0.25% (4) | 0.50% | 0.50% | 0.50% (4) | |||||
2.31% | 2.40% | 3.08% (4) | 2.39% | 1.97% | 3.16% (4) | |||||
0% (5) | 0% (5) | 0% (5) | 17% | 7% | 4% |
SPDR
MSCI EM Beyond BRIC ETF |
|
For
the
Period 12/4/13*- 9/30/14 |
|
Net asset value, beginning of
period
|
$60.00 |
Income
(loss) from investment operations:
|
|
Net investment income
(loss)
(1)
|
0.77 |
Net realized and unrealized gain
(loss)
(2)
|
1.86 |
Total from investment
operations
|
2.63 |
Net equalization credits and
charges
(1)
|
— |
Other
capital
|
— |
Distributions
to shareholders from:
|
|
Net investment
income
|
(0.49) |
Total
distributions
|
(0.49) |
Net asset value, end of
period
|
$62.14 |
Total
return
(3)
|
4.38% |
Net assets, end of period (in
000's)
|
$3,107 |
Ratio of expenses to average net
assets
|
0.56% (4) |
Ratio of net investment income (loss) to average net
assets
|
1.52% (4) |
Portfolio turnover
rate
(5)
|
50% |
* | Commencement of operations. |
(1) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year. |
(2) | Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund. |
(3) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Total return for periods of less than one year is not annualized. Broker commission charges are not included in this calculation. |
(4) | Annualized |
(5) | Portfolio Turnover rate excludes securities received or delivered from in-kind processing of creations or redemptions. |
(6) | Amount shown represents less than 0.5%. |
SPDR MSCI EAFE Quality Mix ETF |
SPDR
MSCI Emerging Markets Quality Mix ETF |
SPDR MSCI World Quality Mix ETF |
SPDR MSCI Australia Quality Mix ETF |
|||
For
the
Period 6/4/14*- 9/30/14 |
For
the
Period 6/4/14*- 9/30/14 |
For
the
Period 6/4/14*- 9/30/14 |
For
the
Period 6/11/14*- 9/30/14 |
|||
$60.00 | $60.00 | $60.00 | $60.00 | |||
0.45 | 0.77 | 0.37 | 1.10 | |||
(3.14) | (1.23) | (0.38) | (5.20) | |||
(2.69) | (0.46) | (0.01) | (4.10) | |||
— | — | — | — | |||
— | 0.06 | — | — | |||
(0.03) | (0.01) | (0.04) | — | |||
(0.03) | (0.01) | (0.04) | — | |||
$57.28 | $59.59 | $59.95 | $55.90 | |||
(4.48)% | (0.65)% | (0.02)% | (6.84)% | |||
$5,728 | $5,959 | $5,995 | $5,590 | |||
0.30% (4) | 0.31% (4) | 0.30% (4) | 0.30% (4) | |||
2.35% (4) | 3.85% (4) | 1.90% (4) | 5.99% (4) | |||
0% (6) | 0% (6) | 0% (6) | 1% |
SPDR
MSCI Canada Quality Mix ETF |
|
For
the
Period 6/11/14*- 9/30/14 |
|
Net asset value, beginning of
period
|
$60.00 |
Income
(loss) from investment operations:
|
|
Net investment income
(loss)
(1)
|
0.39 |
Net realized and unrealized gain
(loss)
(4)
|
(0.55) |
Total from investment
operations
|
(0.16) |
Net equalization credits and
charges
(1)
|
— |
Distributions
to shareholders from:
|
|
Net investment
income
|
(0.02) |
Total
distributions
|
(0.02) |
Net asset value, end of
period
|
$59.82 |
Total
return
(5)
|
(0.26)% |
Net assets, end of period (in
000's)
|
$2,991 |
Ratio of expenses to average net
assets
|
0.30% (6) |
Ratio of net investment income (loss) to average net
assets
|
2.06% (6) |
Portfolio turnover
rate
(7)
|
2% |
* | Commencement of operations. |
(1) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year. |
(2) | Net investment income per share and ratio of net investment income to average net assets reflect receipt of special dividends from portfolio holdings. The resulting increase to net investment income amounted to $0.02 per share and 0.04% of average net assets. If the special dividends were not received during the year ended September 30, 2014, the total return would have been (10.73)%. |
(3) | Amount is less than $0.005 per share. |
(4) | Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund. |
(5) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Total return for periods of less than one year is not annualized. Broker commission charges are not included in this calculation. |
(6) | Annualized |
(7) | Portfolio Turnover rate excludes securities received or delivered from in-kind processing of creations or redemptions. |
SPDR MSCI Germany Quality Mix ETF |
SPDR MSCI Japan Quality Mix ETF |
SPDR MSCI Mexico Quality Mix ETF |
SPDR
MSCI South Korea Quality Mix ETF |
|||
For
the
Period 6/11/14*- 9/30/14 |
For
the
Period 6/11/14*- 9/30/14 |
For
the
Period 9/16/14*- 9/30/14 |
For
the
Period 9/16/14*- 9/30/14 |
|||
$ 60.00 | $60.00 | $30.00 | $30.00 | |||
0.02 (2) | 0.41 | — (3) | — (3) | |||
(6.44) | 0.05 | (1.17) | (1.46) | |||
(6.42) | 0.46 | (1.17) | (1.46) | |||
— | — | — | — | |||
(0.00) (3) | — | — | — | |||
— | — | — | — | |||
$ 53.58 | $60.46 | $28.83 | $28.54 | |||
(10.70)% (2) | 0.76% | (3.90)% | (4.85)% | |||
$ 5,358 | $6,046 | $2,883 | $2,854 | |||
0.30% (6) | 0.30% (6) | 0.40% (6) | 0.40% (6) | |||
0.11% (2)(6) | 2.21% (6) | 0.37% (6) | (0.40)% (6) | |||
1% | 0% | 0% | 1% |
SPDR
MSCI Spain Quality Mix ETF |
|
For
the
Period 6/11/14*- 9/30/14 |
|
Net asset value, beginning of
period
|
$60.00 |
Income
(loss) from investment operations:
|
|
Net investment income
(loss)
(1)
|
0.67 (2) |
Net realized and unrealized gain
(loss)
(4)
|
(5.56) |
Total from investment
operations
|
(4.89) |
Net equalization credits and
charges
(1)
|
— |
Distributions
to shareholders from:
|
|
Net investment
income
|
(0.06) |
Total
distributions
|
(0.06) |
Net asset value, end of
period
|
$55.05 |
Total
return
(4)
|
(8.16)% (2) |
Net assets, end of period (in
000's)
|
$8,258 |
Ratio of expenses to average net
assets
|
0.30% (6) |
Ratio of net investment income (loss) to average net
assets
|
3.83% (2)(6) |
Portfolio turnover
rate
(8)
|
1% |
* | Commencement of operations. |
(1) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year. |
(2) | Net investment income per share and ratio of net investment income to average net assets reflect receipt of special dividends from portfolio holdings. The resulting increase to net investment income amounted to $0.08 per share and 0.14% of average net assets. If the special dividends were not received during the year ended September 30, 2014, the total return would have been (8.28)%. |
(3) | Net investment income per share and ratio of net investment income to average net assets reflect receipt of special dividends from portfolio holdings. The resulting increase to net investment income amounted to $0.10 per share and 0.18% of average net assets. If the special dividends were not received during the year ended September 30, 2014, the total return would have been (5.02)%. |
(4) | Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund. |
(5) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Total return for periods of less than one year is not annualized. Broker commission charges are not included in this calculation. |
(6) | Annualized |
(7) | Amount shown represents less than 0.5%. |
(8) | Portfolio Turnover rate excludes securities received or delivered from in-kind processing of creations or redemptions. |
SPDR MSCI Taiwan Quality Mix ETF |
SPDR
MSCI United Kingdom Quality Mix ETF |
SPDR Russell/Nomura PRIME Japan ETF |
||||||||||
For
the
Period 9/16/14*- 9/30/14 |
For
the
Period 6/11/14*- 9/30/14 |
Year Ended 9/30/14 |
Year Ended 9/30/13 |
Year Ended 9/30/12 |
Year Ended 9/30/11 |
Year Ended 9/30/10 |
||||||
$60.00 | $60.00 | $ 45.33 | $ 35.57 | $ 37.12 | $ 37.80 | $ 38.41 | ||||||
(0.01) | 0.62 (3) | 0.47 | 0.92 | 0.66 | 0.85 | 0.50 | ||||||
(2.16) | (3.53) | (0.01) | 9.34 | (1.55) | (0.56) | (0.58) | ||||||
(2.17) | (2.91) | 0.46 | 10.26 | (0.89) | 0.29 | (0.08) | ||||||
— | — | — | — | — | — | — | ||||||
— | (0.01) | (0.59) | (0.50) | (0.66) | (0.97) | (0.53) | ||||||
— | (0.01) | (0.59) | (0.50) | (0.66) | (0.97) | (0.53) | ||||||
$57.83 | $57.08 | $ 45.20 | $ 45.33 | $ 35.57 | $ 37.12 | $ 37.80 | ||||||
(3.61)% | (4.86)% (3) | 1.01% | 29.11% | (2.33)% | 0.56% | (0.14)% | ||||||
$5,783 | $5,708 | $27,122 | $126,911 | $14,227 | $14,846 | $15,119 | ||||||
0.40% (6) | 0.30% (6) | 0.50% | 0.50% | 0.50% | 0.51% | 0.51% | ||||||
(0.37)% (6) | 3.40% (3)(6) | 1.06% | 2.18% | 1.83% | 2.16% | 1.34% | ||||||
0% | 0% (7) | 4% | 0% (5) | 1% | 3% | 3% |
SPDR Russell/Nomura Small Cap Japan ETF | |||||||||
Year
Ended
9/30/14 |
Year
Ended
9/30/13 |
Year
Ended
9/30/12 |
Year
Ended
9/30/11 |
Year
Ended
9/30/10 |
|||||
Net asset value, beginning of
period
|
$ 51.37 | $ 41.65 | $ 43.79 | $ 39.65 | $ 40.51 | ||||
Income
(loss) from investment operations:
|
|||||||||
Net investment income
(loss)
(1)
|
0.53 | 0.61 | 0.64 | 0.69 | 0.53 | ||||
Net realized and unrealized gain
(loss)
(2)
|
(0.36) | 9.79 | (2.00) | 4.12 | (0.73) | ||||
Total from investment
operations
|
0.17 | 10.40 | (1.36) | 4.81 | (0.20) | ||||
Net equalization credits and
charges
(1)
|
— | — | — | — | — | ||||
Distributions
to shareholders from:
|
|||||||||
Net investment
income
|
(1.37) | (0.68) | (0.78) | (0.67) | (0.66) | ||||
Total
distributions
|
(1.37) | (0.68) | (0.78) | (0.67) | (0.66) | ||||
Net asset value, end of
period
|
$ 50.17 | $ 51.37 | $ 41.65 | $ 43.79 | $ 39.65 | ||||
Total
return
(4)
|
0.31% | 25.23% | (3.05)% | 12.17% | (0.41)% | ||||
Net assets, end of period (in
000's)
|
$72,751 | $97,606 | $64,563 | $98,537 | $67,412 | ||||
Ratio of expenses to average net
assets
|
0.55% | 0.55% | 0.55% | 0.56% | 0.56% | ||||
Ratio of net investment income (loss) to average net
assets
|
1.05% | 1.34% | 1.54% | 1.63% | 1.37% | ||||
Portfolio turnover
rate
(6)
|
28% | 13% | 22% | 10% | 24% |
* | Commencement of operations. |
(1) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year. |
(2) | Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund. |
(3) | Amount is less than $0.005 per share. |
(4) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Total return for periods of less than one year is not annualized. Broker commission charges are not included in this calculation. |
(5) | Annualized |
(6) | Portfolio Turnover rate excludes securities received or delivered from in-kind processing of creations or redemptions. |
SPDR S&P Global Dividend ETF | SPDR S&P International Dividend ETF | |||||||||||
Year Ended 9/30/14 |
For
the
Period 5/29/13*- 9/30/13 |
Year Ended 9/30/14 |
Year Ended 9/30/13 |
Year Ended 9/30/12 |
Year Ended 9/30/11 |
Year Ended 9/30/10 |
||||||
$ 63.33 | $60.00 | $ 46.60 | $ 45.27 | $ 45.07 | $ 53.88 | $ 52.49 | ||||||
2.99 | 0.75 | 2.41 | 3.27 | 3.29 | 3.48 | 2.32 | ||||||
1.32 | 3.20 | (0.29) | 1.20 | (0.22) | (9.35) | 1.26 | ||||||
4.31 | 3.95 | 2.12 | 4.47 | 3.07 | (5.87) | 3.58 | ||||||
0.06 | 0.01 | 0.03 | (0.00) (3) | 0.14 | 0.37 | 0.06 | ||||||
(2.81) | (0.63) | (2.42) | (3.14) | (3.01) | (3.31) | (2.25) | ||||||
(2.81) | (0.63) | (2.42) | (3.14) | (3.01) | (3.31) | (2.25) | ||||||
$ 64.89 | $63.33 | $ 46.33 | $ 46.60 | $ 45.27 | $ 45.07 | $ 53.88 | ||||||
6.85% | 6.61% | 4.43% | 10.24% | 7.45% | (11.06)% | 7.34% | ||||||
$29,200 | $9,499 | $1,450,114 | $1,304,826 | $1,000,522 | $482,266 | $258,705 | ||||||
0.40% | 0.40% (5) | 0.46% | 0.45% | 0.45% | 0.46% | 0.46% | ||||||
4.46% | 3.61% (5) | 4.96% | 6.97% | 7.11% | 6.24% | 4.48% | ||||||
37% | 10% | 62% | 121% | 127% | 142% | 131% |
SPDR S&P International Mid Cap ETF | |||||||||
Year
Ended
9/30/14 |
Year
Ended
9/30/13 |
Year
Ended
9/30/12 |
Year
Ended
9/30/11 |
Year
Ended
9/30/10 |
|||||
Net asset value, beginning of
period
|
$ 33.14 | $ 27.69 | $ 26.04 | $ 28.76 | $ 27.14 | ||||
Income
(loss) from investment operations:
|
|||||||||
Net investment income
(loss)
(1)
|
0.66 | 0.67 | 0.68 | 0.76 | 0.55 | ||||
Net realized and unrealized gain
(loss)
(2)
|
0.88 | 5.60 | 2.57 | (2.31) | 2.31 | ||||
Total from investment
operations
|
1.54 | 6.27 | 3.25 | (1.55) | 2.86 | ||||
Net equalization credits and
charges
(1)
|
— | — | — | — | — | ||||
Other
capital
|
— | — | — | — | — | ||||
Distributions
to shareholders from:
|
|||||||||
Net investment
income
|
(0.75) | (0.75) | (0.84) | (0.70) | (0.50) | ||||
Net realized
gains
|
(1.91) | (0.07) | (0.76) | (0.47) | (0.74) | ||||
Total
distributions
|
(2.66) | (0.82) | (1.60) | (1.17) | (1.24) | ||||
Net asset value, end of
period
|
$ 32.02 | $ 33.14 | $ 27.69 | $ 26.04 | $ 28.76 | ||||
Total
return
(3)
|
4.63% | 23.07% | 13.27% | (6.00)% | 11.11% | ||||
Net assets, end of period (in
000's)
|
$70,446 | $46,399 | $35,993 | $36,461 | $30,196 | ||||
Ratio of expenses to average net
assets
|
0.46% | 0.45% | 0.45% | 0.46% | 0.46% | ||||
Ratio of net investment income (loss) to average net
assets
|
1.98% | 2.23% | 2.56% | 2.49% | 2.07% | ||||
Portfolio turnover
rate
(5)
|
41% | 53% | 28% | 32% | 31% |
(1) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year. |
(2) | Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund. |
(3) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Broker commission charges are not included in this calculation. |
(4) | If the Adviser had not made a contribution during the period ended September 30, 2013, the total return would have remained 6.29% for SPDR S&P Emerging Markets Small Cap ETF. |
(5) | Portfolio Turnover rate excludes securities received or delivered from in-kind processing of creations or redemptions. |
SPDR S&P Emerging Markets Small Cap ETF | SPDR Dow Jones Global Real Estate ETF | |||||||||||||||||
Year
Ended
9/30/14 |
Year
Ended
9/30/13 |
Year
Ended
9/30/12 |
Year
Ended
9/30/11 |
Year
Ended
9/30/10 |
Year
Ended
9/30/14 |
Year
Ended
9/30/13 |
Year
Ended
9/30/12 |
Year
Ended
9/30/11 |
Year
Ended
9/30/10 |
|||||||||
$ 46.15 | $ 44.43 | $ 40.57 | $ 54.62 | $ 43.78 | $ 42.16 | $ 40.56 | $ 32.58 | $ 36.00 | $ 31.18 | |||||||||
1.01 | 0.95 | 0.96 | 0.99 | 1.06 | 1.23 | 1.16 | 1.12 | 1.16 | 1.11 | |||||||||
2.11 | 1.81 | 5.15 | (13.25) | 10.65 | 2.24 | 2.21 | 7.52 | (2.00) | 4.88 | |||||||||
3.12 | 2.76 | 6.11 | (12.26) | 11.71 | 3.47 | 3.37 | 8.64 | (0.84) | 5.99 | |||||||||
— | — | — | — | — | 0.07 | 0.10 | 0.58 | 0.08 | 0.02 | |||||||||
0.05 | 0.03 | 0.04 | — | — | — | — | — | — | — | |||||||||
(1.01) | (1.07) | (0.92) | (0.34) | (0.19) | (1.46) | (1.87) | (1.24) | (2.66) | (1.19) | |||||||||
— | — | (1.37) | (1.45) | (0.68) | — | — | — | — | — | |||||||||
(1.01) | (1.07) | (2.29) | (1.79) | (0.87) | (1.46) | (1.87) | (1.24) | (2.66) | (1.19) | |||||||||
$ 48.31 | $ 46.15 | $ 44.43 | $ 40.57 | $ 54.62 | $ 44.24 | $ 42.16 | $ 40.56 | $ 32.58 | $ 36.00 | |||||||||
6.90% | 6.29% (4) | 16.09% | (23.36)% | 27.05% | 8.44% | 8.61% | 28.56% | (2.80)% | 19.71% | |||||||||
$570,082 | $761,466 | $897,446 | $908,812 | $797,411 | $1,473,132 | $1,003,377 | $543,476 | $273,706 | $140,388 | |||||||||
0.65% | 0.65% | 0.66% | 0.66% | 0.66% | 0.50% | 0.50% | 0.50% | 0.50% | 0.51% | |||||||||
2.10% | 2.05% | 2.27% | 1.85% | 2.19% | 2.77% | 2.71% | 2.96% | 3.08% | 3.42% | |||||||||
23% | 18% | 22% | 70% | 85% | 7% | 8% | 8% | 9% | 7% |
SPDR S&P International Consumer Discretionary Sector ETF | |||||||||
Year
Ended
9/30/14 |
Year
Ended
9/30/13 |
Year
Ended
9/30/12 |
Year
Ended
9/30/11 |
Year
Ended
9/30/10 |
|||||
Net asset value, beginning of
period
|
$ 37.95 | $ 27.65 | $25.05 | $ 26.90 | $ 24.12 | ||||
Income
(loss) from investment operations:
|
|||||||||
Net investment income
(loss)
(1)
|
0.72 | 0.68 | 0.52 | 0.47 | 0.41 | ||||
Net realized and unrealized gain
(loss)
(2)
|
(1.00) | 10.26 | 3.11 | (1.79) | 2.69 | ||||
Total from investment
operations
|
(0.28) | 10.94 | 3.63 | (1.32) | 3.10 | ||||
Net equalization credits and
charges
(1)
|
(0.01) | (0.02) | (0.13) | (0.03) | 0.02 | ||||
Distributions
to shareholders from:
|
|||||||||
Net investment
income
|
(0.85) | (0.62) | (0.51) | (0.50) | (0.34) | ||||
Net realized
gains
|
— | — | (0.39) | — | — | ||||
Total
distributions
|
(0.85) | (0.62) | (0.90) | (0.50) | (0.34) | ||||
Net asset value, end of
period
|
$ 36.81 | $ 37.95 | $27.65 | $ 25.05 | $ 26.90 | ||||
Total
return
(4)
|
(0.91)% | 39.94% | 14.40% | (5.33)% | 13.12% | ||||
Net assets, end of period (in
000's)
|
$18,405 | $18,976 | $5,529 | $11,271 | $18,833 | ||||
Ratio of expenses to average net
assets
|
0.50% | 0.50% | 0.51% | 0.50% | 0.51% | ||||
Ratio of net investment income (loss) to average net
assets
|
1.84% | 2.04% | 1.96% | 1.61% | 1.67% | ||||
Portfolio turnover
rate
(5)
|
2% | 2% | 5% | 9% | 11% |
(1) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year. |
(2) | Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund. |
(3) | Amount is less than $0.005 per share. |
(4) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Broker commission charges are not included in this calculation. |
(5) | Portfolio Turnover rate excludes securities received or delivered from in-kind processing of creations or redemptions. |
SPDR S&P International Consumer Staples Sector ETF | SPDR S&P International Energy Sector ETF | |||||||||||||||||
Year
Ended
9/30/14 |
Year
Ended
9/30/13 |
Year
Ended
9/30/12 |
Year
Ended
9/30/11 |
Year
Ended
9/30/10 |
Year
Ended
9/30/14 |
Year
Ended
9/30/13 |
Year
Ended
9/30/12 |
Year
Ended
9/30/11 |
Year
Ended
9/30/10 |
|||||||||
$ 38.89 | $ 34.52 | $ 29.60 | $ 29.80 | $ 26.31 | $ 25.07 | $ 25.31 | $ 22.46 | $ 24.52 | $ 25.48 | |||||||||
0.96 | 0.92 | 0.82 | 0.88 | 0.69 | 0.89 | 0.81 | 0.79 | 0.70 | 0.65 | |||||||||
0.04 | 4.25 | 4.90 | (0.37) | 3.39 | 0.60 | (0.28) | 2.89 | (2.10) | (1.01) | |||||||||
1.00 | 5.17 | 5.72 | 0.51 | 4.08 | 1.49 | 0.53 | 3.68 | (1.40) | (0.36) | |||||||||
0.04 | 0.04 | (0.00) (3) | 0.15 | 0.04 | 0.05 | 0.03 | (0.02) | 0.00 (3) | 0.04 | |||||||||
(0.97) | (0.84) | (0.80) | (0.86) | (0.63) | (0.86) | (0.80) | (0.81) | (0.66) | (0.64) | |||||||||
— | — | — | — | — | — | — | — | — | — | |||||||||
(0.97) | (0.84) | (0.80) | (0.86) | (0.63) | (0.86) | (0.80) | (0.81) | (0.66) | (0.64) | |||||||||
$ 38.96 | $ 38.89 | $ 34.52 | $ 29.60 | $ 29.80 | $ 25.75 | $ 25.07 | $ 25.31 | $ 22.46 | $ 24.52 | |||||||||
2.61% | 15.20% | 19.51% | 2.08% | 15.87% | 6.04% | 2.35% | 16.44% | (6.14)% | (1.18)% | |||||||||
$42,853 | $36,941 | $18,986 | $19,239 | $14,900 | $19,312 | $12,535 | $11,389 | $12,355 | $12,259 | |||||||||
0.50% | 0.50% | 0.50% | 0.51% | 0.51% | 0.50% | 0.50% | 0.50% | 0.51% | 0.51% | |||||||||
2.40% | 2.47% | 2.53% | 2.81% | 2.50% | 3.30% | 3.30% | 3.16% | 2.55% | 2.63% | |||||||||
5% | 4% | 7% | 2% | 5% | 9% | 2% | 6% | 4% | 11% |
SPDR S&P International Financial Sector ETF | |||||||||
Year
Ended
9/30/14 |
Year
Ended
9/30/13 |
Year
Ended
9/30/12 |
Year
Ended
9/30/11 |
Year
Ended
9/30/10 |
|||||
Net asset value, beginning of
period
|
$ 21.76 | $17.67 | $15.47 | $ 19.60 | $21.39 | ||||
Income
(loss) from investment operations:
|
|||||||||
Net investment income
(loss)
(1)
|
0.72 | 0.70 | 0.64 | 0.69 | 0.55 | ||||
Net realized and unrealized gain
(loss)
(2)
|
0.39 | 4.27 | 2.15 | (4.09) | (1.83) | ||||
Total from investment
operations
|
1.11 | 4.97 | 2.79 | (3.40) | (1.28) | ||||
Net equalization credits and
charges
(1)
|
(0.18) | (0.11) | (0.07) | (0.01) | 0.04 | ||||
Distributions
to shareholders from:
|
|||||||||
Net investment
income
|
(0.84) | (0.77) | (0.52) | (0.72) | (0.55) | ||||
Total
distributions
|
(0.84) | (0.77) | (0.52) | (0.72) | (0.55) | ||||
Net asset value, end of
period
|
$ 21.85 | $21.76 | $17.67 | $ 15.47 | $19.60 | ||||
Total
return
(3)
|
4.23% | 27.98% | 18.02% | (17.99)% | (5.60)% | ||||
Net assets, end of period (in
000's)
|
$10,924 | $6,528 | $3,534 | $ 7,735 | $8,821 | ||||
Ratio of expenses to average net
assets
|
0.51% | 0.50% | 0.50% | 0.51% | 0.51% | ||||
Ratio of net investment income (loss) to average net
assets
|
3.19% | 3.50% | 3.94% | 3.47% | 2.85% | ||||
Portfolio turnover
rate
(4)
|
20% | 2% | 6% | 4% | 6% |
(1) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year. |
(2) | Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund. |
(3) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Broker commission charges are not included in this calculation. |
(4) | Portfolio Turnover rate excludes securities received or delivered from in-kind processing of creations or redemptions. |
(5) | Amount shown represents less than 0.5%. |
SPDR S&P International Health Care Sector ETF | SPDR S&P International Industrial Sector ETF | |||||||||||||||||
Year
Ended
9/30/14 |
Year
Ended
9/30/13 |
Year
Ended
9/30/12 |
Year
Ended
9/30/11 |
Year
Ended
9/30/10 |
Year
Ended
9/30/14 |
Year
Ended
9/30/13 |
Year
Ended
9/30/12 |
Year
Ended
9/30/11 |
Year
Ended
9/30/10 |
|||||||||
$ 41.71 | $ 35.15 | $ 29.55 | $ 29.46 | $ 28.50 | $ 30.53 | $ 24.67 | $22.46 | $ 25.65 | $ 23.26 | |||||||||
0.81 | 0.77 | 0.86 | 0.74 | 0.64 | 0.68 | 0.63 | 0.55 | 0.62 | 0.41 | |||||||||
7.30 | 6.53 | 5.57 | 0.04 | 0.96 | (0.07) | 6.18 | 2.32 | (3.23) | 2.27 | |||||||||
8.11 | 7.30 | 6.43 | 0.78 | 1.60 | 0.61 | 6.81 | 2.87 | (2.61) | 2.68 | |||||||||
0.02 | 0.07 | (0.01) | 0.05 | (0.01) | (0.07) | (0.21) | (0.10) | (0.01) | 0.06 | |||||||||
(0.86) | (0.81) | (0.82) | (0.74) | (0.63) | (0.67) | (0.74) | (0.56) | (0.57) | (0.35) | |||||||||
(0.86) | (0.81) | (0.82) | (0.74) | (0.63) | (0.67) | (0.74) | (0.56) | (0.57) | (0.35) | |||||||||
$ 48.98 | $ 41.71 | $ 35.15 | $ 29.55 | $ 29.46 | $ 30.40 | $ 30.53 | $24.67 | $ 22.46 | $ 25.65 | |||||||||
19.57% | 21.14% | 22.03% | 2.69% | 5.71% | 1.67% | 27.19% | 12.53% | (10.62)% | 11.94% | |||||||||
$66,125 | $60,479 | $28,123 | $19,207 | $10,310 | $24,324 | $13,740 | $8,635 | $20,211 | $17,955 | |||||||||
0.50% | 0.50% | 0.50% | 0.50% | 0.51% | 0.51% | 0.50% | 0.50% | 0.50% | 0.52% | |||||||||
1.76% | 1.98% | 2.70% | 2.37% | 2.25% | 2.17% | 2.29% | 2.27% | 2.22% | 1.74% | |||||||||
13% | 8% | 14% | 5% | 29% | 4% | 7% | 11% | 0% (5) | 20% |
SPDR S&P International Materials Sector ETF | |||||||||
Year
Ended
9/30/14 |
Year
Ended
9/30/13 |
Year
Ended
9/30/12 |
Year
Ended
9/30/11 |
Year
Ended
9/30/10 |
|||||
Net asset value, beginning of
period
|
$23.33 | $23.68 | $ 22.83 | $ 26.34 | $ 23.05 | ||||
Income
(loss) from investment operations:
|
|||||||||
Net investment income
(loss)
(1)
|
0.46 | 0.44 | 0.42 | 0.42 | 0.32 | ||||
Net realized and unrealized gain
(loss)
(3)
|
(1.40) | (0.31) | 0.87 | (3.51) | 3.25 | ||||
Total from investment
operations
|
(0.94) | 0.13 | 1.29 | (3.09) | 3.57 | ||||
Net equalization credits and
charges
(1)
|
(0.00) (4) | (0.01) | 0.01 | (0.03) | (0.02) | ||||
Distributions
to shareholders from:
|
|||||||||
Net investment
income
|
(0.67) | (0.47) | (0.45) | (0.39) | (0.26) | ||||
Net realized
gains
|
— | — | — | — | — | ||||
Total
distributions
|
(0.67) | (0.47) | (0.45) | (0.39) | (0.26) | ||||
Net asset value, end of
period
|
$21.72 | $23.33 | $ 23.68 | $ 22.83 | $ 26.34 | ||||
Total
return
(5)
|
(4.19)% | 0.43% | 5.79% | (12.12)% | 15.53% | ||||
Net assets, end of period (in
000's)
|
$7,603 | $9,333 | $11,842 | $19,403 | $22,387 | ||||
Ratio of expenses to average net
assets
|
0.52% | 0.50% | 0.50% | 0.51% | 0.52% | ||||
Ratio of net investment income (loss) to average net
assets
|
1.95% | 1.90% | 1.77% | 1.42% | 1.31% | ||||
Portfolio turnover
rate
(6)
|
15% | 8% | 0% (7) | 1% | 9% |
(1) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year. |
(2) | Net investment income per share and the ratio of net investment income to average net assets reflect receipt of special dividends from portfolio holdings. The resulting increase to net investment income amounted to $0.09 per share and 0.34% of average net assets. If the special dividends were not received during the year ended September 30, 2011, the total return would have been (2.00)%. |
(3) | Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund. |
(4) | Amount is less than $0.005 per share. |
(5) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Broker commission charges are not included in this calculation. |
(6) | Portfolio Turnover rate excludes securities received or delivered from in-kind processing of creations or redemptions. |
(7) | Amount shown represents less than 0.5%. |
(8) | Net investment income per share and ratio of net investment income to average net assets reflect receipt of special dividends from portfolio holdings. The resulting increase to net investment income amounted to $2.29 per share and 8.27% of average net assets. If the special dividends were not received during the year ended September 30, 2014, the total return would have been 0.02%. |
SPDR S&P International Technology Sector ETF | SPDR S&P International Telecommunications Sector ETF | |||||||||||||||||
Year
Ended
9/30/14 |
Year
Ended
9/30/13 |
Year
Ended
9/30/12 |
Year
Ended
9/30/11 |
Year
Ended
9/30/10 |
Year
Ended
9/30/14 |
Year
Ended
9/30/13 |
Year
Ended
9/30/12 |
Year
Ended
9/30/11 |
Year
Ended
9/30/10 |
|||||||||
$ 30.02 | $ 24.18 | $ 22.00 | $ 24.76 | $ 24.58 | $ 26.89 | $ 22.82 | $ 22.65 | $ 24.30 | $ 23.58 | |||||||||
0.32 | 0.31 | 0.29 | 0.34 | 0.29 | 3.19 (8) | 0.98 | 1.45 | 1.22 (2) | 1.05 | |||||||||
1.62 | 5.89 | 2.37 | (2.68) | 0.14 | (1.01) | 4.01 | 0.10 | (1.54) | 0.69 | |||||||||
1.94 | 6.20 | 2.66 | (2.34) | 0.43 | 2.18 | 4.99 | 1.55 | (0.32) | 1.74 | |||||||||
(0.00) (4) | (0.06) | (0.03) | 0.00 (4) | 0.01 | (0.10) | 0.01 | (0.01) | 0.01 | 0.02 | |||||||||
(0.48) | (0.30) | (0.31) | (0.33) | (0.25) | (3.34) | (0.93) | (1.37) | (1.34) | (1.04) | |||||||||
— | — | (0.14) | (0.09) | (0.01) | — | — | — | — | — | |||||||||
(0.48) | (0.30) | (0.45) | (0.42) | (0.26) | (3.34) | (0.93) | (1.37) | (1.34) | (1.04) | |||||||||
$ 31.48 | $ 30.02 | $ 24.18 | $ 22.00 | $ 24.76 | $ 25.63 | $ 26.89 | $ 22.82 | $ 22.65 | $ 24.30 | |||||||||
6.43% | 25.54% | 12.06% | (9.74)% | 1.86% | 7.43% (8) | 22.68% | 7.23% | 1.66)% (2) | 8.09% | |||||||||
$12,591 | $12,007 | $10,881 | $18,702 | $21,044 | $43,565 | $33,618 | $25,098 | $12,458 | $15,795 | |||||||||
0.53% | 0.50% | 0.50% | 0.51% | 0.52% | 0.51% | 0.50% | 0.50% | 0.51% | 0.52% | |||||||||
1.00% | 1.13% | 1.21% | 1.27% | 1.20% | 11.54% (8) | 4.18% | 6.48% | 4.84% (2) | 4.62% | |||||||||
4% | 13% | 6% | 1% | 10% | 16% | 7% | 3% | 8% | 6% |
SPDR S&P International Utilities Sector ETF | |||||||||
Year
Ended
9/30/14 |
Year
Ended
9/30/13 |
Year
Ended
9/30/12 |
Year
Ended
9/30/11 |
Year
Ended
9/30/10 |
|||||
Net asset value, beginning of
period
|
$ 17.72 | $ 16.39 | $ 17.38 | $20.55 | $22.78 | ||||
Income
(loss) from investment operations:
|
|||||||||
Net investment income
(loss)
(1)
|
0.69 | 0.65 | 0.85 | 0.92 (2) | 0.82 | ||||
Net realized and unrealized gain
(loss)
(3)
|
1.04 | 1.33 | (1.24) | (3.20) | (2.43) | ||||
Total from investment
operations
|
1.73 | 1.98 | (0.39) | (2.28) | (1.61) | ||||
Net equalization credits and
charges
(1)
|
0.02 | 0.06 | 0.14 | 0.02 | 0.04 | ||||
Distributions
to shareholders from:
|
|||||||||
Net investment
income
|
(0.66) | (0.71) | (0.74) | (0.91) | (0.66) | ||||
Total
distributions
|
(0.66) | (0.71) | (0.74) | (0.91) | (0.66) | ||||
Net asset value, end of
period
|
$ 18.81 | $ 17.72 | $ 16.39 | $17.38 | $20.55 | ||||
Total
return
(4)
|
9.86% | 12.79% | (1.30)% | 11.45)% (2) | (6.71)% | ||||
Net assets, end of period (in
000's)
|
$69,587 | $39,868 | $25,403 | $9,561 | $8,221 | ||||
Ratio of expenses to average net
assets
|
0.50% | 0.50% | 0.50% | 0.51% | 0.52% | ||||
Ratio of net investment income (loss) to average net
assets
|
3.65% | 3.87% | 5.15% | 4.49% (2) | 3.94% | ||||
Portfolio turnover
rate
(5)
|
8% | 1% | 8% | 2% | 5% |
(1) | Per share numbers have been calculated using average shares outstanding, which more appropriately presents the per share data for the year. |
(2) | Net investment income per share and the ratio of net investment income to average net assets reflect receipt of special dividends from portfolio holdings. The resulting increase to net investment income amounted to $0.08 per share and 0.39% of average net assets. If the special dividends were not received during the year ended September 30, 2011, the total return would have been (11.75)%. |
(3) | Amounts shown in this caption for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period because of the timing of sales and repurchases of Fund shares in relation to fluctuating market values for the Fund. |
(4) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of each period reported. Distributions are assumed, for the purpose of this calculation, to be reinvested at net asset value per share on the respective payment dates of each Fund. Broker commission charges are not included in this calculation. |
(5) | Portfolio Turnover rate excludes securities received or delivered from in-kind processing of creations or redemptions. |
SPDRISFDPRO | The Trust's Investment Company Act Number is 811-21145 |
SPDR ® INDEX SHARES FUNDS (THE TRUST)
STATEMENT OF ADDITIONAL INFORMATION
Dated January 31, 2015
This Statement of Additional Information (SAI) is not a prospectus. With respect to each of the Trusts series listed below, this SAI should be read in conjunction with the prospectus dated January 31, 2015, as may be revised from time to time (the Prospectus).
ETF |
TICKER | |
SPDR STOXX ® E UROPE 50 ETF |
FEU | |
SPDR EURO STOXX 50 ® ETF |
FEZ | |
SPDR EURO STOXX Small Cap ETF |
SMEZ | |
SPDR S&P ® E MERGING A SIA P ACIFIC ETF |
GMF | |
SPDR S&P S MALL C AP E MERGING A SIA P ACIFIC ETF |
GMFS | |
SPDR S&P R USSIA ETF |
RBL | |
SPDR S&P C HINA ETF |
GXC | |
SPDR S&P E MERGING M ARKETS ETF |
GMM | |
SPDR S&P E MERGING M ARKETS D IVIDEND ETF |
EDIV | |
SPDR S&P BRIC 40 ETF |
BIK | |
SPDR S&P E MERGING E UROPE ETF |
GUR | |
SPDR S&P E MERGING L ATIN A MERICA ETF |
GML | |
SPDR S&P E MERGING M IDDLE E AST & A FRICA ETF |
GAF | |
SPDR S&P W ORLD EX -US ETF |
GWL | |
SPDR S&P I NTERNATIONAL S MALL C AP ETF |
GWX | |
SPDR D OW J ONES I NTERNATIONAL R EAL E STATE ETF |
RWX | |
SPDR S&P G LOBAL I NFRASTRUCTURE ETF |
GII | |
SPDR S&P G LOBAL N ATURAL R ESOURCES ETF |
GNR | |
SPDR MSCI ACWI E x-US ETF |
CWI | |
SPDR MSCI ACWI IMI ETF |
ACIM | |
SPDR MSCI ACWI Low Carbon Target ETF |
LOWC | |
SPDR MSCI EM 50 ETF |
EMFT | |
SPDR MSCI EM B EYOND BRIC ETF |
EMBB | |
SPDR MSCI EAFE ® Quality Mix ETF |
QEFA | |
SPDR MSCI Emerging Markets Quality Mix ETF |
QEMM | |
SPDR MSCI World Quality Mix ETF |
QWLD | |
SPDR MSCI Australia Quality Mix ETF |
QAUS | |
SPDR MSCI Canada Quality Mix ETF |
QCAN | |
SPDR MSCI Germany Quality Mix ETF |
QDEU | |
SPDR MSCI Japan Quality Mix ETF |
QJPN | |
SPDR MSCI Mexico Quality Mix ETF |
QMEX | |
SPDR MSCI South Korea Quality Mix ETF |
QKOR | |
SPDR MSCI Spain Quality Mix ETF |
QESP | |
SPDR MSCI Taiwan Quality Mix ETF |
QTWN | |
SPDR MSCI United Kingdom Quality Mix ETF |
QGBR | |
SPDR R USSELL /N OMURA PRIME J APAN ETF |
JPP | |
SPDR R USSELL /N OMURA S MALL C AP J APAN ETF |
JSC | |
SPDR S&P G LOBAL D IVIDEND ETF |
WDIV | |
SPDR S&P I NTERNATIONAL D IVIDEND ETF |
DWX | |
SPDR S&P I NTERNATIONAL M ID C AP ETF |
MDD | |
SPDR S&P E MERGING M ARKETS S MALL C AP ETF |
EWX | |
SPDR Dow J ONES G LOBAL R EAL E STATE ETF |
RWO | |
SPDR S&P I NTERNATIONAL C ONSUMER D ISCRETIONARY S ECTOR ETF |
IPD | |
SPDR S&P I NTERNATIONAL C ONSUMER S TAPLES S ECTOR ETF |
IPS | |
SPDR S&P I NTERNATIONAL E NERGY S ECTOR ETF |
IPW | |
SPDR S&P I NTERNATIONAL F INANCIAL S ECTOR ETF |
IPF | |
SPDR S&P I NTERNATIONAL H EALTH C ARE S ECTOR ETF |
IRY | |
SPDR S&P I NTERNATIONAL I NDUSTRIAL S ECTOR ETF |
IPN | |
SPDR S&P I NTERNATIONAL M ATERIALS S ECTOR ETF |
IRV | |
SPDR S&P I NTERNATIONAL T ECHNOLOGY S ECTOR ETF |
IPK | |
SPDR S&P I NTERNATIONAL T ELECOMMUNICATIONS S ECTOR ETF |
IST | |
SPDR S&P I NTERNATIONAL U TILITIES S ECTOR ETF |
IPU |
Principal U.S. Listing Exchange for each ETF: NYSE Arca, Inc.
Capitalized terms used herein that are not defined have the same meaning as in the Prospectus, unless otherwise noted. Copies of the Prospectus and the Trusts Annual Report to Shareholders dated September 30, 2014 may be obtained without charge by writing to State Street Global Markets, LLC, the Trusts principal underwriter (referred to herein as Distributor or Principal Underwriter), State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111, by visiting the Trusts website at www.spdrs.com or by calling 1-866-787-2257. The Report of the Independent Registered Public Accounting Firm, financial highlights and financial statements of the Funds included in the Trusts Annual Report to Shareholders for the fiscal year ended September 30, 2014 are incorporated by reference into this Statement of Additional Information. Funds not included in the Trusts Annual Report to Shareholders for the fiscal year ending September 30, 2014 had not commenced operations as of September 30, 2014, and therefore did not have any financial information to report for the Trusts September 30, 2014 fiscal year end.
SPDRISFDSAI
TABLE OF CONTENTS
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4 | ||
4 | ||
17 | ||
22 | ||
25 | ||
28 | ||
29 | ||
40 | ||
43 | ||
59 | ||
66 | ||
66 | ||
67 | ||
72 | ||
73 | ||
73 | ||
75 | ||
A-1 |
GENERAL DESCRIPTION OF THE TRUST
The Trust is an open-end management investment company, registered under the Investment Company Act of 1940, as amended (the 1940 Act), consisting of multiple investment series (each a Fund and collectively the Funds). The Trust was organized as a Massachusetts business trust on February 14, 2002. The offering of each Funds shares (Shares) is registered under the Securities Act of 1933, as amended (the Securities Act). The investment objective of each Fund is to provide investment results that, before fees and expenses, correspond generally to the total return, or the price and yield performance, of a specified market index (each an Index and together the Indexes). SSGA Funds Management, Inc. (SSGA FM or the Adviser) serves as the investment adviser for each Fund.
Each Fund offers and issues Shares at their net asset value (sometimes referred to herein as NAV) only in aggregations of a specified number of Shares (each, a Creation Unit). Each Fund generally offers and issues Shares in exchange for a basket of securities included in its Index (Deposit Securities) together with the deposit of a specified cash payment (Cash Component). The Trust reserves the right to permit or require the substitution of a cash in lieu amount (Deposit Cash) to be added to the Cash Component to replace any Deposit Security. The Shares have been approved for listing and secondary trading on a national securities exchange (the Exchange). The Shares will trade on the Exchange at market prices. These prices may differ from the Shares net asset values. The Shares are also redeemable only in Creation Unit aggregations, and generally in exchange for portfolio securities and a specified cash payment. A Creation Unit of each Fund consists of either 50,000 Shares, 100,000 Shares or 200,000 Shares, as set forth in the Prospectus.
Shares may be issued in advance of receipt of Deposit Securities subject to various conditions including a requirement to maintain on deposit with the Trust cash at least equal to a specified percentage of the market value of the missing Deposit Securities as set forth in the Participant Agreement (as defined below). See Purchase and Redemption of Creation Units. The Trust may impose a transaction fee for each creation or redemption. In all cases, such fees will be limited in accordance with the requirements of the U.S. Securities and Exchange Commission (SEC) applicable to management investment companies offering redeemable securities. In addition to the fixed creation or redemption transaction fee, an additional transaction fee of up to three times the fixed creation or redemption transaction fee and/or an additional variable charge may apply.
STOXX ® Indexes
STOXX Limited provides and services the STOXX ® Indexes. STOXX Limited was founded in 1997 and is owned by Deutsche Boerse AG and SIX AG. The STOXX ® Europe 50 Index and the EURO STOXX 50 ® Index were launched in February 1998, in advance of the European Monetary Union, the launch of the euro and the creation of the Eurozone on January 1, 1999.
When the STOXX indexes were created in 1998, the intention was to provide a complete and fully integrated family of market indicators for the European market. While the benchmark indexes resulting from this outlook were innovative in their own right, regional blue-chip indexes were more conspicuously absent from the types of indexes available to investors. The most widely used blue-chip indexes at that time were typically calculated by local exchanges with a variety of incompatible methodologies and consisting wholly of stocks listed on those exchanges.
The STOXX Europe 50 and EURO STOXX 50 Indexes were born out of this need for a set of consistently designed pan-European measures. The indexes track the large-cap markets of the European and Eurozone regions. Both these STOXX blue-chip indexes are designed to be suitable as the basis for investment products, such as derivatives and exchange-traded funds. Their components have a high degree of liquidity and represent the largest companies across all 19 market supersectors defined by the ICB Industry Classification Benchmark.
Derived from the broader total market indexes for each of the two regions, Europe and the Eurozone, these two blue-chip indexes each represent approximately 50% of the market capitalization of their underlying benchmarks. The STOXX Europe 50 Index covers 18 European countries: Austria, Belgium, Czech Republic, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom The EURO STOXX 50 Index covers the 12 Eurozone countries Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain
Index UniverseThe index universe for the STOXX Europe 50 Index is defined as all components of the 19 STOXX ® Europe 600 Supersector indexes. The STOXX 600 Supersector indexes contain the 600 largest stocks traded on the major exchanges of 18 European countries. The index universe for the EURO STOXX 50 Index is defined as all components of the 19 EURO STOXX Supersector indexes. The EURO STOXX Supersector indexes represent the Eurozone portion of the STOXX Europe 600, Supersector indices. STOXX 600 and EURO STOXX are service marks of STOXX Limited.
4
Selection List For each of the 19 STOXX Europe 600 Supersector indices, the stocks are ranked in terms of free-float market capitalization. The largest stocks are added to the selection list until the coverage is close to, but still less than, 60% of the free-float market capitalization of the STOXX Europe TMI Supersector Index. If the next highest-ranked stock brings the coverage closer to 60% in absolute terms, then it is also added to the selection list. All current STOXX Europe 50 Index stocks are then added to the selection list. All the stocks on the selection list are then ranked in terms of free-float market capitalization to produce the final index selection list. The largest 40 stocks on the selection list are selected; the remaining 10 stocks are selected from the largest remaining current stocks ranked between 41 and 60; if the number of stocks selected is still below 50, then the largest remaining stocks are selected until there are 50 stocks.
For each of the 19 EURO STOXX Supersector indices, the stocks are ranked in terms of free-float market capitalization. The largest stocks are added to the selection list until the coverage is close to, but still less than, 60% of the free-float market capitalization of the corresponding EURO STOXX TMI Supersector Index. If the next highest-ranked stock brings the coverage closer to 60% in absolute terms, then it is also added to the selection list. All current EURO STOXX 50 Index stocks are added to the selection list. All the stocks on the selection list are then ranked in terms of free-float market capitalization to produce the final index selection list. The largest 40 stocks on the selection list are selected; the remaining 10 stocks are selected from the largest remaining current stocks ranked between 41 and 60; if the number of stocks selected is still below 50, then the largest remaining stocks are selected until there are 50 stocks.
Review FrequencyIndex composition is reviewed annually in September.
WeightingThe STOXX Europe 50 and EURO STOXX 50 indices are each weighted by free-float market capitalization. Each components weight is capped at 10% of the indexs total free-float market capitalization. Weights are reviewed quarterly.
S&P BMI Indexes
Index Provider Description
S&P Dow Jones Indices LLC, a subsidiary of The McGraw Hill Financial, Inc. (S&P DJI), is the worlds largest, global resource for index-based concepts, data and research. Home to iconic financial market indicators, such as the S&P 500 ® and the Dow Jones Industrial Average ® , S&P DJI has over 115 years of experience constructing innovative and transparent solutions that fulfill the needs of institutional and retail investors. More assets are invested in products based upon our indices than any other provider in the world. With over 830,000 indices covering a wide range of assets classes across the globe, S&P DJI defines the way investors measure and trade the markets.
Index Criteria & Methodology
a. Component Selection Criteria
To qualify for index inclusion, a company must first meet the minimum requirements to enter and remain in the S&P BMI Global Index universe, the parent index for the S&P series.
To be added to the S&P BMI Global Index, a company must:
| Be domiciled in one of the worlds developed or emerging markets and meet the country inclusion criteria. |
| Have at least USD 100 million in free float capitalization at the time of index reconstitution. |
| Post a minimum value traded of USD 50 million for the 12 months preceding the annual reconstitution. |
A stock may be added to the S&P BMI Global index intra reconstitution if an IPO (Initial Public Offering) is large enough to warrant inclusion. Companies are removed from the S&P BMI Global Index if their free float capital falls below USD 75 million or below USD 35 million value traded for the preceding 12 months at the time of the annual reconstitution. A company may be removed during the year if its free float market cap falls below $25 million at the close of the last trading day of any month.
b. Methodology
The S&P indexes are market capitalization weighted and adjusted for free float, meaning that only those shares publicly available for trading are used in calculation of index values. Four categories of shares are subtracted from a companys market capitalization to obtain its percentage shares in free float: corporate cross holdings, private control blocks holdings; government holdings (each of these categories must be 10% or more of total capital); and legally-restricted shares. All investable primary market share classes are included in the index. All ordinary share classes, except fixed-dividend shares, are eligible for inclusion.
5
Shares used in index calculations are adjusted for corporate actions on their ex-dates. These actions include splits, scrip and bonus issues, and preemptive rights. For actions resulting in no net change to the capitalization of the issue, the index divisor remains unchanged.
Index divisors are adjusted for all extraordinary dividends, non-cash corporate distributions, equity offerings, index constituent removal and/or inclusion, and monies distributed via share buybacks. The index levels are price levels and, therefore, do not account for ordinary dividends.
The following corporate actions result in changes to the index divisor: special dividends that are a return of capital, divestitures in the form of spin-offs, installment calls on partly paid issues, additions, deletions of index members, equity offerings resulting in increase of Shares outstanding, and buybacks through tender offers.
With respect to the S&P European Emerging BMI Capped Index, stocks are capped at a maximum of 24% of index weight and changes in capping are monitored on a quarterly basis on the quarterly rebalancing dates.
With respect to the Sector Indexes, all constituents are weighted proportionate to their float-adjusted market capitalization and are capped so that no stock exceeds 20% of the respective index; stocks that exceed 5% of the index market cap weight, in aggregate, should not exceed 45% of the respective index. Changes in capped weights are monitored on a quarterly basis and adjusted if necessary on the quarterly rebalancing dates.
c. Liquidity
A company must post a minimum value traded of USD 35 million for the 12 months preceding the annual reconstitution to remain in the S&P series.
d. Country Classification
The S&P Global Equity Index Series is divided into two major regions the Developed World and the Emerging Composite. The objective of the Developed World/Emerging Composite split is to segregate countries according to the relative size of their economic output per capita.
S&P Global Equity Indices Countries are included in the S&P Broad Market Index (BMI) Developed World Series if the following criteria are met:
1. | Annual per capita gross national income (GNI) falls in the high-income category, as defined by The World Bank, for the most recent three consecutive years. |
2. | The market should exhibit financial depth; the ratio of the countrys equity markets to its gross domestic product should be high. In recent years financial depth has increased around the world and has far outpaced the growth of gross domestic product. However, for a country to be considered truly developed both income levels and gross market capitalization should be high. |
3. | No broad-based discriminatory controls against non-domiciled investors for the most recent three consecutive years. |
4. | The countrys stock markets should exhibit characteristics of developed markets in terms of transparency, depth, market regulation, operational efficiency, and absence of broad-based investment restrictions. |
After meeting the above criteria, a country will be put on a watch list for a minimum of two years before it is graduated to developed market status.
Eligible countries that do not satisfy the rules described above will be classified as Emerging Markets, subject to the following test for countries previously classified as Developed Markets:
| A country has to fall out of the high-income category for three consecutive years to be moved from developed market status to emerging market status. |
Index Maintenance and Issue Changes
The S&P BMI Indexes are maintained by a team of analysts working under the direction of the S&P Index Committee. Index reconstitution takes place annually and involves both a bottom-up and a top-down review of all aspects of index construction.
6
All listed common equities in index-eligible countries are evaluated for membership by taking into consideration multiple factors, including: price per share, total Shares outstanding, available free float of shares outstanding, and market foreign exchange rate versus the U.S. dollar.
a. Additions
Companies will be added to the index at the time of the annual reconstitution if their free float market capitalization exceeds USD 100 million and they are domiciled in one of the existing component countries. The company must also post a minimum of USD 35 million in value traded in the 12 months preceding the reconstitution.
Newly listed companies that arise from spin-offs, privatizations, and other events will be added each quarter if their market caps register above the median of a countrys total market capitalization range. They may be added sooner if their size and expected liquidity warrants immediate inclusion.
Spin-off companies from index members that meet classification criteria are eligible for inclusion if their float market cap is greater than 25 million dollars.
Additions of eligible companies due to sector reclassifications will be added at month end to coincide with the S&P GICS changes.
b. Deletions
Companies will be deleted from the index whose market capitalization falls below USD 75 million at the time of the annual reconstitution or those that have less than USD 35 million value traded in the last 12 months.
Companies that fall below USD 25 million free float market cap on the final business day of a month may be removed from the index at the following month end.
If a companys Shares are no longer available due to a cash acquisition or as a result of bankruptcy or delisting, the company will be deleted from the index without replacement. If an issue stops pricing, its index membership will be maintained at the final offer price until its removal. The company may be removed from the index if, in the judgment of Standard & Poors, trading in the companys shares is unlikely to resume.
c. Index Rebalancing/Structural Changes
All share changes, impacting an index constituent, of 5% or more will be done as soon as reasonably possible after the data are verified and after providing a minimum 5 days notice period. Announcements will be posted on the Standard & Poors site: www.globalindices.standardandpoors.com .
Changes entailing less than 5% changes of shares will be done on a quarterly basis. The dates of share rebalancing will be the third Fridays of March, June and December. In September they will coincide with the annual reconstitution of the index and share changes will be implemented at the close of business of September 30 th , effective October 1 st , for the developed markets and on November 1 st for emerging markets.
Index Availability
The S&P BMI Indexes are calculated on all weekdays throughout the year. Daily historical price and total returns are available for download from the public website: www.globalindices.standardandpoors.com. Index data are also generally available via commercial data providers, including the following major vendors: BARRA, Bloomberg, Datastream, FactSet Data Systems, Reuters, Wilshire Associates, Vestek, and Zephyr Associates.
Exchange Rates and Pricing
WM/Reuters foreign exchange rates are taken daily at 4:00 p.m. London time, and used in the calculation of the S&P Global Equity Indices. These fixings during the U.S. trading day are calculated by the WM Company based on Reuters data and appear on Reuters pages WMRA and those pages following. WM Company is a wholly-owned subsidiary of State Street.
Each companys primary share listing is used to calculate index levels. Closing prices in each companys domestic market are used in the final daily index calculations. If trading in a stock is halted, the last bid or suspension price is carried forward. In cases of prolonged suspension, a dealer market or gray market price is used, if obtainable, and the issue may be deleted from the index.
7
S&P BRIC 40 Index
Index Criteria & Methodology
a. Component Selection Criteria
To qualify for index inclusion, a company must first meet the minimum requirements to enter and remain in the S&P/IFC Investable (S&P/IFCI) universe, the parent index for the S&P BRIC 40 Index.
To be added to the BRIC 40, a company must:
| Be domiciled in constituents of the S&P/IFCI country indices for emerging markets of Brazil, Russia, India or China. |
| Have stocks with float-adjusted market capitalization above US$ 1 billion. |
| Have stocks with three-month average daily value traded above US$ 5 million. |
No companies are added between rebalancings. Between rebalancings, companies are removed from the BRIC 40 Index due to corporate events such as mergers, acquisitions, takeovers or delistings.
b. Methodology & Liquidity
The S&P BRIC 40 Index is modified market capitalization weighted and adjusted for free float, meaning that only those shares publicly available for trading are used in calculation of index values.
The methodology stipulates that, at rebalancing, no stock can have a weight of more than 10% in the index and the minimum initial portfolio size that can be turned over in a single day (based on recent trading volumes) cannot be lower than US$ 600 million. In order to uphold these parameters, the index uses a modified market capitalization weighting scheme. Modifications are made to market cap weights, if required, to reflect available float, reduce single stock concentration and enhance index basket liquidity.
There are basically two steps in the creation of the S&P BRIC 40 Index. The first is the selection of the 40 companies; the second is the weighting of the index constituents as follows:
1. | All constituents of the S&P/IFCI country indices for Brazil, Russia, India and China comprise the initial selection universe. |
2. | All companies that do not have a developed market listing are removed from the list. |
3. | Average three-month daily value traded (hereafter referred to as liquidity) and float-adjusted market capitalization (hereafter referred to as market cap), as of the reference date, are measured. |
4. | All stocks with a market cap of less than US$ 1 billion (the Market Cap Threshold) and/or liquidity of less than US$ 5 million (the Liquidity Threshold) are removed. |
5. | If a company has multiple share classes, the share class with the lower liquidity is removed. |
6. | The remaining stocks are sorted in decreasing order of their float-adjusted market capitalization. The top forty become index members. |
Index Maintenance and Issue Changes
The S&P BRIC 40 Index Committee maintains the index. The Index Committee members are all are full-time professional members of Standard & Poors staff. The Index Committee meets as needed. At each meeting, the Index Committee reviews pending corporate actions that may affect index constituents, statistics comparing the composition of the indices to the market, and any significant market events. In addition, the Index Committee may revise index policy covering rules for selecting companies, share counts, the Liquidity Threshold, the Market Cap Threshold, Basket Liquidity and Maximum Weight, or other matters. In the rare event that less than 40 stocks qualify for inclusion at the rebalancing, Standard & Poors may modify the criteria to include multiple share classes or reduce the market cap limit, in that order.
a. Index Rebalancing/Structural Changes
The index is rebalanced once a year in December. The annual rebalancing of the index will be effective after the market close of the third Friday of December. The cut-off date for the data used in the review will be the third Friday of November. New constituents and index shares will be made available to clients with a two-week notice.
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In addition to the annual rebalancing, there will be a mid-year review. A semi-annual rebalancing will occur only if three of the biggest 30 stocks from the eligible universe are not in the index at the mid-year review. There will not be a semi-annual rebalancing in years when this condition is not satisfied. The cut-off date for the data used in the midyear review will be mid-May, with a mid-year rebalancing being made, if necessary, after the market close on the third Friday of June. If a mid-year rebalancing is required, new constituents and index shares will be made available to clients with a two-week notice.
b. Additions
No companies are added between rebalancings.
c. Deletions
Between rebalancings, a company can be deleted from the S&P BRIC 40 Index due to corporate events such as mergers, acquisitions, takeovers or delistings.
Index Availability
The BRIC 40 Index rebalancing announcements are made at 05:15PM Eastern Time three to ten business days before the effective date and on the Web site at www.indices.standardpoors.com No separate announcements are made for routine corporate actions whose index implications are discussed in this document. If required, special or unusual events may warrant a posting on the aforementioned Web site.
Index Pricing
The pricing of index members is taken from the stocks included in the index specifically their developed market listing. If a single stock is trading in multiple developed markets, only the listing from the market with most liquidity is considered. All calculations to arrive at the membership and weightings are made in U.S. dollars. The index is calculated in U.S. dollars, with the Reuters/WM London closing fix being used to convert the local market prices to U.S. dollars. The index is also calculated in Euros.
S&P International Dividend Opportunities Index
The International Dividend Opportunities Index includes 100 tradable, exchange-listed common stocks from around the world that offer high dividend yields. Common stocks that are domiciled in the United States are not eligible. The Index is constructed in the following two steps: (1) the selection of the 100 Index constituents; and (2) the weighting of the Index constituents.
The selection of index constituents is done as follows:
1. | All stocks in the Selection Universe are sorted on the basis of dividend yield. The Selection Universe includes all dividend-paying common stocks and ADRs that may be delivered in-kind, free of payment and are listed in primary exchanges of countries included in the S&P Broad Market Index. These countries include: Australia, Hong Kong, Japan, New Zealand, Singapore, Austria, Belgium, Denmark, Finland, France, Germany, Iceland, Ireland, Italy, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, United Kingdom and Canada. |
2. | The 100 highest yielding stocks form the Index. If a current index constituent is among the top 200 ranking stocks by dividend yield, the stock remains in the index. |
Data cleaning is done to ensure that duplicate share classes are removed, as are stocks whose yield data is not in the range of the figure derived from dividing the dividend-per-share by stock price.
The weighting scheme of the Index addresses two objectives:
| The yield of the Index should be as high as possible. |
| The Index should be diversified among individual stock, sectors and countries. |
To achieve these two objectives, the weight for each Index constituent is set at each rebalancing such that the yield of the Index at rebalancing is maximized while the following constraints are met:
1. | Every stock has a weight no greater than 3%; |
2. | The sum of the weights of all emerging market stocks no greater than 15%; |
3. | No single sector, as defined by the Global Industry Classification System (GICS), has a weight of greater than 25%; |
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4. | No single country has a weight of greater than 25%; and |
5. | The sum of weights of all income trusts is less than 10%. |
The Index is calculated by means of the divisor methodology used in all Standard & Poors equity indices. The Index value is simply the Index market value divided by the Index divisor. Index shares are set and the Index divisor adjusted at the time of each rebalancing. Index rebalancings occur after the closing on the 3 rd Friday of January and July.
Each index will have a total return counterpart, which assumes dividends are reinvested in the index after the close on the ex-date. There is also a net return index series, which adds dividends after adjustments for withholding taxes based on a Luxembourg domicile. Effectively, the net return index adds index dividend points, except that the Ex-dividends term is multiplied by (100% minus withholding tax rate).
The S&P Global Index Committee (the Global Index Committee) maintains S&P Global indices. The Global Index Committee meets monthly. At each meeting, the Global Index Committee reviews pending corporate actions that may affect Index constituents, statistics comparing the composition of the Indices to the market, companies that are being considered as candidates for addition to an Index, and any significant market events. In addition, the Global Index Committee may revise Index policy covering rules for selecting companies, treatment of dividends, share counts or other matters.
Standard & Poors considers information about changes to its Indices and related matters to be potentially market moving and material. Therefore, all Global Index Committee discussions are confidential.
S&P Global Natural Resources Index
The S&P Global Natural Resources Index (the Index) is comprised of 90 of the largest publicly traded companies in global natural resources and commodities businesses that meet specific investability requirements. The Index offers investors diversified, liquid, and investable equity exposure across three primary commodity-related sectors: Agribusiness, Energy, and Metals & Mining.
Using Standard & Poors CapitalIQ (CIQ) universe and cluster classification techniques, the index captures stocks by business description in addition to their Global Industry Classification Standard (GICS ® ). The Index is a member of the S&P Global Thematic Indices, a series designed to provide liquid exposure to emerging investment themes that cut across traditional industry definitions and geographical boundaries.
The Index combines the following three sub-indices:
| The S&P Global Natural Resources Agriculture Index: Includes 30 of the largest publicly-traded companies involved in agriculture timber and forestry businesses around the world. |
| The S&P Global Natural Resources Energy Index: Includes 30 of the largest publicly-traded energy companies involved in oil, gas and coal exploration, extraction and production around the world. |
| The S&P Global Natural Resources Metals and Mining Index: Includes 30 of the largest publicly-traded mining companies involved in industrial and precious metals exploration, extraction and production around the world. |
Annual index reconstitutions occur after the closing on the last business day of August of each year. The reference date is after the close of the last business day of July of each year. The universe is sampled and constituents are selected and weighted at this annual rebalancing. In addition, quarterly rebalancings occur after the close on the last business day of February, May and November of each year, using the corresponding prior month-end data as reference data. Constituents are reweighted at the quarterly rebalancing according to the Index construction rules.
Index Methodology
The Index uses a modified market cap weighting scheme. Constituent weights are driven by size and no single stock has a weight of more than 5% in the Index. The maximum weight of each sub-index is capped at one-third of the total weight of the Index.
Criteria for Index Additions Universe
The Universe consists of all publicly listed companies in Standard & Poors CIQ database that have the following GICS classifications:
| Agricultural Products, Fertilizers & Agricultural Chemicals. |
| Forest Products, Paper Products, Paper Packaging or Timber REITs. |
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| Coal & Consumable Fuels, Integrated Oil & Gas, Oil & Gas Drilling, Oil & Gas Exploration & Production or Oil & Gas Refining & Marketing. |
| Diversified Metals & Mining, Gold, Steel, Aluminum or Precious Metals & Minerals, Silver. |
Investability Criteria
Each sub-index Universe is narrowed down to an investable set of stocks to form the Selection Universe for each sub-index based on the following criteria:
| Market Capitalization. A total market capitalization above US$ 1 billion at each annual rebalancing |
| Liquidity. A three-month average daily trading value above US$ 5 million at each annual rebalancing |
| Listing Venues. Must trade on a developed exchange. |
Dow Jones Select Real Estate Indexes
Index Provider Description
S&P DJI, as described above under S&P BMI Indexes, is the Index Provider for the Dow Jones Select Real Estate Indexes.
Dow Jones Global ex-U.S. Select Real Estate Securities Index
Index Methodolog y
To be included in the real estate Index, an issue must be all of the following:
| The company must be both an equity owner and operator of commercial and/or residential real estate. Security types excluded from these more focused indexes include mortgage REITs, net-lease REITs, real estate finance companies, mortgage brokers and bankers, commercial and residential real estate brokers and real estate agents, home builders, large landowners and subdividers of unimproved land, hybrid REITs, and timber REITs, as well as companies that have more than 25% of their assets in direct mortgage investments. |
| The company must have a minimum total market capitalization of at least US $200 million at the time of its inclusion. |
| At least 75% of the companys total revenue must be derived from the ownership and operation of real estate assets. |
| The liquidity of the companys stock must be commensurate with that of other institutionally held real estate securities. Liquidity is measured by the ratio of a companys one-month total daily share volume to its current float-adjusted shares outstanding in order to determine how many publicly-available shares are actively-traded. This ratio must be at least 15% in order for a company to be eligible. |
Index Maintenance
Periodic and ongoing reviews of the index composition and shares are conducted based on the following rules:
| Routine additions and deletions to the index, as well as shares updates, are made quarterly after the close of trading on the third Friday of March, June, September, and December. The changes become effective at the opening of trading on the next business day. |
| During the quarter, a component companys shares outstanding will be adjusted at the same time as a change in that company is made to the Dow Jones U.S. Total Stock Market Index or the Dow Jones family of Indexes. |
| A company will be removed from the index if direct mortgage investments represent more than 25% of the companys assets for two consecutive quarters or if the company is reclassified as a mortgage or hybrid REIT. |
| A company will be removed from the index if less than 50% of its total revenue is generated from the ownership and operation of real estate assets for two consecutive quarters. |
| A company will be removed from the index if its stock becomes illiquid or has more than 10 nontrading days during the previous quarter. |
| A company will be removed from the index if its stock is delisted by its primary market due to failure to meet financial or regulatory requirements. |
| A company will be removed from the index if its total market capitalization falls below $100 million and remains at that level for two consecutive quarters. |
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| If a component company enters bankruptcy proceedings, it will be removed from the indexes and will remain ineligible for reinclusion until it has emerged from bankruptcy. However, the S&P Dow Jones Indices Global Thematic and Strategy Indices Index Committee may, following a review of the bankrupt company and the issues involved in the filing, decide to keep the company in the index. |
| The S&P Dow Jones Indices Global Thematic and Strategy Indices Index Committee may, at its discretion and if it has determined a company to be in extreme financial distress, remove the company from the Index if the committee deems the removal necessary to protect the integrity of the index and the interests of investors in products linked to that index. |
| The Index value is based on each stocks closing price on its primary market and the official WM closing spot rates as of 11:00 a.m. eastern time. |
Inception Date
The date on which the Dow Jones Global ex-US Select Real Estate Securities Index was first published was March 21, 2006. Back-tested historical data is available on a monthly basis from December 31, 1992, and daily from January 1, 1999.
Dow Jones Global Select Real Estate Securities Index
Index Methodology
The Index is weighted by float-adjusted market capitalization. To be included in the Index, an issue must be all of the following:
| The company must be both an equity owner and operator of commercial and/or residential real estate. Security types excluded from these more focused indexes include mortgage real estate investment trusts (each, a REIT), net-lease REITs, real estate finance companies, mortgage brokers and bankers, commercial and residential real estate brokers and real estate agents, home builders, large landowners and subdividers of unimproved land, hybrid REITs, and timber REITs, as well as companies that have more than 25% of their assets in direct mortgage investments. |
| The company must have a minimum total market capitalization of at least US $200 million at the time of its inclusion. |
| At least 75% of the companys total revenue must be derived from the ownership and operation of real estate assets. |
| The liquidity of the companys stock must be commensurate with that of other institutionally held real estate securities. Liquidity is measured by the ratio of a companys one-month total daily share volume to its current float-adjusted shares outstanding in order to determine how many publicly-available shares are actively-traded. This ratio must be at least 15% in order for a company to be eligible. |
Index Maintenance
Periodic and ongoing reviews of the index composition and shares are conducted based on the following rules:
| Routine additions and deletions to the Index, as well as shares updates, are made quarterly after the close of trading on the third Friday of March, June, September and December. The changes become effective at the opening of trading on the next business day. |
| During the quarter, a component companys shares outstanding will be adjusted at the same time as a change in that company is made to the Dow Jones U.S. Total Stock Market Index or the Dow Jones family of Indexes. |
| A company will be removed from the Index if direct mortgage investments represent more than 25% of the companys assets for two consecutive quarters or if the company is reclassified as a mortgage or hybrid REIT. |
| An equity REIT that elects to drop its REIT status and become taxed as a C corporation will be removed from the REIT index but will remain in the Index if it continues to meet the qualifications for a real estate operating company. |
| A company will be removed from the Index if less than 50% of its total revenue is generated from the ownership and operation of real estate assets for two consecutive quarters. |
| A company will be removed from the Index if its stock becomes illiquid or has more than 10 nontrading days during the previous quarter. |
| A company will be removed from the Index if its stock is delisted by its primary market due to failure to meet financial or regulatory requirements. |
| A company will be removed from the Index if its total market capitalization falls below $100 million and remains at that level for two consecutive quarters. |
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| If a component company enters bankruptcy proceedings, it will be removed from the Index and will remain ineligible for reinclusion until it has emerged from bankruptcy. However, the S&P Dow Jones Indices Global Thematic and Strategy Indices Index Committee may, following a review of the bankrupt company and the issues involved in the filing, decide to keep the company in the Index. |
| The S&P Dow Jones Indices Global Thematic and Strategy Indices Index Committee may, at its discretion and if it has determined a company to be in extreme financial distress, remove the company from the Index if the committee deems the removal necessary to protect the integrity of the index and the interests of investors in products linked to that index. |
| The Index value is based on each stocks closing price on its primary market and the official WM closing spot rates as of 11:00 a.m. eastern time. |
Inception Date
The date on which the Dow Jones Global Select Real Estate Securities Index was first published was March 21, 2006. Back-tested historical data is available on a monthly basis from December 31, 1992, and daily from January 1, 1999.
MSCI ACWI ex-USA Index
Index Provider Description
MSCI develops and maintains equity, REIT, fixed income, multi-asset class and hedge fund indices. MSCI is headquartered in New York, with research and commercial offices around the world. MSCI has constructed its equity indices for more than 30 years.
Index Criteria & Methodology Summary
a . Component Selection Criteria
MSCI undertakes an index construction process, which involves: (i) defining the equity universe; (ii) adjusting the total market capitalization of all securities in the universe for free float available to foreign investors; (iii) classifying the universe of securities under the Global Industry Classification Standard (the GICS); and (iv) selecting securities for inclusion according to MSCIs index construction rules and guidelines.
b. Eligibility
The index construction process starts at the country level, with the identification of all listed securities for that country. Currently, MSCI creates equity indices for 50 country markets globally. MSCI classifies each company and its securities in one and only one country. This allows securities to be sorted distinctly by their respective countries. In general, companies and their respective securities are classified as belonging to the country in which they are incorporated. All listed equity securities, or listed securities that exhibit characteristics of equity securities, except investment trusts, mutual funds and equity derivatives, are eligible for inclusion in the universe. Shares of non-domiciled companies generally are not eligible for inclusion in the universe.
c. Methodology
MSCI follows a bottom-up approach to index construction, building indices up to the industry group level. MSCI targets an 85% free float-adjusted market representation level within each industry group, within each country. The security selection process within each industry group is based on: (i) each companys business activities and the diversification that its securities would bring to the index, (ii) the size (based on free float-adjusted market capitalization) and liquidity of securities, and (iii) the estimated free float for the company and its individual share classes. Only securities of companies with estimated free float greater than 15% are, in general, considered for inclusion. Exceptions to this general rule are made only in significant cases, where not including a security of a large company would compromise the indexs ability to fully and fairly represent the characteristics of the underlying market.
d. Liquidity
All securities that are considered for inclusion or currently are included in the MSCI Indices must have adequate liquidity. However, liquidity is not the sole determinant for inclusion in the index, although it is an important consideration.
In making an assessment of adequate liquidity levels, a number of absolute and relative liquidity measures are considered. These include patterns of traded volume and traded value over several periods of time.
The analysis of the adequacy of a securitys liquidity also considers the average liquidity for the country and the industry group to which the security belongs. In addition, in some cases, while assessing the liquidity of a local security, the trading volumes in depository receipts, such as American Depositary Receipts (ADRs) or Global Depositary Receipts (GDRs) may also be considered. MSCI does not define absolute minimum or maximum liquidity levels for stock inclusion or exclusion from the MSCI Standard Equity Index Series, but considers their relative standing within each country and between cycles. This is because liquidity is not comparable between countries.
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In addition, liquidity is partly a function of the cyclicality of markets or industries, and limiting index constituents to only the most liquid stocks would introduce a bias against those stocks and sectors that are temporarily out of favor with investors.
Index Maintenance and Issue Changes
Overall, index maintenance can be described by three broad categories of implementation of changes:
| Annual full country index reviews that systematically re-assess the various dimensions of the equity universe for all countries and are conducted on a fixed annual timetable; |
| Quarterly index reviews, aimed at promptly reflecting other significant market events; and |
| Ongoing event-related changes, such as mergers and acquisitions, which are generally implemented in the indices as they occur. |
The annual full country index review for all the MSCI Standard Country Indices is carried out once every 12 months and implemented as of the close of the last business day of May. The implementation of changes resulting from a quarterly index review occurs on only three dates throughout the year: as of the close of the last business day of February, August and November. Any Country Indices may be impacted at the quarterly index review. MSCI Index additions and deletions due to quarterly index rebalancings are generally announced at least two weeks in advance.
Potential changes in the status of countries (stand-alone, emerging, developed) follow their own separate timetables.
Market driven changes such as mergers, acquisitions, bankruptcies or new issues can cause changes in the index composition. MSCI seeks to monitor all cases of such corporate actions within the MSCI universe and implement them as they occur.
a. Additions
Potential additions are analyzed not only with respect to their industry group, but also with respect to their industry or sub-industry group, in order to represent a wide range of economic and business activities. All additions are considered in the context of MSCIs methodology, including the index constituent eligibility rules and guidelines.
Security additions have to meet the normal criteria for inclusion and also often undergo a seasoning period of several months until trading patterns and volumes are established. Furthermore, sometimes a new issue, usually a privatization, comes to the market and substantially changes the countrys industry profile. In this case, where even temporarily excluding it would distort the characteristics of the market, it may be immediately included in the MSCI Standard Equity Indices. There is no fixed number of companies included in the index. Therefore, the addition of a company does not necessarily cause the corresponding deletion of another.
b. Deletions
MSCI will remove from the MSCI Standard Equity Index Series as soon as practicable securities of companies that file for bankruptcy, companies that file for protection from their creditors and/or companies that are suspended for which a return to normal business activity and trading is unlikely in the near future.
Securities may also be considered for early deletion in other significant cases, such as decreases in free float and Foreign Ownership Limits (FOLs). In addition, when a constituent company acquires or merges with a non-constituent company or spins-off another company, the securities of the constituent company may be removed from the index, if, for example, these securities are no longer representative of the industry as a result of the event.
Index Availability
The MSCI Standard Equity Indexes are calculated and published daily. Daily index values can be found at the MSCI website and are also made available to major newspapers, financial websites and financial data vendors.
Exchange Rates and Pricing
The prices used to calculate the MSCI Indices are currently the official exchange closing prices or those figures accepted as such. MSCI reserves the right to use an alternative pricing source on any given day.
Exchange Rates: MSCI currently uses WM Reuters rates for all developed and emerging markets. Exchange rates are taken daily at 4:00 p.m. London time by the WM Reuters Company and are sourced whenever possible from multi-contributor quotes on
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Reuters. Representative rates are selected for each currency based on a number of snapshots of the latest contributed quotations taken from the Reuters service at short intervals around 4:00 p.m. WM Reuters provides closing bid and offer rates. MSCI currently uses these to calculate mid-point to 5 decimal places.
MSCI may elect to use an alternative exchange rate if the WM Reuters rate is believed not to be representative for a given currency on a particular day.
Russell/Nomura Indexes
Index Provider Description
The Russell/Nomura Japan Indexes were jointly developed by Russell Investment Group and Nomura Securities Co., Ltd. in 1995, and continue to serve as benchmarks of performance, based on various investment policies. The indexes, which have been market cap-weighted and free-float adjusted since inception, include only common stocks domiciled in Japan, and were the first Japanese stock market benchmark classified into several styles. All indexes are subsets of the Russell/Nomura Total Market Index, which represents approximately 98% of the investable Japan equity market.
Purposes of Russell/Nomura Indexes:
| Determining investment strategies (strategic asset allocation) |
| Determining manager structures |
| Devising asset management benchmarks |
| Supporting portfolio management activities |
| Evaluating the performance of various investment styles |
| Managing risk |
Characteristics of Russell/Nomura Indexes:
| Entire Japanese market representation; constituent stocks are selected from among all listed stocks on the various stock exchanges in Japan, not just a single exchange |
| Reflect only stocks that are investable (available for investment) as market capitalization is free-float adjusted to account for stable shareholdings |
| Existence of subindexes for different sizes of companies based on market capitalization |
| Existence of subindexes for growth and value stocks, which are determined based on P/B ratios adjusted for off-balance sheet items |
| Transparent methodology that eliminates arbitrary stock selection |
| Annual reconstitution |
Russell/Nomura PRIME Index
Index Methodology
The Russell/Nomura PRIME Index is made up of the 1,000 largest stocks in terms of float-adjusted market capitalization of the Russell/Nomura Total Market Index, which are determined by an annual reconstitution of the Russell/Nomura Japan Indexes. A banding method is employed at reconstitution in order to control the frequent replacement caused by small fluctuations of market capitalization. A negative list method is also used to help prevent the inclusion of stocks of especially low liquidity. The negative list takes precedence over banding.
Under the negative list rule (exclusion of low-liquidity stocks), stocks ranked 2,001 st or lower in terms of average monthly trading value in the one year prior to the reconstitution date are automatically excluded.
Stocks ranked 900 or higher in terms of float-adjusted market capitalization are included in the index, regardless of whether or not they were in the index immediately prior to the reconstitution. However under the banding rule, stocks ranked 901 1,100 are only included in the index if they were constituents of the index immediately prior to the reconstitution, and are thus selected in rank order until 1,000 stocks have been selected in total. If a total of 1,000 stocks is not reached as a result of this process, then stocks ranked 901 1,100 that were not constituents immediately prior to the reconstitution are selected until the 1,000-stock mark is reached.
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Index Maintenance
The Russell/Nomura PRIME Index is reconstituted annually (on the first trading day in December). Newly listed large-caps are included every quarter as of the first business day of the second month following the determination date, e.g. the determination date for stocks listed in January, February, or March is the end of April, and the inclusion date is the first business day in June. The Index is calculated based on the Nomura composite share price. When stocks are listed on more than one exchange, the Nomura composite price is used as the price. The Nomura composite price adopts the price on the exchange with the most accurate price for that stock, based on the stocks percentage of days traded and total trading volume for the latest 60 days. Any change to stocks in the index take into consideration the situation following each action on a case-by-case basis. The objective is to maintain the inclusion of the constituent stocks and avoid temporary exclusions from the indexes. Stocks assigned as securities to be delisted will be removed from the index four business days following the move. Stocks that are delisted for reasons other than those noted above are removed from the index on the date of delisting. Stocks that have been removed from the index are not replaced.
Outside of the annual reconstitution, free-float ratios (vis-à-vis stable shareholdings) will be revised as necessary, in principle, in the event of substantial changes in stable shareholdings due to corporate actions such as the conversion of preferred stocks, M&A involving private (non-listed) companies, tender offer bids (TOB), as well as private placements. The decision as to whether or not to revise free-float ratios will be made upon confirmation of the number of shares following such corporate actions, and in the case revisions are implemented, an announcement to this effect will be made and the changes duly reflected in the indexes.
Structural Changes
The aim of the annual reconstitution of the Russell/Nomura Japan Indexes is to completely and objectively rebuild the indexes to ensure market segments are accurately represented, while minimizing unnecessary turnover.
Complete reconstitution is important for an index designed to represent market segments because market characteristics change over time. Lack of complete reconstitution results in sector, capitalization, and style biases, all of which challenge the ability of an index to represent the market.
As a general rule, index changes are announced on the website of Nomura Securities at 4 pm (Tokyo time) on the first trading day of the month prior to the reconstitution month or about two weeks prior to when changes outside reconstitution take effect, except but not limited to cases of unforeseen circumstances or when information cannot be confirmed.
Inception Date
The inception date of the Russell/Nomura PRIME Index is June 2004, with historical performance going back to end-December, 1996.
Index Compilation
The Russell/Nomura PRIME Index is compiled by Russell Investment Group and Nomura Securities Co., Ltd., in conjunction with Nomura Research Institute, as agent for Nomura Securities.
Russell/Nomura Small Cap Index
Index Methodology
The Russell/Nomura Small Cap Index represents approximately the smallest 15% of stocks in terms of float-adjusted market capitalization of the Russell/Nomura Total Market Index, which are determined by an annual reconstitution of the Russell/Nomura Japan Indexes.
For the Russell/Nomura Total Market Index itself, stocks are ranked according to free float-adjusted market capitalization and are selected based on data as of the 15th day of the month prior to the month preceding reconstitution. Stocks are added to the Total Market Index in descending order of adjusted market capitalization until over 98% of total market capitalization is represented and the number of stocks in the index is a multiple of 100.
The Small Cap Index contains approximately the bottom 15% of Total Market Index stocks by adjusted market capitalization, and excludes stocks in the Large Cap Index.
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Index Maintenance
The Russell/Nomura Small Cap Index is reconstituted annually (on the first trading day in December) as part of the overall reconstitution of the Russell/Nomura Total Market Index. The Index is calculated based on the Nomura composite share price. When stocks are listed on more than one exchange, the Nomura composite price is used as the price. The Nomura composite price adopts the price on the exchange with the most accurate price for that stock, based on the stocks percentage of days traded and total trading volume for the latest 60 days. Any change to stocks in the index take into consideration the situation following each action on a case-by-case basis. The objective is to maintain the inclusion of the constituent stocks and avoid temporary exclusions from the indexes. Stocks assigned as securities to be delisted will be removed from the index four business days following the move. Stocks that are delisted for reasons other than those noted above are removed from the index on the date of delisting. Stocks that have been removed from the index are not replaced.
Outside of the annual reconstitution, free-float ratios (vis-à-vis stable shareholdings) will be revised as necessary, in principle, in the event of substantial changes in stable shareholdings due to corporate actions such as the conversion of preferred stocks, M&A involving private (non-listed) companies, tender offer bids (TOB), as well as private placements. The decision as to whether or not to revise free-float ratios will be made upon confirmation of the number of shares following such corporate actions, and in the case revisions are implemented, an announcement to this effect will be made and the changes duly reflected in the indexes.
Structural Changes
The aim of the annual reconstitution of the Russell/Nomura Japan Indexes is to completely and objectively rebuild the indexes to ensure market segments are accurately represented, while minimizing unnecessary turnover. Complete reconstitution is important for an index designed to represent market segments because market characteristics change over time. Lack of complete reconstitution results in sector, capitalization, and style biases, all of which challenge the ability of an index to represent the market. As a general rule, index changes are announced on the website of Nomura Securities at 4 pm (Tokyo time) on the first trading day of the month prior to the reconstitution month or about two weeks prior to when changes outside reconstitution take effect, except but not limited to cases of unforeseen circumstances or when information cannot be confirmed.
Inception Date
The inception date of the Russell/Nomura Small Cap Index is December 1995, with historical performance going back to end-December, 1979.
Index Compilation
The Russell/Nomura Small Cap Index is compiled by Russell Investment Group and Nomura Securities Co., Ltd., in conjunction with Nomura Research Institute, as agent for Nomura Securities.
PRINCIPAL INVESTMENT STRATEGIES
DIVERSIFICATION STATUS
Each Fund is classified as a non-diversified investment company under the 1940 Act. A non-diversified classification means that a Fund is not limited by the 1940 Act with regard to the percentage of its assets that may be invested in the securities of a single issuer. This means that a Fund may invest a greater portion of its assets in the securities of a single issuer than a diversified fund. The securities of a particular issuer may constitute a greater portion of an Index of each Fund and, therefore, the securities may constitute a greater portion of a Funds portfolio. This may have an adverse effect on a Funds performance or subject a Funds Shares to greater price volatility than more diversified investment companies.
Although each Fund is non-diversified for purposes of the 1940 Act, each Fund intends to maintain the required level of diversification and otherwise conduct its operations so as to qualify as a regulated investment company for purposes of the Internal Revenue Code of 1986, as amended (Internal Revenue Code), and to relieve each Fund of any liability for federal income tax to the extent that its earnings are distributed to shareholders. Compliance with the diversification requirements of the Internal Revenue Code may limit the investment flexibility of a Fund and may make it less likely that a Fund will meet its investment objective.
CONCENTRATION
Each Funds investments will generally be concentrated in a particular industry or group of industries to the extent that the Funds underlying Index is concentrated in a particular industry or group of industries. The securities of issuers in particular industries may dominate the benchmark Index of a Fund and consequently a Funds investment portfolio. This may adversely affect a Funds performance or subject its Shares to greater price volatility than that experienced by less concentrated investment companies. The Trusts general policy is to exclude securities of the U.S. government and its agencies or instrumentalities when measuring industry concentration.
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In pursuing its objective, each Fund may hold the securities of a single issuer in an amount exceeding 10% of the market value of the outstanding securities of the issuer, subject to restrictions imposed by the Internal Revenue Code. In particular, as a Funds size grows and its assets increase, it will be more likely to hold more than 10% of the securities of a single issuer if the issuer has a relatively small public float as compared to other components in its benchmark Index.
FOREIGN CURRENCY TRANSACTIONS
Each Fund may conduct foreign currency transactions on a spot (i.e., cash) or forward basis (i.e., by entering into forward contracts to purchase or sell foreign currencies). Although foreign exchange dealers generally do not charge a fee for such conversions, they do realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency at one rate, while offering a lesser rate of exchange should the counterparty desire to resell that currency to the dealer. Forward contracts are customized transactions that generally require a specific amount of a currency to be delivered at a specific exchange rate on a specific date or range of dates in the future although the Fund may also enter into non-deliverable currency forward contracts (NDFs) that contractually require the netting of the parties liabilities. Forwards, including NDFs, can have substantial price volatility. Forward contracts are generally traded in an interbank market directly between currency traders (usually large commercial banks) and their customers. The parties to a forward contract may agree to offset or terminate the contract before its maturity, or may hold the contract to maturity and complete the contemplated currency exchange. At the discretion of the Adviser, the Funds may enter into forward currency exchange contracts for hedging purposes to help reduce the risks and volatility caused by changes in foreign currency exchange rates, or to gain exposure to certain currencies in an effort to track the composition of the applicable Index. When used for hedging purposes, they tend to limit any potential gain that may be realized if the value of the Funds foreign holdings increases because of currency fluctuations.
U.S. REGISTERED SECURITIES OF FOREIGN ISSUERS
Each Fund may purchase publicly traded common stocks of foreign corporations.
Investing in U.S. registered, dollar-denominated, securities issued by non-U.S. issuers involves some risks and considerations not typically associated with investing in U.S. companies. These include differences in accounting, auditing and financial reporting standards, the possibility of expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability which could affect U.S. investments in foreign countries, and potential restrictions of the flow of international capital. Foreign companies may be subject to less governmental regulation than U.S. issuers. Moreover, individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payment positions.
A Funds investment in common stock of foreign corporations may also be in the form of American Depositary Receipts (ADRs), Global Depositary Receipts (GDRs) and European Depositary Receipts (EDRs) (collectively Depositary Receipts). Depositary Receipts are receipts, typically issued by a bank or trust company, which evidence ownership of underlying securities issued by a foreign corporation. For ADRs, the depository is typically a U.S. financial institution and the underlying securities are issued by a foreign issuer. For other Depositary Receipts, the depository may be a foreign or a U.S. entity, and the underlying securities may have a foreign or a U.S. issuer. Depositary Receipts will not necessarily be denominated in the same currency as their underlying securities. Generally, ADRs, in registered form, are designed for use in the U.S. securities markets, and EDRs, in bearer form, are designated for use in European securities markets. GDRs are tradable both in the United States and in Europe and are designed for use throughout the world. The Fund may invest in unsponsored Depositary Receipts. The issuers of unsponsored Depositary Receipts are not obligated to disclose material information in the United States, and, therefore, there may be less information available regarding such issuers and there may not be a correlation between such information and the market value of the Depositary Receipts.
NON-PRINCIPAL INVESTMENT STRATEGIES
FUTURES CONTRACTS, OPTIONS AND SWAP AGREEMENTS
Each Fund may invest up to 20% of its assets in derivatives, including exchange-traded futures and options contracts and swap agreements (including credit default swaps). A Fund will segregate cash and/or appropriate liquid assets if required to do so by SEC or Commodity Futures Trading Commission (CFTC) regulation or interpretation.
Futures contracts generally provide for the future sale by one party and purchase by another party of a specified commodity or security at a specified future time and at a specified price. Index futures contracts are settled daily with a payment by one party to the other of a cash amount based on the difference between the level of the index specified in the contract from one day to the next. Futures contracts are standardized as to maturity date and underlying instrument and are traded on futures exchanges.
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A Fund is required to make a good faith margin deposit in cash or U.S. government securities with a broker or custodian to initiate and maintain open positions in futures contracts. A margin deposit is intended to assure completion of the contract (delivery or acceptance of the underlying commodity or payment of the cash settlement amount) if it is not terminated prior to the specified delivery date. Brokers may establish deposit requirements which are higher than the exchange minimums. Futures contracts are customarily purchased and sold on margin deposits which may range upward from less than 5% of the value of the contract being traded.
After a futures contract position is opened, the value of the contract is marked to market daily. If the futures contract price changes to the extent that the margin on deposit does not satisfy margin requirements, payment of additional variation margin will be required. Conversely, change in the contract value may reduce the required margin, resulting in a repayment of excess margin to the contract holder. Variation margin payments are made to and from the futures broker for as long as the contract remains open. In such case, a Fund would expect to earn interest income on its margin deposits. Closing out an open futures position is done by taking an opposite position (buying a contract which has previously been sold or selling a contract previously purchased) in an identical contract to terminate the position. Brokerage commissions are incurred when a futures contract position is opened or closed.
A Fund may purchase and sell put and call options. Such options may relate to particular securities and may or may not be listed on a national securities exchange and issued by The Options Clearing Corporation. Options trading is a highly specialized activity that entails greater than ordinary investment risk. Options on particular securities may be more volatile than the underlying securities, and therefore, on a percentage basis, an investment in options may be subject to greater fluctuation than an investment in the underlying securities themselves.
Regulation under the Commodities Exchange Act. Each Fund intends to use futures and options in accordance with Rule 4.5 of the Commodity Exchange Act (CEA). A Fund may use exchange-traded futures and options, together with positions in cash and money market instruments, to simulate full investment in its underlying Index. Exchange-traded futures and options contracts may not be currently available for all of the Indexes. Under such circumstances, the Adviser may seek to utilize other instruments that it believes to be correlated to the applicable Index components or a subset of the components. The Trust, on behalf of the Funds, has filed a notice of eligibility for exclusion from the definition of the term commodity pool operator in accordance with Rule 4.5 so that the Funds are not subject to registration or regulation as a commodity pool operator under the CEA.
In connection with its management of the Funds, the Adviser has claimed an exemption from registration as a commodity trading advisor under the CEA and, therefore, is not subject to the registration and regulatory requirements of the CEA. Under the exemption from registration as a commodity pool operator provided under CFTC Rule 4.5, if a Fund uses futures, options on futures, or swaps other than for bona fide hedging purposes (as defined by the CFTC), the aggregate initial margin and premiums on these positions (after taking into account unrealized profits and unrealized losses on any such positions and excluding the amount by which options that are in-the-money at the time of purchase are in-the-money) may not exceed 5% of the Funds net asset value, or alternatively, the aggregate net notional value of those positions may not exceed 100% of the Funds net asset value (after taking into account unrealized profits and unrealized losses on any such positions). Should a Fund not be able to rely on Rule 4.5, the Adviser will be required to register with the CFTC, with respect to the Fund, as a commodity pool operator. Registration by the Adviser as a commodity pool operator with respect to a Fund would subject the Fund to regulation by both the CFTC and SEC. Each Fund reserves the right to engage in transactions involving futures and options thereon to the extent allowed by the CFTC regulations in effect from time to time and in accordance with a Funds policies. Each Fund would take steps to prevent its futures positions from leveraging its securities holdings. When it has a long futures position, it will maintain with its custodian bank, cash or equivalents assets substantially identical to those underlying the contract or cash and equivalents (or a combination of the foregoing) having a value equal to the net obligation of a Fund under the contract (less the value of any margin deposits in connection with the position). When it has a short futures position, it will maintain with its custodian bank assets substantially identical to those underlying the contract or cash and equivalents (or a combination of the foregoing) having a value equal to the net obligation of a Fund under the contract (less the value of any margin deposits in connection with the position).
Short Sales Against the Box. Each Fund may engage in short sales against the box. In a short sale against the box, the Fund agrees to sell at a future date a security that it either contemporaneously owns or has the right to acquire at no extra cost. If the price of the security has declined at the time the Fund is required to deliver the security, the Fund will benefit from the difference in the price. If the price of the security has increased, the Fund will be required to pay the difference.
Swap Agreements. Each Fund may enter into swap agreements; including interest rate, index, and total return swap agreements. Swap agreements are contracts between parties in which one party agrees to make periodic payments to the other party based on the change in market value or level of a specified rate, index or asset. In return, the other party agrees to make payments to the first party based on the return of a different specified rate, index or asset. Swap agreements will usually be done on a net basis, i.e., where the two parties make net payments with a Fund receiving or paying, as the case may be, only the net amount of the two payments. The net amount of the excess, if any, of a Funds obligations over its entitlements with respect to each swap is accrued on a daily basis and an amount of cash or equivalents having an aggregate value at least equal to the accrued excess is maintained by the Fund.
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In the case of a credit default swap (CDS), the contract gives one party (the buyer) the right to recoup the economic value of a decline in the value of debt securities of the reference issuer if the credit event (a downgrade or default) occurs. This value is obtained by delivering a debt security of the reference issuer to the party in return for a previously agreed payment from the other party (frequently, the par value of the debt security). As the seller of a CDS contract, a Fund would be required to pay the par (or other agreed upon) value of a referenced debt obligation to the counterparty in the event of a default or other credit event by the reference issuer, such as a U.S. or foreign corporate issuer, with respect to debt obligations. In return, the Fund would receive from the counterparty a periodic stream of payments over the term of the contract provided that no event of default has occurred. If no default occurs, a Fund would keep the stream of payments and would have no payment obligations. As the seller, the Fund would be subject to investment exposure on the notional amount of the swap.
CDSs may require initial premium (discount) payments as well as periodic payments (receipts) related to the interest leg of the swap or to the default of a reference obligation. A Fund will segregate assets necessary to meet any accrued payment obligations when it is the buyer of CDS. In cases where a Fund is a seller of a CDS, if the CDS is physically settled or cash settled, the Fund will be required to segregate the full notional amount of the CDSs. Such segregation will not limit the Funds exposure to loss.
CDS agreements involve greater risks than if a Fund had invested in the reference obligation directly since, in addition to general market risks, illiquidity risk associated with a particular issuer, and credit risk, each of which will be similar in either case, CDSs are subject to the risk of illiquidity within the CDS market on the whole, as well as counterparty risk. A Fund will enter into CDS agreements only with counterparties that meet certain standards of creditworthiness. A Fund will only enter into CDSs for purposes of better tracking the performance of its Index.
FUTURE DEVELOPMENTS
A Fund may take advantage of opportunities in the area of options and futures contracts, options on futures contracts, warrants, swaps and any other investments which are not presently contemplated for use by the Fund or which are not currently available but which may be developed, to the extent such opportunities are both consistent with the Funds investment objective and legally permissible for the Fund. Before entering into such transactions or making any such investment, a Fund will provide appropriate disclosure.
INVESTMENT COMPANIES
Each Fund may invest in the securities of other investment companies, including affiliated funds and money market funds, subject to applicable limitations under Section 12(d)(1) of the 1940 Act. Pursuant to Section 12(d)(1), a Fund may invest in the securities of another investment company (the acquired company) provided that the Fund, immediately after such purchase or acquisition, does not own in the aggregate: (i) more than 3% of the total outstanding voting stock of the acquired company; (ii) securities issued by the acquired company having an aggregate value in excess of 5% of the value of the total assets of the Fund; or (iii) securities issued by the acquired company and all other investment companies (other than Treasury stock of the Fund) having an aggregate value in excess of 10% of the value of the total assets of the Fund. To the extent allowed by law, regulation, a Funds investment restrictions and the Trusts exemptive relief, each Fund may invest its assets in securities of investment companies that are affiliated funds and/or money market funds, in excess of the limits discussed above.
If a Fund invests in, and, thus, is a shareholder of, another investment company, the Funds shareholders will indirectly bear the Funds proportionate share of the fees and expenses paid by such other investment company, including advisory fees, in addition to both the management fees payable directly by the Fund to the Funds own investment adviser and the other expenses that the Fund bears directly in connection with the Funds own operations.
LENDING PORTFOLIO SECURITIES
Each Fund may lend portfolio securities to certain creditworthy borrowers in U.S. and non-U.S. markets in an amount not to exceed one third (33 1 / 3 %) of the value of its total assets. The borrowers provide collateral that is marked to market daily, in an amount at least equal to the current market value of the securities loaned. A Fund may terminate a loan at any time and obtain the securities loaned. A Fund receives the value of any interest or cash or non-cash distributions paid on the loaned securities. A Fund cannot vote proxies for securities on loan, but may recall loans to vote proxies if a material issue affecting the Funds economic interest in the investment is to be voted upon. Distributions received on loaned securities in lieu of dividend payments ( i.e., substitute payments) would not be considered qualified dividend income.
With respect to loans that are collateralized by cash, the borrower will be entitled to receive a fee based on the amount of cash collateral. A Fund is compensated by the difference between the amount earned on the reinvestment of cash collateral and the fee paid to the borrower. In the case of collateral other than cash, a Fund is compensated by a fee paid by the borrower equal to a percentage of the market value of the loaned securities. Any cash collateral may be reinvested in certain short-term instruments either directly on behalf of the lending Fund or through one or more joint accounts or money market funds, which may include those managed by the Adviser.
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A Fund may pay a portion of the interest or fees earned from securities lending to a borrower as described above, and to one or more securities lending agents approved by the Board of Trustees of the Trust (the Board) who administer the lending program for the Funds in accordance with guidelines approved by the Board. In such capacity, the lending agent causes the delivery of loaned securities from a Fund to borrowers, arranges for the return of loaned securities to the Fund at the termination of a loan, requests deposit of collateral, monitors the daily value of the loaned securities and collateral, requests that borrowers add to the collateral when required by the loan agreements, and provides recordkeeping and accounting services necessary for the operation of the program. State Street Bank and Trust Company (State Street), an affiliate of the Trust, has been approved by the Board to serve as securities lending agent for a Fund and the Trust has entered into an agreement with State Street for such services. Among other matters, the Trust has agreed to indemnify State Street for certain liabilities. State Street has received an order of exemption from the SEC under Sections 17(a) and 12(d)(1) under the 1940 Act to serve as the lending agent for affiliated investment companies such as the Trust and to invest the cash collateral received from loan transactions to be invested in an affiliated cash collateral fund.
Securities lending involves exposure to certain risks, including operational risk (i.e., the risk of losses resulting from problems in the settlement and accounting process especially so in certain international markets such as Taiwan), gap risk (i.e., the risk of a mismatch between the return on cash collateral reinvestments and the fees a Fund has agreed to pay a borrower), risk of loss of collateral, credit, legal, counterparty and market risk. Although State Street has agreed to provide a Fund with indemnification in the event of a borrower default, a Fund is still exposed to the risk of losses in the event a borrower does not return a Funds securities as agreed. For example, delays in recovery of lent securities may cause a Fund to lose the opportunity to sell the securities at a desirable price.
LEVERAGING
While the Funds do not anticipate doing so, a Fund may borrow money in an amount greater than 5% of the value of the Funds total assets. However, under normal circumstances, a Fund will not borrow money from a bank in an amount greater than 10% of the value of the Funds total assets. Borrowing for investment purposes is one form of leverage. Leveraging investments, by purchasing securities with borrowed money, is a speculative technique that increases investment risk, but also increases investment opportunity. Because substantially all of a Funds assets will fluctuate in value, whereas the interest obligations on borrowings may be fixed, the NAV of a Fund will increase more when such Funds portfolio assets increase in value and decrease more when the Funds portfolio assets decrease in value than would otherwise be the case. Moreover, interest costs on borrowings may fluctuate with changing market rates of interest and may partially offset or exceed the returns on the borrowed funds.
REPURCHASE AGREEMENTS
Each Fund may invest in repurchase agreements with commercial banks, brokers or dealers to generate income from its excess cash balances and to invest securities lending cash collateral. A repurchase agreement is an agreement under which a Fund acquires a financial instrument (e.g., a security issued by the U.S. government or an agency thereof, a bankers acceptance or a certificate of deposit) from a seller, subject to resale to the seller at an agreed upon price and date (normally, the next Business Day as defined below). A repurchase agreement may be considered a loan collateralized by securities. The resale price reflects an agreed upon interest rate effective for the period the instrument is held by a Fund and is unrelated to the interest rate on the underlying instrument.
In these repurchase agreement transactions, the securities acquired by a Fund (including accrued interest earned thereon) must have a total value in excess of the value of the repurchase agreement and are held by the Custodian until repurchased. No more than an aggregate of 15% of a Funds net assets will be invested in illiquid securities, including repurchase agreements having maturities longer than seven days and securities subject to legal or contractual restrictions on resale, or for which there are no readily available market quotations.
The use of repurchase agreements involves certain risks. For example, if the other party to the agreement defaults on its obligation to repurchase the underlying security at a time when the value of the security has declined, a Fund may incur a loss upon disposition of the security. If the other party to the agreement becomes insolvent and subject to liquidation or reorganization under the U.S. Bankruptcy Code or other laws, a court may determine that the underlying security is collateral for a loan by a Fund not within the control of the Fund and, therefore, the Fund may not be able to substantiate its interest in the underlying security and may be deemed an unsecured creditor of the other party to the agreement.
REVERSE REPURCHASE AGREEMENTS
Each Fund may enter into reverse repurchase agreements, which involve the sale of securities with an agreement to repurchase the securities at an agreed-upon price, date and interest payment and have the characteristics of borrowing. The securities purchased with the funds obtained from the agreement and securities collateralizing the agreement will have maturity dates no later than the repayment date. Generally the effect of such transactions is that a Fund can recover all or most of the cash invested in the portfolio
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securities involved during the term of the reverse repurchase agreement, while in many cases a Fund is able to keep some of the interest income associated with those securities. Such transactions are only advantageous if a Fund has an opportunity to earn a greater rate of interest on the cash derived from these transactions than the interest cost of obtaining the same amount of cash. Opportunities to realize earnings from the use of the proceeds equal to or greater than the interest required to be paid may not always be available and a Fund intends to use the reverse repurchase technique only when the Adviser believes it will be advantageous to the Fund. The use of reverse repurchase agreements may exaggerate any interim increase or decrease in the value of a Funds assets. A Funds exposure to reverse repurchase agreements will be covered by securities having a value equal to or greater than such commitments. Under the 1940 Act, reverse repurchase agreements are considered borrowings. Although there is no limit on the percentage of Fund assets that can be used in connection with reverse repurchase agreements, the Funds do not expect to engage, under normal circumstances, in reverse repurchase agreements with respect to more than 10% of their respective total assets.
RESTRICTED SECURITIES
Each Fund may invest in restricted securities. Restricted Securities are securities that are not registered under the Securities Act, but which can be offered and sold to qualified institutional buyers under Rule 144A under the Securities Act. Institutional markets for restricted securities have developed as a result of the promulgation of Rule 144A under the Securities Act, which provides a safe harbor from Securities Act registration requirements for qualifying sales to institutional investors. When Rule 144A restricted securities present an attractive investment opportunity and meet other selection criteria, a Fund may make such investments whether or not such securities are illiquid depending on the market that exists for the particular security. The Board has delegated the responsibility for determining the liquidity of Rule 144A restricted securities that a Fund may invest in to the Adviser. In reaching liquidity decisions, the Adviser may consider the following factors: the frequency of trades and quotes for the security; the number of dealers wishing to purchase or sell the security and the number of other potential purchasers; dealer undertakings to make a market in the security; and the nature of the security and the nature of the marketplace in which it trades ( e.g. , the time needed to dispose of the security, the method of soliciting offers and the mechanics of transfer).
COMMERCIAL PAPER
Each Fund may invest in commercial paper as described in the Prospectus. Commercial paper consists of short-term, promissory notes issued by banks, corporations and other entities to finance short-term credit needs. These securities generally are discounted but sometimes may be interest bearing.
OTHER SHORT-TERM INSTRUMENTS
In addition to repurchase agreements, each Fund may invest in short-term instruments, including money market instruments, (including money market funds advised by the Adviser), cash and cash equivalents, on an ongoing basis to provide liquidity or for other reasons. Money market instruments are generally short-term investments that may include but are not limited to: (i) shares of money market funds (including those advised by the Adviser); (ii) obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities (including government-sponsored enterprises); (iii) negotiable certificates of deposit (CDs), bankers acceptances, fixed time deposits and other obligations of U.S. and foreign banks (including foreign branches) and similar institutions; (iv) commercial paper rated at the date of purchase Prime-1 by Moodys Investors Service (Moodys) or A-1 by Standard & Poors (S&P), or if unrated, of comparable quality as determined by the Adviser; (v) non-convertible corporate debt securities (e.g., bonds and debentures) with remaining maturities at the date of purchase of not more than 397 days and that satisfy the rating requirements set forth in Rule 2a-7 under the 1940 Act; and (vi) short-term U.S. dollar-denominated obligations of foreign banks (including U.S. branches) that, in the opinion of the Adviser, are of comparable quality to obligations of U.S. banks which may be purchased by a Fund. Any of these instruments may be purchased on a current or a forward-settled basis. Money market instruments also include shares of money market funds. Time deposits are non-negotiable deposits maintained in banking institutions for specified periods of time at stated interest rates. Bankers acceptances are time drafts drawn on commercial banks by borrowers, usually in connection with international transactions.
SPECIAL CONSIDERATIONS AND RISKS
A discussion of the risks associated with an investment in each Fund is contained in the Prospectus. The discussion below supplements, and should be read in conjunction with, the Prospectus.
PRINCIPAL RISKS
GENERAL
Investment in a Fund should be made with an understanding that the value of a Funds portfolio securities may fluctuate in accordance with changes in the financial condition of the issuers of the portfolio securities, the value of securities generally and other factors.
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An investment in a Fund should also be made with an understanding of the risks inherent in an investment in securities, including the risk that the financial condition of issuers may become impaired or that the general condition of the securities markets may deteriorate (either of which may cause a decrease in the value of the portfolio securities and thus in the value of Shares). Securities are susceptible to general 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 incur more risk than holders of preferred stocks and debt obligations because common stockholders, as owners of the issuer, have generally inferior rights to receive payments from the issuer in comparison with the rights of creditors of, or holders of debt obligations or preferred stocks issued by, the issuer. Further, unlike debt securities which typically have a stated principal amount payable at maturity (whose value, however, will be subject to market fluctuations prior thereto), or preferred stocks which typically have a liquidation preference and which 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 principal trading market for some of the securities in an Index may be in the over-the-counter market. The existence of a liquid trading market for certain securities may depend on whether dealers will make a market in such securities. There can be no assurance that a market will be made or maintained or that any such market will be or remain liquid. The price at which securities may be sold and the value of a Funds Shares will be adversely affected if trading markets for a Funds portfolio securities are limited or absent or if bid/ask spreads are wide.
REAL ESTATE INVESTMENT TRUSTS (REITs)
The Funds may and, in particular, the SPDR Dow Jones International Real Estate ETF and SPDR Dow Jones Global Real Estate ETF will, invest in REITs. REITs pool investors funds for investment primarily in income producing real estate or real estate loans or interests. A REIT is not taxed on income distributed to shareholders if it complies with several requirements relating to its organization, ownership, assets, and income and a requirement that it distribute to its shareholders at least 90% of its taxable income (other than net capital gains) for each taxable year. REITs can generally be classified as Equity REITs, Mortgage REITs and Hybrid REITs. Equity REITs, which invest the majority of their assets directly in real property, derive their income primarily from rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs, which invest the majority of their assets in real estate mortgages, derive their income primarily from interest payments. Hybrid REITs combine the characteristics of both Equity REITs and Mortgage REITs. A Fund will not invest in real estate directly, but only in securities issued by real estate companies. However, a Fund may be subject to risks similar to those associated with the direct ownership of real estate (in addition to securities markets risks) because of its policy of concentration in the securities of companies in the real estate industry. These include declines in the value of real estate, risks related to general and local economic conditions, dependency on management skill, heavy cash flow dependency, possible lack of availability of mortgage funds, overbuilding, extended vacancies of properties, increased competition, increases in property taxes and operating expenses, changes in zoning laws, losses due to costs resulting from the clean-up of environmental problems, liability to third parties for damages resulting from environmental problems, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal of properties to tenants and changes in interest rates. Investments in REITs may subject Fund shareholders to duplicate management and administrative fees.
In addition to these risks, Equity REITs may be affected by changes in the value of the underlying property owned by the trusts, while Mortgage REITs may be affected by the quality of any credit extended. Further, Equity and Mortgage REITs are dependent upon management skills and generally may not be diversified. Equity and Mortgage REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidation. In addition, if applicable, Equity and Mortgage REITs could possibly fail to qualify for the beneficial tax treatment available to REITs under the Internal Revenue Code, or to maintain their exemptions from registration under the 1940 Act. The above factors may also adversely affect a borrowers or a lessees ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting investments.
NON-PRINCIPAL RISKS
FUTURES AND OPTIONS TRANSACTIONS
There can be no assurance that a liquid secondary market will exist for any particular futures contract or option at any specific time. Thus, it may not be possible to close a futures or options position. In the event of adverse price movements, a Fund would continue to be required to make daily cash payments to maintain its required margin. In such situations, if a Fund has insufficient cash, it may have to sell portfolio securities to meet daily margin requirements at a time when it may be disadvantageous to do so. In addition, a Fund may be required to make delivery of the instruments underlying futures contracts it has sold.
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Each Fund will minimize the risk that it will be unable to close out a futures or options contract by only entering into futures and options for which there appears to be a liquid secondary market.
The risk of loss in trading futures contracts or uncovered call options in some strategies (e.g., selling uncovered index futures contracts) is potentially unlimited. The Funds do not plan to use futures and options contracts, when available, in this manner. The risk of a futures position may still be large as traditionally measured due to the low margin deposits required. In many cases, a relatively small price movement in a futures contract may result in immediate and substantial loss or gain to the investor relative to the size of a required margin deposit. A Fund, however, may utilize futures and options contracts in a manner designed to limit its risk exposure to that which is comparable to what it would have incurred through direct investment in securities.
Utilization of futures transactions by a Fund involves the risk of imperfect or even negative correlation to its benchmark Index if the index underlying the futures contracts differs from the benchmark Index or if the futures contracts do not track the benchmark Index as expected. There is also the risk of loss by a Fund of margin deposits in the event of bankruptcy of a broker with whom a Fund has an open position in the futures contract or option.
Certain financial futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous days settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day and therefore does not limit potential losses, because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and subjecting some futures traders to substantial losses.
RISKS OF SWAP AGREEMENTS
Swap agreements are subject to the risk that the swap counterparty will default on its obligations. If such a default occurs, a Fund will have contractual remedies pursuant to the agreements related to the transaction, but such remedies may be subject to bankruptcy and insolvency laws which could affect the Funds rights as a creditor.
The use of interest-rate and index swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio security transactions. The use of a swap requires an understanding not only of the referenced asset, reference rate, or index but also of the swap itself, without the benefit of observing the performance of the swap under all possible market conditions. These transactions generally do not involve the delivery of securities or other underlying assets or principal.
The swaps market is largely unregulated. It is possible that developments in the swaps market, including potential government regulation, could adversely affect a Funds ability to terminate existing swap agreements or to realize amounts to be received under such agreements.
Because they are two party contracts that may be subject to contractual restrictions on transferability and termination and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid and subject to a Funds limitation on investments in illiquid securities. To the extent that a swap is not liquid, it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price, which may result in significant losses. Like most other investments, swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental to a Funds interest.
If a Fund uses a swap as a hedge against, or as a substitute for, a portfolio investment, the Fund will be exposed to the risk that the swap will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the Fund. While hedging strategies involving swap instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other Fund investments. Many swaps are complex and often valued subjectively.
TAX RISKS
As with any investment, you should consider how your investment in Shares of a Fund will be taxed. The tax information in the Prospectus and this SAI is provided as general information. You should consult your own tax professional about the tax consequences of an investment in Shares of a Fund.
Unless your investment in Shares is made through a tax-exempt entity or tax-deferred retirement account, such as an individual retirement account, you need to be aware of the possible tax consequences when a Fund makes distributions or you sell Fund Shares.
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CONTINUOUS OFFERING
The method by which Creation Units of Shares are created and traded may raise certain issues under applicable securities laws. Because new Creation Units of Shares are issued and sold by the Trust on an ongoing basis, at any point a distribution, as such term is used in the Securities Act, may occur. Broker-dealers and other persons are cautioned that some activities on their part may, depending on the circumstances, 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 Securities Act.
For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units after placing an order with the Distributor, breaks them down into constituent Shares, and sells such Shares directly to customers, or if it chooses to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for Shares. A determination of whether one is an underwriter for purposes of the Securities Act 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 a categorization as an underwriter.
Broker-dealer firms should also note that dealers who are not underwriters but are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. This is because the prospectus delivery exemption in Section 4(3) of the Securities Act is not available in respect of such transactions as a result of Section 24(d) of the 1940 Act. Firms that incur a prospectus-delivery obligation with respect to Shares of a Fund are reminded that under Securities Act Rule 153, a prospectus-delivery obligation under Section 5(b)(2) of the Securities Act owed to an exchange member in connection with a sale on the Exchange is satisfied by the fact that a Funds Prospectus is available at the Exchange upon request. The prospectus delivery mechanism provided in Rule 153 is only available with respect to transactions on an exchange.
CYBER SECURITY RISK
With the increased use of technologies such as the Internet and the dependence on computer systems to perform business and operational functions, investment companies (such as the Funds) and their service providers (including the Adviser) may be prone to operational and information security risks resulting from cyber-attacks and/or technological malfunctions. In general, cyber-attacks are deliberate, but unintentional events may have similar effects. Cyber-attacks include, among others, stealing or corrupting data maintained online or digitally, preventing legitimate users from accessing information or services on a website, releasing confidential information without authorization, and causing operational disruption. Successful cyber-attacks against, or security breakdowns of, a Fund, the Adviser, a Sub-Adviser, or a custodian, transfer agent, or other affiliated or third-party service provider may adversely affect the Fund or its shareholders. For instance, cyber-attacks may interfere with the processing of shareholder transactions, affect a Funds ability to calculate its NAV, cause the release of private shareholder information or confidential Fund information, impede trading, cause reputational damage, and subject the Fund to regulatory fines, penalties or financial losses, reimbursement or other compensation costs, and additional compliance costs. Cyber-attacks may render records of Fund assets and transactions, shareholder ownership of Fund shares, and other data integral to the functioning of the Fund inaccessible or inaccurate or incomplete. The Fund may also incur substantial costs for cyber security risk management in order to prevent cyber incidents in the future. The Fund and its shareholders could be negatively impacted as a result. While the Adviser has established business continuity plans and systems designed to minimize the risk of cyber-attacks through the use of technology, processes and controls, there are inherent limitations in such plans and systems, including the possibility that certain risks have not been identified given the evolving nature of this threat. The Fund relies on third-party service providers for many of its day-to-day operations, and will be subject to the risk that the protections and protocols implemented by those service providers will be ineffective to protect the Fund from cyber-attack. Similar types of cyber security risks also are present for issuers of securities in which the Funds invest, which could result in material adverse consequences for such issuers, and may cause a Funds investment in such securities to lose value.
The Trust has adopted the following investment restrictions as fundamental policies with respect to each Fund. These restrictions cannot be changed without the approval of the holders of a majority of a Funds outstanding voting securities. For purposes of the 1940 Act, a majority of the outstanding voting securities of a Fund means the vote, at an annual or a special meeting of the security holders of the Trust, of the lesser of (1) 67% or more of the voting securities of the Fund present at such meeting, if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented by proxy, or (2) more than 50% of the outstanding voting securities of the Fund. Except with the approval of a majority of the outstanding voting securities, each Fund may not:
1. Concentrate its investments in securities of issuers in the same industry, except as may be necessary to approximate the composition of the Funds underlying Index 1 ;
1 | The SEC Staff considers concentration to involve more than 25% of a funds assets to be invested in an industry or group of industries. |
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2. Make loans to another person except as permitted by the 1940 Act or other governing statute, by the rules thereunder, or by the SEC or other regulatory agency with authority over the Fund;
3. Issue senior securities or borrow money, except as permitted by the 1940 Act or other governing statute, by the rules thereunder, or by the SEC or other regulatory agency with authority over the Fund;
4. Invest directly in real estate unless the real estate is acquired as a result of ownership of securities or other instruments. This restriction shall not preclude the Fund from investing in companies that deal in real estate or in instruments that are backed or secured by real estate;
5. Act as an underwriter of another issuers securities, except to the extent the Fund may be deemed to be an underwriter within the meaning of the Securities Act of 1933 in connection with the Funds purchase and sale of portfolio securities; or
6. Invest in commodities except as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.
In addition to the investment restrictions adopted as fundamental policies as set forth above, each Fund observes the following restrictions, which may be changed by the Board without a shareholder vote. Each Fund will not:
1. Invest in the securities of a company for the purpose of exercising management or control, provided that the Trust may vote the investment securities owned by the Fund in accordance with its views;
2. Hold illiquid assets in excess of 15% of its net assets. An illiquid asset is any asset which may not be sold or disposed of in the ordinary course of business within seven days at approximately the value at which the Fund has valued the investment; or
3. Under normal circumstances:
a. | with respect to the STOXX Funds, invest less than 80% of its total assets in component securities that comprise its relevant benchmark Index; |
b. | with respect to the Funds (except the STOXX Funds), invest less than 80% of its total assets in component securities that comprise its relevant benchmark Index or in ADRs or GDRs based on the securities in its Index; |
c. | with respect to the SPDR S&P International Consumer Discretionary Sector ETF, the SPDR S&P International Consumer Staples Sector ETF, the SPDR S&P International Energy Sector ETF, the SPDR S&P International Financial Sector ETF, the SPDR S&P International Health Care Sector ETF, the SPDR S&P International Industrial Sector ETF, the SPDR S&P International Materials Sector ETF, the SPDR S&P International Technology Sector ETF, the SPDR S&P International Telecommunications Sector ETF and the SPDR S&P International Utilities Sector ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of companies (or derivatives thereof) in its respective sector; |
d. | with respect to the SPDR S&P Emerging Europe ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of European companies; |
e. | with respect to the SPDR S&P Emerging Asia Pacific ETF and SPDR S&P Small Cap Emerging Asia Pacific ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of Asian Pacific companies; |
f. | with respect to the SPDR S&P China ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of Chinese companies; |
g. | with respect to the SPDR S&P Emerging Latin America ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of Latin American companies; |
h. | with respect to the SPDR S&P Emerging Middle East & Africa ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of Middle Eastern and/or African companies; |
i. | with respect to the SPDR S&P Small Cap Emerging Asia Pacific ETF, SPDR S&P International Small Cap ETF and the SPDR S&P Emerging Markets Small Cap ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of small capitalization companies; |
j. | with respect to the SPDR Dow Jones International Real Estate ETF and the SPDR Dow Jones Global Real Estate ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of real estate companies; |
k. | with respect to the SPDR S&P Global Infrastructure ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of companies in the infrastructure industry; |
l. | with respect to the SPDR S&P Global Natural Resources ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of natural resources and commodities companies; |
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m. | with respect to the SPDR Russell/Nomura PRIME Japan ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of Japanese companies; |
n. | with respect to the SPDR Russell/Nomura Small Cap Japan ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of small capitalization Japanese companies; |
o. | with respect to the SPDR S&P International Mid Cap ETF, invest, under normal circumstances, less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of mid-capitalization companies; |
p. | with respect to the SPDR S&P Russia ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of Russian companies; |
q. | with respect to the SPDR EURO STOXX Small Cap ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of small capitalization European companies; |
r. | with respect to the SPDR MSCI EAFE Quality Mix ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of European, Australasian and/or Far Eastern companies; |
s. | with respect to the SPDR MSCI Australia Quality Mix ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of Australian companies; |
t. | with respect to the SPDR MSCI Canada Quality Mix ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of Canadian companies; |
u. | with respect to the SPDR MSCI Germany Quality Mix ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of German companies; |
v. | with respect to the SPDR MSCI Japan Quality Mix ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of Japanese companies; |
w. | with respect to the SPDR MSCI Spain Quality Mix ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of Spanish companies; |
x. | with respect to the SPDR MSCI United Kingdom Quality Mix ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of British companies; |
y. | with respect to the SPDR MSCI Mexico Quality Mix ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of Mexican companies; |
z. | with respect to the SPDR MSCI South Korea Quality Mix ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of South Korean companies; and |
aa. | with respect to the SPDR MSCI Taiwan Quality Mix ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of Taiwanese companies. |
Prior to any change in a Funds 80% investment policy, such Fund will provide shareholders with 60 days written notice. The Funds define the foregoing terms in accordance with the definition of such terms per the applicable Index. If a percentage limitation is adhered to at the time of investment or contract, a later increase or decrease in percentage resulting from any change in value or total or net assets will not result in a violation of such restriction, except that the percentage limitations with respect to the borrowing of money and illiquid securities will be observed continuously. With respect to the limitation on borrowing, in the event that a subsequent change in net assets or other circumstances cause a Fund to exceed its limitation, the Fund will take steps to bring the aggregate amount of borrowing back within the limitations within three days thereafter (not including Sundays and holidays). With respect to the limitation on illiquid securities, in the event that a subsequent change in net assets or other circumstances cause a Fund to exceed its limitation, the Fund will take steps to bring the aggregate amount of illiquid instruments back within the limitations as soon as reasonably practicable.
The 1940 Act currently permits each Fund to loan up to 33 1 / 3 % of its total assets. With respect to borrowing, the 1940 Act presently allows each Fund to: (1) borrow from any bank (including pledging, mortgaging or hypothecating assets) in an amount up to 33 1 / 3 % of its total assets, (2) borrow money for temporary purposes in an amount not exceeding 5% of the value of the Funds total assets at the time of the loan, and (3) enter into reverse repurchase agreements. However, under normal circumstances any borrowings by a
27
Fund will not exceed 10% of the Funds total assets. The 1940 Act generally prohibits funds from issuing senior securities, although it does not treat certain transactions as senior securities, such as certain borrowings, short sales, reverse repurchase agreements, firm commitment agreements and standby commitments, with appropriate earmarking or segregation of assets to cover such obligation. With respect to investments in commodities, the 1940 Act presently permits the Funds to invest in commodities in accordance with investment policies contained in its prospectus and SAI. Any such investment shall also comply with the Commodity Exchange Act and the rules and regulations thereunder. The 1940 Act does not directly restrict an investment companys ability to invest in real estate, but does require that every investment company have the fundamental investment policy governing such investments. The Portfolio will not purchase or sell real estate, except that the Portfolio may purchase marketable securities issued by companies which own or invest in real estate (including REITs) and in instruments that are backed or secured by real estate.
A discussion of exchange listing and trading matters associated with an investment in a Fund is contained in the Prospectus under PURCHASE AND SALE INFORMATION and ADDITIONAL PURCHASE AND SALE INFORMATION. The discussion below supplements, and should be read in conjunction with, such sections of the Prospectus.
The Shares of each Fund are approved for listing and trading on the Exchange, subject to notice of issuance. The Shares trade on the Exchange at prices that may differ to some degree from their net asset value. There can be no assurance that the requirements of the Exchange necessary to maintain the listing of Shares of a Fund will continue to be met.
The Exchange may, but is not required to, remove the Shares of a Fund from listing if: (1) following the initial twelve-month period beginning upon the commencement of trading of the Fund, there are fewer than 50 beneficial holders of the Shares for 30 or more consecutive trading days; (2) the value of its underlying Index or portfolio of securities on which the Fund is based is no longer calculated or available; (3) the indicative optimized portfolio value (IOPV) of the Fund is no longer calculated or available; or (4) such other event shall occur or condition exists that, in the opinion of the Exchange, makes further dealings on the Exchange inadvisable. In addition, the Exchange will remove the Shares from listing and trading upon termination of the Trust or a Fund.
The Trust reserves the right to adjust the Share price of a Fund in the future to maintain convenient trading ranges for investors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect on the net assets of the Fund.
As in the case of other publicly-traded securities, brokers commissions on transactions will be based on negotiated commission rates at customary levels.
The base and trading currencies of each Fund is the U.S. dollar. The base currency is the currency in which a Funds net asset value per Share is calculated and the trading currency is the currency in which Shares of a Fund are listed and traded on the Exchange.
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The following information supplements and should be read in conjunction with the section in the Prospectus entitled MANAGEMENT.
Board Responsibilities. The management and affairs of the Trust and its series, including the Funds described in this SAI, are overseen by the Trustees. The Board has approved contracts, as described in this SAI, under which certain companies provide essential management services to the Trust.
Like most mutual funds, the day-to-day business of the Trust, including the management of risk, is performed by third party service providers, such as the Adviser, Distributor and Administrator. The Trustees are responsible for overseeing the Trusts service providers and, thus, have oversight responsibility with respect to risk management performed by those service providers. Risk management seeks to identify and address risks, i.e. , events or circumstances that could have material adverse effects on the business, operations, shareholder services, investment performance or reputation of the Funds. The Funds and their service providers employ a variety of processes, procedures and controls to identify various of those possible events or circumstances, to lessen the probability of their occurrence and/or to mitigate the effects of such events or circumstances if they do occur. Each service provider is responsible for one or more discrete aspects of the Trusts business ( e.g. , the Adviser is responsible for the day-to-day management of a Funds portfolio investments) and, consequently, for managing the risks associated with that business. The Board has emphasized to the Funds service providers the importance of maintaining vigorous risk management.
The Trustees role in risk oversight begins before the inception of a Fund, at which time the Funds Adviser presents the Board with information concerning the investment objectives, strategies and risks of the Fund, as well as proposed investment limitations for the Fund. Additionally, the Funds Adviser provides the Board with an overview of, among other things, its investment philosophies, brokerage practices and compliance infrastructures. Thereafter, the Board continues its oversight function as various personnel, including the Trusts Chief Compliance Officer, as well as personnel of the Adviser and other service providers, such as the Funds independent accountants, make periodic reports to the Audit Committee or to the Board with respect to various aspects of risk management. The Board and the Audit Committee oversee efforts by management and service providers to manage risks to which a Fund may be exposed.
The Board is responsible for overseeing the nature, extent and quality of the services provided to the Funds by the Adviser and receives information about those services at its regular meetings. In addition, on an annual basis, in connection with its consideration of whether to renew the Advisory Agreement with the Adviser, the Board meets with the Adviser to review such services. Among other things, the Board regularly considers the Advisers adherence to the Funds investment restrictions and compliance with various Fund policies and procedures and with applicable securities regulations. The Board also reviews information about each Funds investments.
The Trusts Chief Compliance Officer reports regularly to the Board to review and discuss compliance issues. At least annually, the Trusts Chief Compliance Officer provides the Board with a report reviewing the adequacy and effectiveness of the Trusts policies and procedures and those of its service providers, including the Adviser. The report addresses the operation of the policies and procedures of the Trust and each service provider since the date of the last report; any material changes to the policies and procedures since the date of the last report; any recommendations for material changes to the policies and procedures; and any material compliance matters since the date of the last report.
The Board receives reports from the Funds service providers regarding operational risks and risks related to the valuation and liquidity of portfolio securities. Regular reports are made to the Board concerning investments for which market quotations are not readily available. Annually, the independent registered public accounting firm reviews with the Audit Committee its audit of each Funds financial statements, focusing on major areas of risk encountered by the Funds and noting any significant deficiencies or material weaknesses in the Funds internal controls. Additionally, in connection with its oversight function, the Board oversees Fund managements implementation of disclosure controls and procedures, which are designed to ensure that information required to be disclosed by the Trust in its periodic reports with the SEC are recorded, processed, summarized, and reported within the required time periods. The Board also oversees the Trusts internal controls over financial reporting, which comprise policies and procedures designed to provide reasonable assurance regarding the reliability of the Trusts financial reporting and the preparation of the Trusts financial statements.
From their review of these reports and discussions with the Adviser, the Chief Compliance Officer, the independent registered public accounting firm and other service providers, the Board and the Audit Committee learn in detail about the material risks of the Fund, thereby facilitating a dialogue about how management and service providers identify and mitigate those risks.
The Board recognizes that not all risks that may affect a Fund can be identified and/or quantified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to
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achieve a Funds goals, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received by the Trustees as to risk management matters are typically summaries of the relevant information. Most of the Funds investment management and business affairs are carried out by or through the Funds Adviser and other service providers, each of which has an independent interest in risk management but whose policies and the methods by which one or more risk management functions are carried out may differ from the Funds and each others in the setting of priorities, the resources available or the effectiveness of relevant controls. As a result of the foregoing and other factors, the Boards ability to monitor and manage risk, as a practical matter, is subject to limitations.
Trustees and Officers. There are six members of the Board of Trustees, five of whom are not interested persons of the Trust, as that term is defined in the 1940 Act (Independent Trustees). Frank Nesvet, an Independent Trustee, serves as Chairman of the Board. The Board has determined its leadership structure is appropriate given the specific characteristics and circumstances of the Trust. The Board made this determination in consideration of, among other things, the fact that the Independent Trustees constitute a super-majority (greater than 75%) of the Board, the fact that the chairperson of each Committee of the Board is an Independent Trustee, the amount of assets under management in the Trust, and the number of funds (and classes of shares) overseen by the Board. The Board also believes that its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from fund management.
The Board of Trustees has two standing committees: the Audit Committee and Trustee Committee. The Audit Committee and Trustee Committee are each chaired by an Independent Trustee and composed of all of the Independent Trustees.
Set forth below are the names, year of birth, position with the Trust, length of term of office, and the principal occupations during the last five years and other directorships held of each of the persons currently serving as a Trustee or Officer of the Trust.
TRUSTEES
NAME, ADDRESS AND YEAR OF BIRTH |
POSITION(S) WITH FUNDS |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS |
NUMBER OF
PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE |
OTHER DIRECTORSHIPS
HELD BY
TRUSTEE
|
|||||
INDEPENDENT TRUSTEES | ||||||||||
FRANK NESVET c/o SPDR Index Shares Funds State Street Financial Center One Lincoln Street Boston, MA 02111-2900 1943 |
Independent Trustee, Chairman, Trustee Committee Chairman |
Term: Unlimited Served: since September 2000 |
Chief Executive Officer, Libra Group, Inc. (1998-present) (a financial services consulting company). | 199 | SPDR Series Trust (Trustee); SSgA Active Trust (Trustee); SSgA Master Trust (Trustee). | |||||
DAVID M. KELLY c/o SPDR Index Shares Funds State Street Financial Center One Lincoln Street Boston, MA 02111-2900 1938 |
Independent Trustee, Audit Committee Chairman |
Term: Unlimited Served: since September 2000 |
Retired. | 199 | SPDR Series Trust (Trustee); SSgA Active Trust (Trustee); SSgA Master Trust (Trustee). | |||||
BONNY EUGENIA BOATMAN c/o SPDR Index Shares Funds State Street Financial Center One Lincoln Street Boston, MA 02111-2900 1950 |
Independent Trustee |
Term: Unlimited Served: since April 2010 |
Retired (2005-present); Managing Director, Columbia Management Group, Bank of America (1984-2005). | 199 | SPDR Series Trust (Trustee); SSgA Active Trust (Trustee); SSgA Master Trust (Trustee). | |||||
DWIGHT D. CHURCHILL c/o SPDR Index Shares Funds State Street Financial Center One Lincoln Street Boston, MA 02111-2900 1953 |
Independent Trustee |
Term: Unlimited Served: since April 2010 |
Self-employed consultant since 2010; CEO and President, CFA Institute (August 2014-January 2015); Head of Fixed Income and other Senior Management roles, Fidelity Investments (1993-2009). | 199 | Affiliated Managers Group, Inc. (Director and Audit Committee Chair); SPDR Series Trust (Trustee); SSgA Active Trust (Trustee); SSgA Master Trust (Trustee). |
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NAME, ADDRESS AND YEAR OF BIRTH |
POSITION(S) WITH FUNDS |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS |
NUMBER OF
PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE |
OTHER DIRECTORSHIPS
HELD BY
TRUSTEE
|
|||||
CARL G. VERBONCOEUR c/o SPDR Index Shares Funds State Street Financial Center One Lincoln Street Boston, MA 02111-2900 1952 |
Independent Trustee |
Term: Unlimited Served: since April 2010 |
Self-employed consultant since 2009; Chief Executive Officer, Rydex Investments (2003-2009). | 199 | The Motley Fool Funds Trust (Trustee); SPDR Series Trust (Trustee); SSgA Active Trust (Trustee); SSgA Master Trust (Trustee). | |||||
INTERESTED TRUSTEE | ||||||||||
JAMES E. ROSS* SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 1965 |
Interested Trustee |
Term: Unlimited Served as Trustee: since April 2010 |
Chairman and Director, SSGA Funds Management Inc. (2005-present); President, SSGA Funds Management Inc. (2005-2012); Executive Vice President and Principal, State Street Global Advisors (2006-present). | 248 |
SPDR Series Trust (Trustee); SSgA Active Trust (Trustee); SSgA Master Trust (Trustee); The Select Sector SPDR Trust (Trustee); State Street Master Funds (Trustee); and State Street Institutional Investment Trust (Trustee). |
* | Mr. Ross is an Interested Trustee because of his employment with the Adviser and ownership interest in an affiliate of the Adviser. Mr. Ross previously served as an Interested Trustee from November 2005 to December 2009. |
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OFFICERS
NAME, ADDRESS AND YEAR OF BIRTH |
POSITION(S) WITH FUNDS |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS |
|||
ELLEN M. NEEDHAM SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 1967 |
President |
Term: Unlimited Served: since October 2012 |
President and Director, SSGA Funds Management, Inc. (June 2012-present); Chief Operating Officer, SSGA Funds Management, Inc. (May 2010-June 2012); Senior Managing Director, SSGA Funds Management, Inc. (1992-2012)*; Senior Managing Director, State Street Global Advisors (1992-present).* | |||
ANN M. CARPENTER SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 1966 |
Vice President |
Term: Unlimited Served: since August 2012 |
Chief Operating Officer, SSGA Funds Management, Inc. (April 2014-present); Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (2005-present).* | |||
MICHAEL P. RILEY SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 1969 |
Vice President |
Term: Unlimited Served: since February 2005 |
Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (2008-present); Principal, State Street Global Advisors and SSGA Funds Management, Inc. (2005-2008). | |||
CHRISTOPHER A. MADDEN State Street Bank and Trust Company 100 Huntington Avenue, CPH0326 Boston, MA 02116 1967 |
Secretary |
Term: Unlimited Served: since August 2013 |
Vice President and Senior Counsel, State Street Bank and Trust Company (2013-present); Counsel, Atlantic Fund Services (2009-2013); Vice President, Citigroup Fund Services, LLC (2005-2009).* | |||
CHAD C. HALLETT SSGA Funds Management, Inc. One Lincoln Street Boston, MA 02111 1969 |
Treasurer |
Term: Unlimited Served: since November 2010 |
Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (November 2014-present); Vice President, State Street Bank and Trust Company (2001 to November 2014).* | |||
MATTHEW FLAHERTY State Street Bank and Trust Company One Iron Street, CCB0900 Boston, MA 02206 1971 |
Assistant Treasurer |
Term: Unlimited Served: since May 2005 |
Vice President, State Street Bank and Trust Company (1994-present).* | |||
LAURA F. DELL State Street Bank and Trust Company One Iron Street, CCB0900 Boston, MA 02206 1964 |
Assistant Treasurer |
Term: Unlimited Served: since November 2007 |
Vice President, State Street Bank and Trust Company (2002-present).* | |||
BRIAN HARRIS SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 1973 |
Chief Compliance Officer |
Term: Unlimited Served: since November 2013 |
Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (2013-Present); Senior Vice President and Global Head of Investment Compliance, BofA Global Capital Management (2010-2013); Director of Compliance, AARP Financial Inc. (2008-2010). |
* | Served in various capacities and/or with various affiliated entities during noted time period. |
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Individual Trustee Qualifications
The Board has concluded that each of the Trustees should serve on the Board because of his or her ability to review and understand information about the Funds provided to him or her by management, to identify and request other information he or she may deem relevant to the performance of his or her duties, to question management and other service providers regarding material factors bearing on the management and administration of the Funds, and to exercise his or her business judgment in a manner that serves the best interests of each Funds shareholders. The Board has concluded that each of the Trustees should serve as a Trustee based on his or her own experience, qualifications, attributes and skills as described below.
The Board has concluded that Mr. Nesvet should serve as Trustee because of the experience he has gained serving as the Chief Executive Officer of a financial services consulting company, serving on the boards of other investment companies, and serving as chief financial officer of a major financial services company; his knowledge of the financial services industry, and the experience he has gained serving as Trustee of the Trust since 2000.
The Board has concluded that Mr. Kelly should serve as Trustee because of the experience he gained serving as the President and Chief Executive Officer of the National Securities Clearing Corporation, his previous directorship experience, and the experience he has gained serving as Trustee of the Trust since 2000.
The Board has concluded that Ms. Boatman should serve as Trustee because of the experience she gained serving as Managing Director of the primary investment division of one of the nations leading financial institutions and her knowledge of the financial services industry. Ms. Boatman was elected to serve as Trustee of the Trust in April 2010.
The Board has concluded that Mr. Churchill should serve as Trustee because of the experience he gained serving as the Head of the Fixed Income Division of one of the nations leading mutual fund companies and provider of financial services and his knowledge of the financial services industry. Mr. Churchill was elected to serve as Trustee of the Trust in April 2010.
The Board has concluded that Mr. Verboncoeur should serve as Trustee because of the experience he gained serving as the Chief Executive Officer of a large financial services and investment management company, his knowledge of the financial services industry and his experience serving on the boards of other investment companies. Mr. Verboncoeur was elected to serve as Trustee of the Trust in April 2010.
The Board has concluded that Mr. Ross should serve as Trustee because of the experience he has gained in his various roles with the Adviser, his knowledge of the financial services industry, and the experience he has gained serving as Trustee of the Trust since 2005 (Mr. Ross did not serve as Trustee from December 2009 until April 2010).
In its periodic assessment of the effectiveness of the Board, the Board considers the complementary individual skills and experience of the individual Trustees primarily in the broader context of the Boards overall composition so that the Board, as a body, possesses the appropriate (and appropriately diverse) skills and experience to oversee the business of the Funds.
REMUNERATION OF THE TRUSTEES AND OFFICERS
No officer, director or employee of the Adviser, its parent or subsidiaries receives any compensation from the Trust for serving as an officer or Trustee of the Trust. SPDR Series Trust (SST), SSgA Master Trust, SSgA Active Trust (collectively with the Trust, the Trusts) and the Trust pay, in the aggregate, each Independent Trustee an annual fee of $185,000 plus $10,000 per in-person meeting attended and $1,250 for each telephonic or video conference meeting attended. The Chairman of the Board receives an additional annual fee of $50,000 and the Chairman of the Audit Committee receives an additional annual fee of $20,000. Prior to July 1, 2014, each Independent Trustee received an annual fee of $170,000 plus $10,000 per in-person meeting attended and $1,250 for each telephonic or video conference meeting attended. The Chairman of the Board received an additional annual fee of $50,000 and the Chairman of the Audit Committee received an additional annual fee of $20,000. The Trusts also reimburse each Independent Trustee for travel and other out-of-pocket expenses incurred by him/her in connection with attending such meetings and in connection with attending industry seminars and meetings. Trustee fees are allocated between the Trusts and each of their respective series in such a manner as deemed equitable, taking into consideration the relative net assets of the series.
33
The table below shows the compensation that the Independent Trustees received during the Trusts fiscal year ended September 30, 2014.
NAME OF INDEPENDENT TRUSTEE |
AGGREGATE
COMPENSATION FROM THE TRUST |
PENSION OR
RETIREMENT BENEFITS ACCRUED AS PART OF TRUST EXPENSES |
ESTIMATED
ANNUAL BENEFITS UPON RETIREMENT |
TOTAL
COMPENSATION FROM THE TRUST AND FUND COMPLEX PAID TO TRUSTEES(1) |
||||||||||||
Frank Nesvet |
$ | 56,352.56 | N/A | N/A | $ | 277,500 | ||||||||||
Bonny Eugenia Boatman |
$ | 46,082.22 | N/A | N/A | $ | 227,500 | ||||||||||
Dwight D. Churchill |
$ | 46,082.22 | N/A | N/A | $ | 227,500 | ||||||||||
David M. Kelly |
$ | 50,190.30 | N/A | N/A | $ | 247,500 | ||||||||||
Carl G. Verboncoeur |
$ | 46,082.22 | N/A | N/A | $ | 227,500 |
(1) | The Fund Complex includes the Trust. |
STANDING COMMITTEES
Audit Committee. The Board has an Audit Committee consisting of all Independent Trustees. Mr. Kelly serves as Chairman. The Audit Committee meets with the Trusts independent auditors to review and approve the scope and results of their professional services; to review the procedures for evaluating the adequacy of the Trusts accounting controls; to consider the range of audit fees; and to make recommendations to the Board regarding the engagement of the Trusts independent auditors. The Audit Committee met four (4) times during the fiscal year ended September 30, 2014.
Trustee Committee. The Board has established a Trustee Committee consisting of all Independent Trustees. Mr. Nesvet serves as Chairman. The responsibilities of the Trustee Committee are to: 1) nominate Independent Trustees; 2) review on a periodic basis the governance structures and procedures of the Funds; 3) review proposed resolutions and conflicts of interest that may arise in the business of the Funds and may have an impact on the investors of the Funds; 4) review matters that are referred to the Committee by the Chief Legal Officer or other counsel to the Trust; and 5) provide general oversight of the Funds on behalf of the investors of the Funds. The Trustee Committee does not have specific procedures in place with respect to the consideration of nominees recommended by security holders, but may consider such nominees in the event that one is recommended. The Trustee Committee met four (4) times during the fiscal year ended September 30, 2014.
OWNERSHIP OF FUND SHARES
As of December 31, 2014, neither the Independent Trustees nor their immediate family members owned beneficially or of record any securities in the Adviser, Principal Underwriter or any person controlling, controlled by, or under common control with the Adviser or Principal Underwriter.
The following table shows as of December 31, 2014, the amount of equity securities beneficially owned by the Trustees in the Trust:
Name of Trustee |
Fund |
Dollar Range of
Equity Securities in the Trust |
Aggregate Dollar
Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies |
|||
Independent Trustees: |
||||||
Frank Nesvet |
None | None | None | |||
Bonny Eugenia Boatman |
None | None | None | |||
Dwight D. Churchill |
None | None | None | |||
David M. Kelly |
None | None | None | |||
Carl G. Verboncoeur |
None | None | $10,001 to $50,000 | |||
Interested Trustee: |
||||||
James E. Ross* |
SPDR Dow Jones Global Real
Estate ETF |
$10,001 to $50,000 | Over $100,000 | |||
SPDR S&P Emerging Asia
Pacific ETF |
$10,001 to $50,000 | |||||
SPDR S&P Emerging
Markets Small Cap ETF |
$10,001 to $50,000 |
* | The information provided for Mr. Ross is as of December 31, 2013. |
34
CODES OF ETHICS
The Trust and the Adviser (which includes applicable reporting personnel of the Distributor) each have adopted a code of ethics as required by applicable law, which is designed to prevent affiliated persons of the Trust, the Adviser and the Distributor from engaging in deceptive, manipulative or fraudulent activities in connection with securities held or to be acquired by the Funds (which may also be held by persons subject to the codes of ethics).
There can be no assurance that the codes of ethics will be effective in preventing such activities. Each code of ethics, filed as exhibits to this registration statement, may be examined at the office of the SEC in Washington, D.C. or on the Internet at the SECs website at http://www.sec.gov .
PROXY VOTING POLICIES
The Board believes that the voting of proxies on securities held by each Fund is an important element of the overall investment process. As such, the Board has delegated the responsibility to vote such proxies to the Adviser. The Advisers proxy voting policy is attached at the end of this SAI. Information regarding how a Fund voted proxies relating to its portfolio securities during the most recent twelve-month period ended June 30 is available: (1) without charge by calling 1-866-787-2257; (2) on the Funds website at www.spdrs.com ; and (3) on the SECs website at http://www.sec.gov .
DISCLOSURE OF PORTFOLIO HOLDINGS POLICY
The Trust has adopted a policy regarding the disclosure of information about the Trusts portfolio holdings. The Board must approve all material amendments to this policy. The Funds portfolio holdings are publicly disseminated each day a Fund is open for business through financial reporting and news services including publicly accessible Internet web sites. In addition, a basket composition file, which includes the security names and share quantities to deliver in exchange for Fund Shares, together with estimates and actual cash components, is publicly disseminated daily prior to the opening of the Exchange via the National Securities Clearing Corporation (NSCC). The basket represents one Creation Unit of a Fund. The Trust, the Adviser or State Street will not disseminate non-public information concerning the Trust, except: (i) to a party for a legitimate business purpose related to the day-to-day operations of the Funds or (ii) to any other party for a legitimate business or regulatory purpose, upon waiver or exception.
THE INVESTMENT ADVISER
SSGA FM acts as investment adviser to the Trust and, subject to the supervision of the Board, is responsible for the investment management of each Fund. As of December 31, 2014, the Adviser managed approximately $337.87 billion in assets. The Advisers principal address is State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111. The Adviser, a Massachusetts corporation, is a wholly owned subsidiary of State Street Corporation, a publicly held bank holding company. State Street Global Advisors (SSGA), consisting of the Adviser and other investment advisory affiliates of State Street Corporation, is the investment management arm of State Street Corporation.
The Adviser serves as investment adviser to each Fund pursuant to an investment advisory agreement (Investment Advisory Agreement) between the Trust and the Adviser. The Investment Advisory Agreement, with respect to each Fund, continues in effect for two years from its effective date, and thereafter is subject to annual approval by (1) the Board or (2) vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, provided that in either event such continuance also is approved by a majority of the Board who are not interested persons (as defined in the 1940 Act) of the Trust by a vote cast in person at a meeting called for the purpose of voting on such approval. The Investment Advisory Agreement with respect to each Fund is terminable without penalty, on 60 days notice, by the Board or by a vote of the holders of a majority (as defined in the 1940 Act) of a Funds outstanding voting securities. The Investment Advisory Agreement is also terminable upon 60 days notice by the Adviser and will terminate automatically in the event of its assignment (as defined in the 1940 Act).
35
Under the Investment Advisory Agreement, the Adviser, subject to the supervision of the Board and in conformity with the stated investment policies of each Fund, manages the investment of each Funds assets. The Adviser is responsible for placing purchase and sale orders and providing continuous supervision of the investment portfolio of each Fund. Pursuant to the Investment Advisory Agreement, the Trust has agreed to indemnify the Adviser for certain liabilities, including certain liabilities arising under the federal securities laws, unless such loss or liability results from willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties.
A discussion regarding the basis for the Boards approval of the Investment Advisory Agreement regarding the Funds is available in the Trusts Annual Report to Shareholders for the period ended September 30, 2014.
For the services provided to the Funds under the Investment Advisory Agreement, each Fund pays the Adviser monthly fees based on a percentage of each Funds average daily net assets as set forth in each Funds Prospectus. From time to time, the Adviser may waive all or a portion of its fee. The Adviser pays all expenses of each Fund other than the management fee, brokerage, taxes, interest, fees and expenses of the Independent Trustees (including any Trustees counsel fees), acquired fund fees and expenses, litigation expenses and other extraordinary expenses.
For the past three fiscal years ended September 30, the Funds paid the following amounts to the Adviser:
FUND |
2014 | 2013 | 2012 | |||||||||
SPDR STOXX Europe 50 ETF |
$ | 645,503 | $ | 172,382 | $ | 89,734 | ||||||
SPDR EURO STOXX 50 ETF |
$ | 14,737,356 | $ | 5,597,583 | $ | 1,251,406 | ||||||
SPDR EURO STOXX Small Cap ETF |
$ | 11,709 | (6) | N/A | (1) | N/A | (1) | |||||
SPDR S&P Emerging Asia Pacific ETF |
$ | 2,662,145 | $ | 2,540,969 | $ | 2,654,583 | ||||||
SPDR S&P Small Cap Emerging Asia Pacific ETF |
$ | 23,169 | $ | 14,142 | $ | 23,899 | (2) | |||||
SPDR S&P Russia ETF |
$ | 147,611 | $ | 204,993 | $ | 299,317 | ||||||
SPDR S&P China ETF |
$ | 5,020,489 | $ | 5,797,751 | $ | 4,512,719 | ||||||
SPDR S&P Emerging Markets ETF |
$ | 1,328,000 | $ | 1,152,540 | $ | 1,035,273 | ||||||
SPDR S&P Emerging Markets Dividend ETF |
$ | 2,984,076 | $ | 2,671,597 | $ | 1,413,582 | ||||||
SPDR S&P BRIC 40 ETF |
$ | 958,670 | $ | 1,382,949 | $ | 1,715,824 | ||||||
SPDR S&P Emerging Europe ETF |
$ | 476,877 | $ | 495,274 | $ | 546,641 | ||||||
SPDR S&P Emerging Latin America ETF |
$ | 335,938 | $ | 588,317 | $ | 751,432 | ||||||
SPDR S&P Emerging Middle East & Africa ETF |
$ | 386,249 | $ | 462,379 | $ | 571,053 | ||||||
SPDR S&P World ex-US ETF |
$ | 2,911,328 | $ | 1,868,295 | $ | 741,585 | ||||||
SPDR S&P International Small Cap ETF |
$ | 4,987,573 | $ | 4,354,064 | $ | 4,080,439 | ||||||
SPDR Dow Jones International Real Estate ETF |
$ | 26,363,756 | $ | 21,870,342 | $ | 14,814,307 | ||||||
SPDR S&P Global Infrastructure ETF |
$ | 400,803 | $ | 307,297 | $ | 210,605 | ||||||
SPDR S&P Global Natural Resources ETF |
$ | 2,111,476 | $ | 1,871,347 | $ | 1,055,975 | ||||||
SPDR MSCI ACWI ex-US ETF |
$ | 1,869,781 | $ | 1,420,322 | $ | 1,459,133 | ||||||
SPDR MSCI ACWI IMI ETF |
$ | 52,844 | $ | 13,498 | $ | 7,122 | (3) | |||||
SPDR MSCI ACWI Low Carbon Target ETF |
$ | N/A | (9) | N/A | (1) | N/A | (1) | |||||
SPDR MSCI EM 50 ETF |
$ | 18,567 | $ | 12,390 | $ | 13,620 | (3) | |||||
SPDR MSCI EM Beyond BRIC ETF |
$ | 22,403 | N/A | (1)(5) | N/A | (1) | ||||||
SPDR MSCI EAFE Quality Mix ETF |
$ | 5,792 | (6) | N/A | (1) | N/A | (1) | |||||
SPDR MSCI Emerging Markets Quality Mix ETF |
$ | 6,020 | (6) | N/A | (1) | N/A | (1) | |||||
SPDR MSCI World Quality Mix ETF |
$ | 5,884 | (6) | N/A | (1) | N/A | (1) | |||||
SPDR MSCI Australia Quality Mix ETF |
$ | 5,523 | (7) | N/A | (1) | N/A | (1) | |||||
SPDR MSCI Canada Quality Mix ETF |
$ | 5,482 | (7) | N/A | (1) | N/A | (1) | |||||
SPDR MSCI Germany Quality Mix ETF |
$ | 5,239 | (7) | N/A | (1) | N/A | (1) | |||||
SPDR MSCI Japan Quality Mix ETF |
$ | 5,577 | (7) | N/A | (1) | N/A | (1) | |||||
SPDR MSCI Mexico Quality Mix ETF |
$ | 417 | (8) | N/A | (1) | N/A | (1) | |||||
SPDR MSCI South Korea Quality Mix ETF |
$ | 417 | (8) | N/A | (1) | N/A | (1) | |||||
SPDR MSCI Spain Quality Mix ETF |
$ | 7,402 | (7) | N/A | (1) | N/A | (1) | |||||
SPDR MSCI Taiwan Quality Mix ETF |
$ | 841 | (8) | N/A | (1) | N/A | (1) | |||||
SPDR MSCI United Kingdom Quality Mix ETF |
$ | 5,442 | (7) | N/A | (1) | N/A | (1) | |||||
SPDR Russell/Nomura PRIME Japan ETF |
$ | 517,348 | $ | 199,028 | $ | 72,200 | ||||||
SPDR Russell/Nomura Small Cap Japan ETF |
$ | 438,187 | $ | 429,362 | $ | 465,000 | ||||||
SPDR S&P Global Dividend ETF |
$ | 69,604 | $ | 8,401 | (4) | N/A | (1) | |||||
SPDR S&P International Dividend ETF |
$ | 6,386,385 | $ | 5,590,883 | $ | 3,392,434 | ||||||
SPDR S&P International Mid Cap ETF |
$ | 265,469 | $ | 169,653 | $ | 162,977 | ||||||
SPDR S&P Emerging Markets Small Cap ETF |
$ | 4,391,078 | $ | 5,637,722 | $ | 5,550,403 |
36
FUND |
2014 | 2013 | 2012 | |||||||||
SPDR Dow Jones Global Real Estate ETF |
$ | 5,924,453 | $ | 4,235,421 | $ | 1,986,614 | ||||||
SPDR S&P International Consumer Discretionary Sector ETF |
$ | 104,971 | $ | 52,607 | $ | 37,278 | ||||||
SPDR S&P International Consumer Staples Sector ETF |
$ | 203,753 | $ | 146,454 | $ | 96,908 | ||||||
SPDR S&P International Energy Sector ETF |
$ | 81,377 | $ | 57,390 | $ | 58,133 | ||||||
SPDR S&P International Financial Sector ETF |
$ | 50,566 | $ | 32,273 | $ | 26,418 | ||||||
SPDR S&P International Health Care Sector ETF |
$ | 306,605 | $ | 210,644 | $ | 87,545 | ||||||
SPDR S&P International Industrial Sector ETF |
$ | 123,593 | $ | 49,885 | $ | 62,079 | ||||||
SPDR S&P International Materials Sector ETF |
$ | 45,867 | $ | 49,231 | $ | 66,577 | ||||||
SPDR S&P International Technology Sector ETF |
$ | 65,895 | $ | 66,803 | $ | 67,322 | ||||||
SPDR S&P International Telecommunications Sector ETF |
$ | 181,777 | $ | 150,728 | $ | 88,441 | ||||||
SPDR S&P International Utilities Sector ETF |
$ | 300,335 | $ | 140,860 | $ | 66,286 |
(1) | The Fund was not operational. |
(2) | The Fund commenced operations on January 11, 2012. |
(3) | The Fund commenced operations on February 27, 2012. |
(4) | The Fund commenced operations on May 29, 2013. |
(5) | The Fund commenced operations on December 4, 2013. |
(6) | The Fund commenced operations on June 4, 2014. |
(7) | The Fund commenced operations on June 11, 2014. |
(8) | The Fund commenced operations on September 17, 2014. |
(9) | The Fund commenced operations on November 25, 2014. |
Effective January 1, 2013, SSGA FM assumed direct management of the SPDR Dow Jones International Real Estate ETF and SPDR Dow Jones Global Real Estate ETF. For the past three fiscal years ended September 30, the Adviser paid the following amounts to an affiliated investment sub-adviser for its services to the Funds:
FUND |
2014 | 2013 | 2012 | |||||||||
SPDR Dow Jones International Real Estate ETF |
N/A | $ | 1,200,641 | $ | 3,506,577 | |||||||
SPDR Dow Jones Global Real Estate ETF |
N/A | $ | 163,658 | $ | 397,387 |
PORTFOLIO MANAGERS
The Adviser manages the Funds using a team of investment professionals. The professionals primarily responsible for the day-to-day portfolio management of each Fund are:
Fund |
Portfolio Managers |
|
All ETFs |
Mike Feehily, John Tucker and Karl Schneider |
The following table lists the number and types of accounts managed by each of the key professionals involved in the day-to-day portfolio management for each Fund and assets under management in those accounts. The total number of accounts and assets have been allocated to each respective manager. Therefore, some accounts and assets have been counted twice.
Other Accounts Managed as of September 30, 2014
Portfolio Manager |
Registered
Investment Company Accounts |
Assets
Managed (billions)* |
Pooled
Investment Vehicle Accounts |
Assets
Managed (billions)* |
Other
Accounts |
Assets
Managed (billions)* |
Total
Assets Managed (billions)* |
|||||||||||||||||||
Mike Feehily |
105 | $ | 162.85 | 372 | $ | 487.38 | 328 | $ | 249.41 | $ | 899.64 | |||||||||||||||
John Tucker |
105 | $ | 162.85 | 372 | $ | 487.38 | 328 | $ | 249.41 | $ | 899.64 | |||||||||||||||
Karl Schneider |
105 | $ | 162.85 | 372 | $ | 487.38 | 328 | $ | 249.41 | $ | 899.64 |
* | There are no performance fees associated with these portfolios. |
37
The following table lists the dollar range of Fund Shares beneficially owned by the portfolio managers listed above as of September 30, 2014:
Portfolio Manager |
Fund |
Dollar Range of Trust
Shares Beneficially Owned |
||
Michael Feehily |
SPDR S&P Global Natural Resources ETF | $10,001-$50,000 | ||
SPDR S&P Global Infrastructure ETF | $10,001-$50,000 | |||
John Tucker |
None | None | ||
Karl Schneider |
None | None |
A portfolio manager that has responsibility for managing more than one account may be subject to potential conflicts of interest because he or she is responsible for other accounts in addition to the Funds. Those conflicts could include preferential treatment of one account over others in terms of: (a) the portfolio managers execution of different investment strategies for various accounts; or (b) the allocation of resources or of investment opportunities. The Adviser has adopted policies and procedures designed to address these potential material conflicts. For instance, portfolio managers are normally responsible for all accounts within a certain investment discipline, and do not, absent special circumstances, differentiate among the various accounts when allocating resources. Additionally, the Adviser and its advisory affiliates have processes and procedures for allocating investment opportunities among portfolios that are designed to provide a fair and equitable allocation among the portfolio managers accounts with the same strategy.
Portfolio managers may manage numerous accounts for multiple clients. These accounts may include registered investment companies, other types of pooled accounts (e.g., collective investment funds), and separate accounts (i.e., accounts managed on behalf of individuals or public or private institutions). Portfolio managers make investment decisions for each account based on the investment objectives and policies and other relevant investment considerations applicable to that portfolio. A potential conflict of interest may arise as a result of the portfolio managers responsibility for multiple accounts with similar investment guidelines. Under these circumstances, a potential investment may be suitable for more than one of the portfolio managers accounts, but the quantity of the investment available for purchase is less than the aggregate amount the accounts would ideally devote to the opportunity. Similar conflicts may arise when multiple accounts seek to dispose of the same investment. The portfolio managers may also manage accounts whose objectives and policies differ from that of the Funds. These differences may be such that under certain circumstances, trading activity appropriate for one account managed by the portfolio manager may have adverse consequences for another account managed by the portfolio manager. For example, an account may sell a significant position in a security, which could cause the market price of that security to decrease, while the fund maintained its position in that security.
A potential conflict may arise when the portfolio managers are responsible for accounts that have different advisory feesthe difference in fees could create an incentive for the portfolio manager to favor one account over another, for example, in terms of access to investment opportunities. Another potential conflict may arise when the portfolio manager has an investment in one or more accounts that participate in transactions with other accounts. His or her investment(s) may create an incentive for the portfolio manager to favor one account over another. The Adviser has adopted policies and procedures reasonably designed to address these potential material conflicts. For instance, portfolio managers are normally responsible for all accounts within a certain investment discipline, and do not, absent special circumstances, differentiate among the various accounts when allocating resources. Additionally, the Adviser and its advisory affiliates have processes and procedures for allocating investment opportunities among portfolios that are designed to provide a fair and equitable allocation.
The compensation of the Advisers investment professionals is based on a number of factors. The first factor considered is external market. Through a compensation survey process, the Adviser seeks to understand what its competitors are paying people to perform similar roles. This data is then used to determine a competitive baseline in the areas of base pay, bonus, and long term incentive (i.e. equity). The second factor taken into consideration is the size of the pool available for this compensation. The Adviser is a part of State Street Corporation, and therefore works within its corporate environment on determining the overall level of its incentive compensation pool. Once determined, this pool is then allocated to the various locations and departments of the Adviser and its affiliates. The discretionary determination of the allocation amounts to these locations and departments is influenced by the competitive market data, as well as the overall performance of the group, and in the case of investment teams, the investment performance of their strategies. The pool is then allocated on a discretionary basis to individual employees based on their individual performance. There is no fixed formula for determining these amounts, nor is anyones compensation directly tied to the investment performance or asset value of a product or strategy. The same process is followed in determining incentive equity allocations.
THE ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT
State Street, located at State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111, serves as Administrator for the Trust pursuant to an administration agreement (Administration Agreement). Under the Administration Agreement, State Street is responsible for certain administrative services associated with day-to-day operations of the Funds.
Pursuant to the Administration Agreement, the Trust has agreed to a limitation on damages and to indemnify the Administrator for certain liabilities, including certain liabilities arising under the federal securities laws; provided, however, such indemnity of the Administrator shall not apply in the case of the Administrators negligence or willful misconduct in the performance of its duties. Under the Custodian Agreement and Transfer Agency Agreement, as described below, the Trust has also provided indemnities to State Street for certain liabilities.
38
State Street also serves as Custodian for each Fund pursuant to a custodian agreement (Custodian Agreement). As Custodian, State Street holds each Funds assets, calculates the net asset value of the Shares and calculates net income and realized capital gains or losses. State Street and the Trust will comply with the self-custodian provisions of Rule 17f-2 under the 1940 Act.
State Street also serves as Transfer Agent of each Fund pursuant to a transfer agency agreement (Transfer Agency Agreement).
Compensation. As compensation for its services under the Administration Agreement, the Custodian Agreement and Transfer Agency Agreement, State Street shall receive a fee for its services, calculated based on the average aggregate net assets of the Trust and SST. Pursuant to the Custody Agreement, State Street shall receive 0.0025% on the first $50 billion, 0.0020% on the next $50 billion and 0.0010% thereafter. In addition, under the Custody Agreement State Street shall be entitled to fees for fund accounting services and shall receive 0.0150% for the first $12.5 billion and 0.0025% thereafter. Pursuant to the Administration Agreement, State Street shall receive 0.0225% on the first $12.5 billion and 0.0075% thereafter. State Street shall also be entitled to specialized custody, ETF accounting services and transfer agency fees and shall receive 0.0050% on the first $12.5 billion and 0.0030% thereafter. For each Fund, a $110,000 annual minimum fee per series applies. The greater of the minimum fee or the asset based fee will be charged. In addition, State Street shall receive global safekeeping and transaction fees, which are calculated on a per-country basis, in-kind creation (purchase) and redemption transaction fees (as described below) and revenue on certain cash balances. State Street may be reimbursed by a Fund for its out-of-pocket expenses. The Investment Advisory Agreement provides that the Adviser will pay certain operating expenses of the Trust, including the fees due to State Street under each of the Administration Agreement, the Custodian Agreement and the Transfer Agency Agreement.
THE DISTRIBUTOR
State Street Global Markets, LLC is the principal underwriter and Distributor of Shares. Its principal address is State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111. Investor information can be obtained by calling 1-866-787-2257. The Distributor has entered into a distribution agreement (Distribution Agreement) with the Trust pursuant to which it distributes Shares of each Fund. The Distribution Agreement will continue for two years from its effective date and is renewable annually thereafter. Shares will be continuously offered for sale by the Trust through the Distributor only in Creation Units, as described in the Prospectus and below under PURCHASE AND REDEMPTION OF CREATION UNITS. Shares in less than Creation Units are not distributed by the Distributor. The Distributor will deliver the Prospectus to persons purchasing Creation Units and will maintain records of both orders placed with it and confirmations of acceptance furnished by it. The Distributor is a broker-dealer registered under the Securities Exchange Act of 1934 (the Exchange Act) and a member of the Financial Industry Regulatory Authority (FINRA). The Distributor has no role in determining the investment policies of the Trust or which securities are to be purchased or sold by the Trust. The Distributor may assist Authorized Participants (as defined below) in assembling shares to purchase Creation Units or upon redemption, for which it may receive commissions or other fees from such Authorized Participants. The Distributor also receives compensation from State Street for providing on-line creation and redemption functionality to Authorized Participants through its Fund Connect application.
The Adviser or Distributor, or an affiliate of the Adviser or Distributor, may directly or indirectly make cash payments to certain broker-dealers for participating in activities that are designed to make registered representatives and other professionals more knowledgeable about exchange traded products, including the Funds, or for other activities, such as participation in marketing activities and presentations, educational training programs, conferences, the development of technology platforms and reporting systems. As of February 7, 2013, the Adviser and/or Distributor had arrangements to make payments, other than for the educational programs and marketing activities described above, only to Charles Schwab & Co., Inc. (Schwab). Pursuant to the arrangement with Schwab, Schwab has agreed to promote certain SPDR Funds to Schwabs customers and not to charge certain of its customers any commissions when those customers purchase or sell shares of certain SPDR Funds. Payments to a broker-dealer or intermediary may create potential conflicts of interest between the broker-dealer or intermediary and its clients. These amounts, which may be significant, are paid by the Adviser and/or Distributor from their own resources and not from the assets of the Funds. In addition, the Adviser or Distributor, or an affiliate of the Adviser or Distributor, may also reimburse expenses or make payments from their own assets to other persons in consideration of services or other activities that they believe may benefit the SPDR business or facilitate investment in SPDR funds.
The Distribution Agreement provides that it may be terminated at any time, without the payment of any penalty, as to a Fund: (i) by vote of a majority of the Independent Trustees or (ii) by vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Fund, on at least 60 days written notice to the Distributor. The Distribution Agreement is also terminable upon 60 days notice by the Distributor and will terminate automatically in the event of its assignment (as defined in the 1940 Act).
39
The continuation of the Distribution Agreement, any Investor Services Agreements and any other related agreements is subject to annual approval of the Board, including by a majority of the Independent Trustees, as described above.
Each of the Investor Services Agreements will provide that it may be terminated at any time, without the payment of any penalty, (i) by vote of a majority of the Independent Trustees or (ii) by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the relevant Fund, on at least 60 days written notice to the other party. Each of the Distribution Agreement and the Investor Services Agreements is also terminable upon 60 days notice by the Distributor and will terminate automatically in the event of its assignment (as defined in the 1940 Act). Each Investor Services Agreement is also terminable by the applicable Investor Service Organization upon 60 days notice to the other party thereto.
The allocation among the Trusts series of fees and expenses payable under the Distribution Agreement and the Investor Services Agreements will be made pro rata in accordance with the daily net assets of the respective series.
The Distributor may also enter into agreements with securities dealers (Soliciting Dealers) who will solicit purchases of Creation Unit aggregations of Fund Shares. Such Soliciting Dealers may also be Participating Parties (as defined in the Book Entry Only System section below), DTC Participants (as defined below) and/or Investor Services Organizations.
Pursuant to the Distribution Agreement, the Trust has agreed to indemnify the Distributor, and may indemnify Soliciting Dealers and Authorized Participants (as described below) entering into agreements with the Distributor, for certain liabilities, including certain liabilities arising under the federal securities laws, unless such loss or liability results from willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under the Distribution Agreement or other agreement, as applicable.
The policy of the Trust regarding purchases and sales of securities for each Fund is that primary consideration will be given to obtaining the most favorable prices and efficient executions of transactions. Consistent with this policy, when securities transactions are effected on a stock exchange, the Trusts policy is to pay commissions which are considered fair and reasonable without necessarily determining that the lowest possible commissions are paid in all circumstances. The Trust believes that a requirement always to seek the lowest possible commission cost could impede effective portfolio management and preclude a Fund and the Adviser from obtaining a high quality of brokerage and research services. In seeking to determine the reasonableness of brokerage commissions paid in any transaction, the Adviser relies upon its experience and knowledge regarding commissions generally charged by various brokers and on its judgment in evaluating the brokerage and research services received from the broker effecting the transaction. Such determinations are necessarily subjective and imprecise, as in most cases an exact dollar value for those services is not ascertainable. The Trust has adopted policies and procedures that prohibit the consideration of sales of a Funds Shares as a factor in the selection of a broker or dealer to execute its portfolio transactions.
In selecting a broker/dealer for each specific transaction, the Adviser chooses the broker/dealer deemed most capable of providing the services necessary to obtain the most favorable execution and does not take the sale of Fund Shares into account. The Adviser considers the full range of brokerage services applicable to a particular transaction that may be considered when making this judgment, which may include, but is not limited to: liquidity, price, commission, timing, aggregated trades, capable floor brokers or traders, competent block trading coverage, ability to position, capital strength and stability, reliable and accurate communications and settlement processing, use of automation, knowledge of other buyers or sellers, arbitrage skills, administrative ability, underwriting and provision of information on a particular security or market in which the transaction is to occur. The specific criteria will vary depending upon the nature of the transaction, the market in which it is executed, and the extent to which it is possible to select from among multiple broker/dealers. The Adviser will also use electronic crossing networks when appropriate.
The Adviser does not currently use the Funds assets for, or participate in, third party soft dollar arrangements, although the Adviser may receive proprietary research from various full service brokers, the cost of which is bundled with the cost of the brokers execution services. The Adviser does not pay up for the value of any such proprietary research. The Adviser may aggregate trades with clients of SSGA, whose commission dollars may be used to generate soft dollar credits for SSGA. Although the Advisers clients commissions are not used for third party soft dollars, the Advisers and SSGAs clients may benefit from the soft dollar products/services received by SSGA.
The Adviser assumes general supervision over placing orders on behalf of the Trust for the purchase or sale of portfolio securities. If purchases or sales of portfolio securities of the Trust and one or more other investment companies or clients supervised by the Adviser are considered at or about the same time, transactions in such securities are allocated among the several investment companies and clients in a manner deemed equitable and consistent with its fiduciary obligations to all by the Adviser. In some cases, this procedure could have a detrimental effect on the price or volume of the security so far as the Trust is concerned. However, in other cases, it is possible that the ability to participate in volume transactions and to negotiate lower brokerage commissions will be beneficial to the Trust. The primary consideration is prompt execution of orders at the most favorable net price.
40
The Funds will not deal with affiliates in principal transactions unless permitted by exemptive order or applicable rule or regulation. The table below shows the aggregate dollar amount of brokerage commissions paid by the Funds for the fiscal years ended September 30. None of the brokerage commissions paid were paid to affiliated brokers. Brokerage commissions paid by a Fund may be substantially different from year to year for multiple reasons, including market volatility and the demand for a particular Fund.
Fund |
2014 | 2013 | 2012 | |||||||||
SPDR STOXX Europe 50 ETF |
$ | 10,382 | $ | 1,923 | $ | 1,021 | ||||||
SPDR EURO STOXX 50 ETF |
$ | 157,267 | $ | 45,254 | $ | 17,804 | ||||||
SPDR EURO STOXX Small Cap ETF |
$ | 1,158 | (6) | N/A | (1) | N/A | (1) | |||||
SPDR S&P Emerging Asia Pacific ETF |
$ | 178,705 | $ | 98,079 | $ | 107,841 | ||||||
SPDR S&P Small Cap Emerging Asia Pacific ETF |
$ | 5,994 | $ | 942 | $ | 6,781 | (2) | |||||
SPDR S&P Russia ETF |
$ | 1,072 | $ | 1,273 | $ | 8,150 | ||||||
SPDR S&P China ETF |
$ | 130,956 | $ | 121,186 | $ | 100,700 | ||||||
SPDR S&P Emerging Markets ETF |
$ | 71,294 | $ | 79,655 | $ | 38,191 | ||||||
SPDR S&P Emerging Markets Dividend ETF |
$ | 571,691 | $ | 880,699 | $ | 803,790 | ||||||
SPDR S&P BRIC 40 ETF |
$ | 15,944 | $ | 21,828 | $ | 47,372 | ||||||
SPDR S&P Emerging Europe ETF |
$ | 19,066 | $ | 10,013 | $ | 15,329 | ||||||
SPDR S&P Emerging Latin America ETF |
$ | 10,871 | $ | 32,070 | $ | 29,919 | ||||||
SPDR S&P Emerging Middle East & Africa ETF |
$ | 59,552 | $ | 11,629 | $ | 32,365 | ||||||
SPDR S&P World ex-US ETF |
$ | 116,255 | $ | 6,598 | $ | 9,838 | ||||||
SPDR S&P International Small Cap ETF |
$ | 453,812 | $ | 222,680 | $ | 16,144 | ||||||
SPDR Dow Jones International Real Estate ETF |
$ | 308,699 | $ | 454,143 | $ | 152,711 | ||||||
SPDR S&P Global Infrastructure ETF |
$ | 6,942 | $ | 21,736 | $ | 1,386 | ||||||
SPDR S&P Global Natural Resources ETF |
$ | 52,656 | $ | 82,238 | $ | 27,508 | ||||||
SPDR MSCI ACWI ex-US ETF |
$ | 12,013 | $ | 9,525 | $ | 39,953 | ||||||
SPDR MSCI ACWI IMI ETF |
$ | 371 | $ | 0 | $ | 1,175 | (3) | |||||
SPDR MSCI ACWI Low Carbon Target ETF |
$ | N/A | (9) | N/A | (1) | N/A | (1) | |||||
SPDR MSCI EM 50 ETF |
$ | 920 | $ | 354 | $ | 566 | (3) | |||||
SPDR MSCI EM Beyond BRIC ETF |
$ | 7,179 | N/A | (1)(5) | N/A | (1) | ||||||
SPDR MSCI EAFE Quality Mix ETF |
$ | 10 | (6) | N/A | (1) | N/A | (1) | |||||
SPDR MSCI Emerging Markets Quality Mix ETF |
$ | 1,907 | (6) | N/A | (1) | N/A | (1) | |||||
SPDR MSCI World Quality Mix ETF |
$ | 25 | (6) | N/A | (1) | N/A | (1) | |||||
SPDR MSCI Australia Quality Mix ETF |
$ | 41 | (7) | N/A | (1) | N/A | (1) | |||||
SPDR MSCI Canada Quality Mix ETF |
$ | 57 | (7) | N/A | (1) | N/A | (1) | |||||
SPDR MSCI Germany Quality Mix ETF |
$ | 1,677 | (7) | N/A | (1) | N/A | (1) | |||||
SPDR MSCI Japan Quality Mix ETF |
$ | 22 | (7) | N/A | (1) | N/A | (1) | |||||
SPDR MSCI Mexico Quality Mix ETF |
$ | 16 | (8) | N/A | (1) | N/A | (1) | |||||
SPDR MSCI South Korea Quality Mix ETF |
$ | 629 | (8) | N/A | (1) | N/A | (1) | |||||
SPDR MSCI Spain Quality Mix ETF |
$ | 64 | (7) | N/A | (1) | N/A | (1) | |||||
SPDR MSCI Taiwan Quality Mix ETF |
$ | 1,203 | (8) | N/A | (1) | N/A | (1) | |||||
SPDR MSCI United Kingdom Quality Mix ETF |
$ | 12 | (7) | N/A | (1) | N/A | (1) | |||||
SPDR Russell/Nomura PRIME Japan ETF |
$ | 3,022 | $ | 229 | $ | 165 | ||||||
SPDR Russell/Nomura Small Cap Japan ETF |
$ | 17,564 | $ | 7,823 | $ | 11,993 | ||||||
SPDR S&P Global Dividend ETF |
$ | 4,450 | $ | 482.7 | (4) | N/A | (1) | |||||
SPDR S&P International Dividend ETF |
$ | 869,680 | $ | 1,644,901 | $ | 1,235,435 | ||||||
SPDR S&P International Mid Cap ETF |
$ | 12,328 | $ | 10,576 | $ | 7,691 | ||||||
SPDR S&P Emerging Markets Small Cap ETF |
$ | 424,485 | $ | 387,761 | $ | 446,270 | ||||||
SPDR Dow Jones Global Real Estate ETF |
$ | 40,179 | $ | 46,086 | $ | 9,232 | ||||||
SPDR S&P International Consumer Discretionary Sector ETF |
$ | 578 | $ | 542 | $ | 761 | ||||||
SPDR S&P International Consumer Staples Sector ETF |
$ | 1,292 | $ | 935 | $ | 1,389 | ||||||
SPDR S&P International Energy Sector ETF |
$ | 1,030 | $ | 227 | $ | 714 | ||||||
SPDR S&P International Financial Sector ETF |
$ | 1,922 | $ | 117 | $ | 307 | ||||||
SPDR S&P International Health Care Sector ETF |
$ | 5,782 | $ | 2,511 | $ | 1,943 | ||||||
SPDR S&P International Industrial Sector ETF |
$ | 1,118 | $ | 821 | $ | 1,309 | ||||||
SPDR S&P International Materials Sector ETF |
$ | 1,203 | $ | 688 | $ | 27 | ||||||
SPDR S&P International Technology Sector ETF |
$ | 460 | $ | 1784 | $ | 657 |
41
Fund |
2014 | 2013 | 2012 | |||||||||
SPDR S&P International Telecommunications Sector ETF |
$ | 3,210 | $ | 1,482 | $ | 553 | ||||||
SPDR S&P International Utilities Sector ETF |
$ | 3,221 | $ | 358 | $ | 813 |
(1) | The Fund was not operational. |
(2) | The Fund commenced operations on January 11, 2012. |
(3) | The Fund commenced operations on February 27, 2012. |
(4) | The Fund commenced operations on May 29, 2013. |
(5) | The Fund commenced operations on December 4, 2013. |
(6) | The Fund commenced operations on June 4, 2014. |
(7) | The Fund commenced operations on June 11, 2014. |
(8) | The Fund commenced operations on September 17, 2014. |
(9) | The Fund commenced operations on November 25, 2014. |
Securities of Regular Broker-Dealer. Each Fund is required to identify any securities of its regular brokers and dealers (as such term is defined in the 1940 Act) which it may hold at the close of its most recent fiscal year. Regular brokers or dealers of the Trust are the ten brokers or dealers that, during the most recent fiscal year: (i) received the greatest dollar amounts of brokerage commissions from the Trusts portfolio transactions; (ii) engaged as principal in the largest dollar amounts of portfolio transactions of the Trust; or (iii) sold the largest dollar amounts of the Trusts shares.
42
Holdings in Securities of Regular Broker-Dealers as of September 30, 2014.
Societe Generale |
$ | 82,117,433 | ||
UBS AG |
$ | 9,094,303 | ||
Royal Bank of Canada |
$ | 8,883,326 | ||
Credit Suisse Group AG |
$ | 5,563,963 | ||
Macquarie Group, Ltd. |
$ | 2,506,603 | ||
Nomura Holdings, Inc. |
$ | 1,998,782 | ||
JPMorgan Chase & Co. |
$ | 359,090 | ||
Citigroup Global Markets Inc. |
$ | 257,960 | ||
Goldman, Sachs & Co. |
$ | 178,797 | ||
Morgan Stanley |
$ | 100,080 | ||
Deutsche Bank AG |
$ | 66,700 |
Portfolio turnover may vary from year to year, as well as within a year. High turnover rates are likely to result in comparatively greater brokerage expenses or transaction costs. The portfolio turnover rate for each Fund is expected to be under 100%, except with respect to SPDR S&P Emerging Markets Dividend ETF, SPDR S&P International Dividend ETF and SPDR S&P Global Dividend ETF, which may experience significantly higher turnover. Funds may also experience higher portfolio turnover when migrating to a different benchmark index. The variation in portfolio turnover for SPDR S&P Global Infrastructure ETF for the fiscal years ended September 30, 2013 and September 30, 2014 resulted from the Funds migration to a new benchmark index during the fiscal year ended September 30, 2013. The overall reasonableness of brokerage commissions and transaction costs is evaluated by the Adviser based upon its knowledge of available information as to the general level of commissions and transaction costs paid by other institutional investors for comparable services.
The following information supplements and should be read in conjunction with the section in the Prospectus entitled ADDITIONAL PURCHASE AND SALE INFORMATION.
The Depository Trust Company (DTC) acts as securities depositary for the Shares. Shares of each Fund are represented by securities registered in the name of DTC or its nominee, Cede & Co., and deposited with, or on behalf of, DTC. Except in the limited circumstance provided below, certificates will not be issued for Shares.
DTC, a limited-purpose trust company, was created to hold securities of its participants (the DTC Participants) and to facilitate the clearance and settlement of securities transactions among the DTC Participants in such securities through electronic book-entry changes in accounts of the DTC Participants, 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, some of whom (and/or their representatives) own DTC. More specifically, DTC is owned by a number of its DTC Participants and by the New York Stock Exchange (NYSE) and the FINRA. Access to the DTC system is also 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 (the Indirect Participants).
Beneficial ownership of Shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC Participants and Indirect Participants. Ownership of beneficial interests in Shares (owners of such beneficial interests are referred to herein as Beneficial Owners) 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 will receive from or through the DTC Participant a written confirmation relating to their purchase of Shares.
Conveyance of all notices, statements and other communications to Beneficial Owners is effected as follows. Pursuant to the Depositary Agreement between the Trust and DTC, DTC is required to make available to the Trust upon request and for a fee to be charged to the Trust a listing of the Shares of each Fund held by each DTC Participant. The Trust, either directly or through a third party service, shall inquire of each such DTC Participant as to the number of Beneficial Owners holding Shares, directly or indirectly, through such DTC Participant. The Trust, either directly or through a third party service, shall provide each such DTC Participant with copies of such notice, statement or other communication, in such form, number and at such place as such DTC Participant may reasonably request, in order that such notice, statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial Owners. In addition, the Trust shall pay to each such DTC Participant and/or third party service a fair and reasonable amount as reimbursement for the expenses attendant to such transmittal, all subject to applicable statutory and regulatory requirements.
43
Share distributions shall be made to DTC or its nominee, Cede & Co., as the registered holder of all Shares. DTC or its nominee, upon receipt of any such distributions, shall credit immediately DTC Participants accounts with payments in amounts proportionate to their respective beneficial interests in Shares of a Fund as shown on the records of DTC or its nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of Shares 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.
The Trust has no 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 such Shares, 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 determine to discontinue providing its service with respect to Shares at any time by giving reasonable notice to the Trust and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the Trust 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 issue and deliver printed certificates representing ownership of Shares, unless the Trust makes other arrangements with respect thereto satisfactory to the Exchange.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
Although the Funds do not have information concerning their beneficial ownership held in the names of DTC Participants, as of January 2, 2015, the names, addresses and percentage ownership of each DTC Participant that owned of record 5% or more of the outstanding Shares of the Funds were as follows:
SPDR STOXX Europe 50 ETF |
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
24.03% | ||
Merrill Lynch, Pierce, Fenner & Smith Inc.* 101 Hudson Street Jersey City, NJ 07302 |
12.21% | |||
Morgan Stanley Smith Barney LLC 1 Harborside Financial Center, Plaza II Jersey City, NJ 07311 |
8.70% | |||
UBS Financial Services Inc. 1000 Harbor Boulevard Weehawken, NJ 07086 |
8.69% | |||
Pershing, LLC One Pershing Plaza Jersey City, NJ 07399 |
6.54% | |||
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
5.36% | |||
SPDR EURO STOXX 50 ETF |
Goldman, Sachs & Co. 180 Maiden Lane New York, NY 10038 |
17.82% | ||
First Clearing LLC 1 North Jefferson Ave St. Louis, MO 63103 |
11.51% | |||
JPMorgan Chase Bank, National Association 14201 Dallas Parkway Chase International Plaza Dallas, TX 75254 |
7.20% |
44
Merrill Lynch, Pierce, Fenner & Smith Inc.* 101 Hudson Street Jersey City, NJ 07302 |
6.12% | |||
SPDR EURO STOXX Small Cap ETF |
JPMorgan Chase Clearing Corp. 245 Park Avenue New York, NY 10167 |
33.16% | ||
Credit Suisse Securities (USA) LLC One Madison Avenue, 13 th Floor New York, NY 10010 |
16.61% | |||
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
9.49% | |||
RBC Capital Markets Corporation 3 World Financial Center 200 Vesey Street New York, NY 10281 |
9.25% | |||
Merrill Lynch, Pierce, Fenner & Smith Inc.* 101 Hudson Street Jersey City, NJ 07302 |
7.84% | |||
SPDR S&P Emerging Asia Pacific ETF |
UBS Financial Services Inc. 1000 Harbor Boulevard Weehawken, NJ 07086 |
22.96% | ||
Brown Brothers Harriman & Co. 525 Washington Boulevard Jersey City, NJ 07310 |
12.33% | |||
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
11.45% | |||
JPMorgan Chase Bank, National Association 14201 Dallas Parkway Chase International Plaza Dallas, TX 75254 |
8.80% | |||
The Bank of New York Mellon One Wall Street, 5 th Floor New York, NY 10286 |
6.22% | |||
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
6.11% | |||
Pershing LLC One Pershing Plaza Jersey City, NJ 07399 |
5.64% | |||
SPDR S&P Small Cap Emerging Asia Pacific ETF |
Timber Hill LLC Two Pickwick Plaza Greenwich, CT 06830 |
14.90% | ||
Goldman Sachs Execution & Clearing, L.P. 30 Hudson Street, 4 th Floor Jersey City, NJ 07302 |
10.23% | |||
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
9.73% |
45
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
9.47% | |||
TD Ameritrade Clearing, Inc. 4211 South 102 nd Street Omaha, NE 68127 |
8.28% | |||
Merrill Lynch, Pierce, Fenner & Smith Inc. 1 Bryant Park New York, NY 10036 |
5.51% | |||
SPDR S&P Russia ETF |
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
18.25% | ||
Merrill Lynch, Pierce, Fenner & Smith Inc.* 101 Hudson Street Jersey City, NJ 07302 |
9.48% | |||
Morgan Stanley Smith Barney LLC 1 Harborside Financial Center, Plaza II Jersey City, NJ 07311 |
8.46% | |||
Merrill Lynch, Pierce, Fenner & Smith Inc. 1 Bryant Park New York, NY 10036 |
8.13% | |||
First Clearing LLC 1 North Jefferson Avenue St. Louis, MO 63103 |
7.89% | |||
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
5.47% | |||
SPDR S&P China ETF |
Brown Brothers Harriman & Co. 525 Washington Boulevard Jersey City, NJ 07310 |
14.38% | ||
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
10.79% | |||
The Bank of New York Mellon One Wall Street, 5 th Floor New York, NY 10286 |
8.26% | |||
Pershing LLC One Pershing Plaza Jersey City, NJ 07399 |
7.93% | |||
Citibank, N.A. 3800 Citigroup Center Tampa Tampa, FL 33610 |
7.45% | |||
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
6.98% | |||
Morgan Stanley Smith Barney LLC 1 Harborside Financial Center, Plaza II Jersey City, NJ 07311 |
5.93% |
46
SPDR S&P Emerging Markets ETF |
The Bank of New York Mellon/ Mellon Trust of New England, National Association Three Mellon Bank Center Pittsburgh, PA 15259 |
20.07% | ||
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
15.06% | |||
Northern Trust Company (The) 50 South LaSalle Street Chicago, IL 60675 |
10.04% | |||
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
6.18% | |||
UBS Financial Services Inc. 1000 Harbor Boulevard Weehawken, NJ 07086 |
5.62% | |||
SPDR S&P Emerging Markets Dividend ETF |
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
16.74% | ||
First Clearing LLC 1 North Jefferson Avenue St. Louis, MO 63103 |
13.25% | |||
Morgan Stanley Smith Barney LLC 1 Harborside Financial Center, Plaza II Jersey City, NJ 07311 |
11.39% | |||
Merrill Lynch, Pierce, Fenner & Smith Inc.* 101 Hudson Street Jersey City, NJ 07302 |
9.88% | |||
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
7.43% | |||
SPDR S&P BRIC 40 ETF |
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
14.68% | ||
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
13.49% | |||
Brown Brothers Harriman & Co. 525 Washington Boulevard Jersey City, NJ 07310 |
9.09% | |||
Citibank, N.A. 3800 Citigroup Center Tampa Tampa, FL 33610 |
5.83% | |||
Merrill Lynch, Pierce, Fenner & Smith Inc.* 101 Hudson Street Jersey City, NJ 07302 |
5.03% | |||
SPDR S&P Emerging Europe ETF |
Brown Brothers Harriman & Co. 525 Washington Boulevard Jersey City, NJ 07310 |
16.21% |
47
State Street Bank & Trust Company 1776 Heritage Drive North Quincy, MA 02171 |
13.47% | |||
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
9.52% | |||
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
8.49% | |||
TD Ameritrade Clearing, Inc. 4211 South 102 nd Street Omaha, NE 68127 |
6.96% | |||
Pershing LLC One Pershing Plaza Jersey City, NJ 07399 |
5.88% | |||
The Bank of New York Mellon One Wall Street, 5 th Floor New York, NY 10286 |
5.25% | |||
SPDR S&P Emerging Latin America ETF |
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
16.39% | ||
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
16.31% | |||
TD Ameritrade Clearing, Inc. 4211 South 102 nd Street Omaha, NE 68127 |
6.98% | |||
Goldman, Sachs & Co. 180 Maiden Lane New York, NY 10038 |
6.97% | |||
Brown Brothers Harriman & Co. 525 Washington Boulevard Jersey City, NJ 07310 |
5.57% | |||
Merrill Lynch, Pierce, Fenner & Smith Inc. 1 Bryant Park New York, NY 10036 |
5.01% | |||
SPDR S&P Emerging Middle East & Africa ETF |
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
14.09% | ||
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
11.05% | |||
Merrill Lynch, Pierce, Fenner & Smith Inc.* 101 Hudson Street Jersey City, NJ 07302 |
8.79% | |||
TD Ameritrade Clearing, Inc. 4211 South 102 nd Street Omaha, NE 68127 |
6.89% |
48
Merrill Lynch, Pierce, Fenner & Smith Inc. 1 Bryant Park New York, NY 10036 |
6.85% | |||
Brown Brothers Harriman & Co. 525 Washington Boulevard Jersey City, NJ 07310 |
5.28% | |||
SPDR S&P World ex-US ETF |
The Bank of New York Mellon/ Mellon Trust of New England, National Association Three Mellon Bank Center Pittsburgh, PA 15259 |
31.01% | ||
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
22.08% | |||
Pershing LLC One Pershing Plaza Jersey City, NJ 07399 |
13.06% | |||
Merrill Lynch, Pierce, Fenner & Smith Inc.* 101 Hudson Street Jersey City, NJ 07302 |
9.55% | |||
SPDR S&P International Small Cap ETF |
State Street Bank & Trust Company 1776 Heritage Drive North Quincy, MA 02171 |
12.54% | ||
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
11.50% | |||
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
10.65% | |||
First Clearing LLC 1 North Jefferson Avenue St. Louis, MO 63103 |
10.52% | |||
SEI Private Trust Company 1 Freedom Valley Drive Oaks, PA 19456 |
9.09% | |||
Pershing LLC One Pershing Plaza Jersey City, NJ 07399 |
9.06% | |||
TD Ameritrade Clearing, Inc. 4211 South 102 nd Street Omaha, NE 68127 |
5.46% | |||
SPDR Dow Jones International Real Estate ETF |
Wells Fargo Bank, National Association 733 Marquette Avenue South Minneapolis, MN 55479 |
36.68% | ||
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
11.19% | |||
Goldman, Sachs & Co. 180 Maiden Lane New York, NY 10038 |
6.64% |
49
State Street Bank & Trust Company 1776 Heritage Drive North Quincy, MA 02171 |
5.91% | |||
SPDR S&P Global Infrastructure ETF |
Amalgamated Bank 275 Seventh Avenue, 9 th Floor New York, NY 10001 |
28.52% | ||
State Street Bank & Trust Company 1776 Heritage Drive North Quincy, MA 02171 |
26.96% | |||
SPDR S&P Global Natural Resources ETF |
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
14.46% | ||
State Street Bank & Trust Company 1776 Heritage Drive North Quincy, MA 02171 |
11.28% | |||
JPMorgan Chase Bank, National Association 14201 Dallas Parkway Chase International Plaza Dallas, TX 75254 |
10.63% | |||
State Street Bank & Trust Company/State Street Total ETF 1776 Heritage Drive North Quincy, MA 02171 |
8.89% | |||
TD Ameritrade Clearing, Inc. 4211 South 102 nd Street Omaha, NE 68127 |
8.02% | |||
The Bank of New York Mellon/ Mellon Trust of New England, National Association Three Mellon Bank Center Pittsburgh, PA 15259 |
7.16% | |||
State Street Bank & Trust Company/Blackrock Institutional Trust 1776 Heritage Drive North Quincy, MA 02171 |
6.09% | |||
SPDR MSCI ACWI ex-US ETF |
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
26.06% | ||
Bank of America N.A./ GWIM Trust Operations 414 N. Akard Street, 5 th Floor Dallas, TX 75201 |
8.75% | |||
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
7.74% | |||
SEI Private Trust Company 1 Freedom Valley Drive Oaks, PA 19456 |
7.55% | |||
JPMorgan Chase Bank, National Association 14201 Dallas Parkway Chase International Plaza Dallas, TX 75254 |
5.12% |
50
Northern Trust Company (The) 50 South LaSalle Street Chicago, IL 60675 |
5.06% | |||
SPDR MSCI ACWI IMI ETF |
The Bank of New York Mellon/ Mellon Trust of New England, National Association Three Mellon Bank Center Pittsburgh, PA 15259 |
61.15% | ||
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
19.04% | |||
J.P. Morgan Clearing Corp. 245 Park Avenue New York, NY 10167 |
6.82% | |||
Merrill Lynch, Pierce, Fenner & Smith Inc. 1 Bryant Park New York, NY 10036 |
6.47% | |||
SPDR MSCI ACWI Low Carbon Target ETF |
Northern Trust Company (The)/UNJSPF 50 South LaSalle Street Chicago, IL 60675 |
83.42% | ||
UBS AG, London Branch 1 Finsbury Avenue London EC2M 2PP UNITED KINGDOM |
8.33% | |||
J.P. Morgan Clearing Corp. 245 Park Avenue New York, NY 10167 |
7.77% | |||
SPDR MSCI EM 50 ETF |
Pershing LLC One Pershing Plaza Jersey City, NJ 07399 |
38.74% | ||
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
19.85% | |||
Merrill Lynch, Pierce, Fenner & Smith Inc. 1 Bryant Park New York, NY 10036 |
19.45% | |||
SPDR MSCI EM Beyond BRIC ETF |
Timber Hill LLC Two Pickwick Plaza Greenwich, CT 06830 |
47.00% | ||
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
12.31% | |||
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
7.31% | |||
TD Ameritrade Clearing, Inc. 4211 South 102 nd Street Omaha, NE 68127 |
6.17% | |||
Pershing LLC One Pershing Plaza Jersey City, NJ 07399 |
5.71% |
51
SPDR MSCI EAFE Quality Mix ETF |
Citigroup Global Markets Inc./Salomon Brothers 333 West 34 th Street New York, NY 10001 |
65.00% | ||
Timber Hill LLC Two Pickwick Plaza Greenwich, CT 06830 |
10.40% | |||
Merrill Lynch, Pierce, Fenner & Smith Inc.* 101 Hudson Street Jersey City, NJ 07302 |
10.30% | |||
SPDR MSCI Emerging Markets Quality Mix ETF |
Timber Hill LLC Two Pickwick Plaza Greenwich, CT 06830 |
81.30% | ||
Vanguard Marketing Corporation 100 Vanguard Boulevard Malvern, PA 19355 |
6.04% | |||
SPDR MSCI World Quality Mix ETF |
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
26.77% | ||
BMO Nesbitt Burns Inc./CDS 1 First Canadian Place, Suite 1300 Toronto, Ontario M5X 2S8 CANADA |
19.00% | |||
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
18.35% | |||
TD Ameritrade Clearing, Inc. 4211 South 102 nd Street Omaha, NE 68127 |
8.03% | |||
SPDR MSCI Australia Quality Mix ETF |
UBS AG, London Branch 1 Finsbury Avenue London EC2M 2PP UNITED KINGDOM |
65.20% | ||
J.P. Morgan Clearing Corp. 245 Park Avenue New York, NY 10167 |
29.60% | |||
SPDR MSCI Canada Quality Mix ETF |
J.P. Morgan Clearing Corp. 245 Park Avenue New York, NY 10167 |
78.12% | ||
SPDR MSCI Germany Quality Mix ETF |
Merrill Lynch, Pierce, Fenner & Smith Inc.* 101 Hudson Street Jersey City, NJ 07302 |
46.93% | ||
UBS AG, London Branch 1 Finsbury Avenue London EC2M 2PP UNITED KINGDOM |
25.27% | |||
J.P. Morgan Clearing Corp. 245 Park Avenue New York, NY 10167 |
13.48% | |||
Pershing LLC One Pershing Plaza Jersey City, NJ 07399 |
8.20% |
52
SPDR MSCI Japan Quality Mix ETF |
J.P. Morgan Clearing Corp. 245 Park Avenue New York, NY 10167 |
77.37% | ||
Merrill Lynch, Pierce, Fenner & Smith Inc. 1 Bryant Park New York, NY 10036 |
8.00% | |||
SPDR MSCI Mexico Quality Mix ETF |
Goldman, Sachs & Co. 180 Maiden Lane New York, NY 10038 |
95.23% | ||
SPDR MSCI South Korea Quality Mix ETF |
Goldman, Sachs & Co. 180 Maiden Lane New York, NY 10038 |
98.59% | ||
SPDR MSCI Spain Quality Mix ETF |
UBS AG, London Branch 1 Finsbury Avenue London EC2M 2PP UNITED KINGDOM |
79.80% | ||
J.P. Morgan Clearing Corp. 245 Park Avenue New York, NY 10167 |
16.41% | |||
SPDR MSCI Taiwan Quality Mix ETF |
Goldman, Sachs & Co. 180 Maiden Lane New York, NY 10038 |
99.30% | ||
SPDR MSCI United Kingdom Quality Mix ETF |
UBS AG, London Branch 1 Finsbury Avenue London EC2M 2PP UNITED KINGDOM |
90.40% | ||
SPDR Russell/Nomura PRIME TM Japan ETF |
Credit Suisse Securities (USA) LLC One Madison Avenue, 13 th Floor New York, NY 10010 |
32.12% | ||
Morgan Stanley Smith Barney LLC 1 Harborside Financial Center, Plaza II Jersey City, NJ 07311 |
17.80% | |||
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
17.01% | |||
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
8.06% | |||
SPDR Russell/Nomura Small Cap Japan ETF |
Citibank, N.A. 3800 Citigroup Center Tampa Tampa, FL 33610 |
15.76% | ||
Brown Brothers Harriman & Co. 525 Washington Boulevard Jersey City, NJ 07310 |
14.69% | |||
Northern Trust Company (The) 50 South LaSalle Street Chicago, IL 60675 |
11.66% | |||
Morgan Stanley Smith Barney LLC 1 Harborside Financial Center, Plaza II Jersey City, NJ 07311 |
9.31% |
53
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
7.66% | |||
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
5.49% | |||
SPDR S&P Global Dividend ETF |
Merrill Lynch, Pierce, Fenner & Smith Inc.* 101 Hudson Street Jersey City, NJ 07302 |
22.36% | ||
State Street Bank & Trust Company 1776 Heritage Drive North Quincy, MA 02171 |
17.05% | |||
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
14.84% | |||
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
9.95% | |||
Morgan Stanley Smith Barney LLC 1 Harborside Financial Center, Plaza II Jersey City, NJ 07311 |
7.07% | |||
SPDR S&P International Dividend ETF |
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
16.98% | ||
Merrill Lynch, Pierce, Fenner & Smith Inc.* 101 Hudson Street Jersey City, NJ 07302 |
11.86% | |||
First Clearing LLC 1 North Jefferson Avenue St. Louis, MO 63103 |
9.48% | |||
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
9.06% | |||
Morgan Stanley Smith Barney LLC 1 Harborside Financial Center, Plaza II Jersey City, NJ 07311 |
8.26% | |||
UBS Financial Services Inc. 1000 Harbor Boulevard Weehawken, NJ 07086 |
6.74% | |||
SPDR S&P International Mid Cap ETF |
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
29.43% | ||
Merrill Lynch, Pierce, Fenner & Smith Inc. 1 Bryant Park New York, NY 10036 |
12.27% | |||
Morgan Stanley Smith Barney LLC 1 Harborside Financial Center, Plaza II Jersey City, NJ 07311 |
9.97% |
54
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
9.27% | |||
TD Ameritrade Clearing, Inc. 4211 South 102 nd Street Omaha, NE 68127 |
6.14% | |||
Merrill Lynch, Pierce, Fenner & Smith Inc.* 101 Hudson Street Jersey City, NJ 07302 |
5.47% | |||
CIBC World Markets, Inc. 161 Bay Street, 10 th Floor Toronto, Ontario M5J 2S8 CANADA |
5.26% | |||
SPDR S&P Emerging Markets Small Cap ETF |
State Street Bank & Trust Company 1776 Heritage Drive North Quincy, MA 02171 |
16.83% | ||
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
10.40% | |||
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
6.75% | |||
TD Ameritrade Clearing, Inc. 4211 South 102 nd Street Omaha, NE 68127 |
5.89% | |||
Pershing LLC One Pershing Plaza Jersey City, NJ 07399 |
5.71% | |||
JPMorgan Chase Bank, National Association 14201 Dallas Parkway Chase International Plaza Dallas, TX 75254 |
5.28% | |||
SPDR Dow Jones Global Real Estate ETF |
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
13.53% | ||
Goldman, Sachs & Co. 180 Maiden Lane New York, NY 10038 |
9.77% | |||
TD Ameritrade Clearing, Inc. 4211 South 102 nd Street Omaha, NE 68127 |
9.59% | |||
Pershing LLC One Pershing Plaza Jersey City, NJ 07399 |
7.71% | |||
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
7.50% | |||
Merrill Lynch, Pierce, Fenner & Smith Inc.* 101 Hudson Street Jersey City, NJ 07302 |
6.61% |
55
Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg, FL 33733 |
6.33% | |||
Morgan Stanley Smith Barney LLC 1 Harborside Financial Center, Plaza II Jersey City, NJ 07311 |
5.77% | |||
SPDR S&P International Consumer Discretionary Sector ETF |
Merrill Lynch, Pierce, Fenner & Smith Inc.* 101 Hudson Street Jersey City, NJ 07302 |
19.92% | ||
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
15.71% | |||
Merrill Lynch, Pierce, Fenner & Smith Inc. 1 Bryant Park New York, NY 10036 |
11.97% | |||
Morgan Stanley Smith Barney LLC 1 Harborside Financial Center, Plaza II Jersey City, NJ 07311 |
8.50% | |||
Scotia Capital Inc./CDS 44 King Street West Scotia Plaza 23 rd Floor Toronto, Ontario M5H 1H1 CANADA |
6.08% | |||
SPDR S&P International Consumer Staples Sector ETF |
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
35.43% | ||
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
12.78% | |||
Merrill Lynch, Pierce, Fenner & Smith Inc.* 101 Hudson Street Jersey City, NJ 07302 |
6.81% | |||
JPMorgan Chase Clearing Corp. 245 Park Avenue New York, NY 10167 |
6.72% | |||
Morgan Stanley Smith Barney LLC 1 Harborside Financial Center, Plaza II Jersey City, NJ 07311 |
6.10% | |||
SPDR S&P International Energy Sector ETF |
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
21.60% | ||
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
16.19% | |||
State Street Bank & Trust Company/State Street Total ETF 1776 Heritage Drive North Quincy, MA 02171 |
14.06% | |||
RBC Capital Markets Corporation 3 World Financial Center 200 Vesey Street New York, NY 10281 |
8.29% |
56
SPDR S&P International Financial Sector ETF |
Merrill Lynch, Pierce, Fenner & Smith Inc.* 101 Hudson Street Jersey City, NJ 07302 |
22.10% | ||
Brown Brothers Harriman & Co. 525 Washington Boulevard Jersey City, NJ 07310 |
11.94% | |||
Northern Trust Company (The) 50 South LaSalle Street Chicago, IL 60675 |
10.07% | |||
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
6.77% | |||
Merrill Lynch, Pierce, Fenner & Smith Inc. 1 Bryant Park New York, NY 10036 |
6.76% | |||
Morgan Stanley Smith Barney LLC 1 Harborside Financial Center, Plaza II Jersey City, NJ 07311 |
5.29% | |||
JPMorgan Chase Clearing Corp. 245 Park Avenue New York, NY 10167 |
5.23% | |||
SPDR S&P International Health Care Sector ETF |
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
27.13% | ||
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
13.97% | |||
Merrill Lynch, Pierce, Fenner & Smith Inc.* 101 Hudson Street Jersey City, NJ 07302 |
5.78% | |||
First Clearing LLC 1 North Jefferson Avenue St. Louis, MO 63103 |
5.45% | |||
Morgan Stanley Smith Barney LLC 1 Harborside Financial Center, Plaza II Jersey City, NJ 07311 |
5.04% | |||
SPDR S&P International Industrial Sector ETF |
RBC Dominion Securities Inc./CDS Commerce Court South P.O. Box 50 Toronto, Ontario M5J 2W7 CANADA |
14.64% | ||
Brown Brothers Harriman & Co. 525 Washington Boulevard Jersey City, NJ 07310 |
14.42% | |||
Merrill Lynch, Pierce, Fenner & Smith Inc.* 101 Hudson Street Jersey City, NJ 07302 |
12.30% | |||
SG Americas Securities, LLC 480 Washington Boulevard Jersey City, NJ 07310 |
11.01% |
57
Pershing LLC One Pershing Plaza Jersey City, NJ 07399 |
8.85% | |||
Morgan Stanley Smith Barney LLC 1 Harborside Financial Center, Plaza II Jersey City, NJ 07311 |
7.26% | |||
RBC Capital Markets Corporation 3 World Financial Center 200 Vesey Street New York, NY 10281 |
6.35% | |||
SPDR S&P International Materials Sector ETF |
Merrill Lynch, Pierce, Fenner & Smith Inc. 1 Bryant Park New York, NY 10036 |
20.20% | ||
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
10.27% | |||
Vanguard Marketing Corporation 100 Vanguard Boulevard Malvern, PA 19355 |
10.20% | |||
RBC Capital Markets Corporation 3 World Financial Center 200 Vesey Street New York, NY 10281 |
7.84% | |||
Merrill Lynch, Pierce, Fenner & Smith Inc.* 101 Hudson Street Jersey City, NJ 07302 |
7.36% | |||
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
5.69% | |||
SPDR S&P International Technology Sector ETF |
TD Ameritrade Clearing, Inc. 4211 South 102 nd Street Omaha, NE 68127 |
15.68% | ||
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
9.75% | |||
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
8.89% | |||
Pershing LLC One Pershing Plaza Jersey City, NJ 07399 |
7.96% | |||
Merrill Lynch, Pierce, Fenner & Smith Inc.* 101 Hudson Street Jersey City, NJ 07302 |
6.60% | |||
Morgan Stanley Smith Barney LLC 1 Harborside Financial Center, Plaza II Jersey City, NJ 07311 |
5.76% | |||
SPDR S&P International Telecommunications Sector ETF |
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
21.37% |
58
Charles Schwab & Company, Inc. 101 Montgomery Street San Francisco, CA 94104 |
9.25% | |||
Morgan Stanley Smith Barney LLC 1 Harborside Financial Center, Plaza II Jersey City, NJ 07311 |
7.45% | |||
LPL Financial Corporation 4707 Executive Drive San Diego, CA 92121 |
7.27% | |||
Merrill Lynch, Pierce, Fenner & Smith Inc.* 101 Hudson Street Jersey City, NJ 07302 |
6.78% | |||
First Clearing LLC 1 North Jefferson Avenue St. Louis, MO 63103 |
6.55% | |||
Pershing LLC One Pershing Plaza Jersey City, NJ 07399 |
6.08% | |||
UBS Financial Services Inc. 1000 Harbor Boulevard Weehawken, NJ 07086 |
5.56% | |||
SPDR S&P International Utilities Sector ETF |
Merrill Lynch, Pierce, Fenner & Smith Inc.* 101 Hudson Street Jersey City, NJ 07302 |
47.04% | ||
The Bank of New York Mellon One Wall Street, 5 th Floor New York, NY 10286 |
20.15% | |||
National Financial Services LLC 200 Liberty Street New York, NY 10281 |
8.01% |
* | Percentages referenced in this table for Merrill Lynch may also include Shares held at ML SFKPG. |
An Authorized Participant (as defined below) may hold of record more than 25% of the outstanding Shares of a Fund. From time to time, Authorized Participants may be a beneficial and/or legal owner of a Fund, may be affiliated with an index provider, may be deemed to have control of the applicable Fund and/or may be able to affect the outcome of matters presented for a vote of the shareholders of the Fund. Authorized Participants may execute an irrevocable proxy granting the Distributor or another affiliate of State Street (the Agent) power to vote or abstain from voting such Authorized Participants beneficially or legally owned Shares of a Fund. In such cases, the Agent shall mirror vote (or abstain from voting) such Shares in the same proportion as all other beneficial owners of the Fund.
The Trustees and Officers of the Trust, as a group, own less than 1% of the Trusts voting securities as of the date of this SAI.
PURCHASE AND REDEMPTION OF CREATION UNITS
Each Fund issues and redeems its Shares on a continuous basis, at net asset value, only in a large specified number of Shares called a Creation Unit, either principally in-kind for securities included in the relevant Index or in cash for the value of such securities. The value of each Fund is determined once each business day, as described under Determination of Net Asset Value. Creation Unit sizes are 50,000 Shares per Creation Unit, except as otherwise set forth in the table below. The Creation Unit size for a Fund may change. Authorized Participants (as defined below) will be notified of such change. The principal consideration for creations and redemptions for each Fund is in-kind.
59
Fund |
Creation Unit Size | |||
SPDR S&P Emerging Asia Pacific ETF |
100,000 | |||
SPDR S&P China ETF |
100,000 | |||
SPDR S&P Emerging Markets ETF |
100,000 | |||
SPDR S&P BRIC 40 ETF |
100,000 | |||
SPDR S&P Emerging Europe ETF |
100,000 | |||
SPDR S&P Emerging Latin America ETF |
100,000 | |||
SPDR S&P Emerging Middle East & Africa ETF |
100,000 | |||
SPDR Dow Jones International Real Estate ETF |
100,000 | |||
SPDR S&P Global Infrastructure ETF |
100,000 | |||
SPDR S&P World ex-US ETF |
200,000 | |||
SPDR S&P International Small Cap ETF |
100,000 | |||
SPDR MSCI ACWI ex-US ETF |
200,000 | |||
SPDR MSCI ACWI IMI ETF |
100,000 | |||
SPDR Russell/Nomura PRIME Japan ETF |
200,000 | |||
SPDR S&P International Dividend ETF |
100,000 | |||
SPDR S&P International Mid Cap ETF |
200,000 | |||
SPDR S&P Emerging Markets Small Cap ETF |
100,000 | |||
SPDR Dow Jones Global Real Estate ETF |
100,000 | |||
SPDR MSCI EAFE Quality Mix ETF |
100,000 | |||
SPDR MSCI Emerging Markets Quality Mix ETF |
100,000 | |||
SPDR MSCI World Quality Mix ETF |
100,000 | |||
SPDR MSCI Japan Quality Mix ETF |
100,000 | |||
SPDR MSCI Mexico Quality Mix ETF |
100,000 | |||
SPDR MSCI South Korea Quality Mix ETF |
100,000 | |||
SPDR MSCI Taiwan Quality Mix ETF |
100,000 | |||
SPDR MSCI ACWI Low Carbon Target ETF |
100,000 |
PURCHASE (CREATION). The Trust issues and sells Shares of each Fund only: in Creation Units on a continuous basis through the Principal Underwriter, without a sales load (but subject to transaction fees), at their NAV per share next determined after receipt of an order, on any Business Day (as defined below), in proper form pursuant to the terms of the Authorized Participant Agreement (Participant Agreement). A Business Day with respect to a Fund is, generally, any day on which the NYSE is open for business.
FUND DEPOSIT. The consideration for purchase of a Creation Unit of a Fund generally consists of either (i) the in-kind deposit of a designated portfolio of securities (the Deposit Securities) per each Creation Unit, constituting a substantial replication, or a portfolio sampling representation, of the securities included in the relevant Funds Index and the Cash Component (defined below), computed as described below or (ii) the cash value of the Deposit Securities (Deposit Cash) and Cash Component, computed as described below. When accepting purchases of Creation Units for cash, a Fund may incur additional costs associated with the acquisition of Deposit Securities that would otherwise be provided by an in-kind purchaser.
Together, the Deposit Securities or Deposit Cash, as applicable, and the Cash Component constitute the Fund Deposit, which represents the minimum initial and subsequent investment amount for a Creation Unit of any Fund. The Cash Component, which may include a Dividend Equivalent Payment, is an amount equal to the difference between the net asset value of the Shares (per Creation Unit) and the market value of the Deposit Securities or Deposit Cash, as applicable. If the Cash Component is a positive number (i.e., the net asset value per Creation Unit exceeds the market value of the Deposit Securities or Deposit Cash, as applicable), the Cash Component shall be such positive amount. The Dividend Equivalent Payment enables a Fund to make a complete distribution of dividends on the day preceding the next dividend payment date, and is an amount equal, on a per Creation Unit basis, to the dividends on all the portfolio securities of the Fund (Dividend Securities) with ex-dividend dates within the accumulation period for such distribution (the Accumulation Period), net of expenses and liabilities for such period, as if all of the Dividend Securities had been held by the Fund for the entire Accumulation Period. The Accumulation Period begins on the ex-dividend date for each Fund and ends on the day preceding the next ex-dividend date. If the Cash Component is a negative number (i.e., the net asset value per Creation Unit is less than the market value of the Deposit Securities or Deposit Cash, as applicable), the Cash Component shall be such negative amount and the creator will be entitled to receive cash in an amount equal to the Cash Component. The Cash Component serves the function of compensating for any differences between the net asset value per Creation Unit and the market value of the Deposit Securities or Deposit Cash, as applicable. Computation of the Cash Component excludes any stamp duty or other similar fees and expenses payable upon transfer of beneficial ownership of the Deposit Securities, if applicable, which shall be the sole responsibility of the Authorized Participant (as defined below).
60
The Custodian, through NSCC, makes available on each Business Day, immediately prior to the opening of business on the Exchange (currently 9:30 a.m., Eastern time), the list of the names and the required number of shares of each Deposit Security or the required amount of Deposit Cash, as applicable, to be included in the current Fund Deposit (based on information at the end of the previous Business Day) for a Fund. Such Fund Deposit is subject to any applicable adjustments as described below, in order to effect purchases of Creation Units of a Fund until such time as the next-announced composition of the Deposit Securities or the required amount of Deposit Cash, as applicable, is made available.
The identity and number of shares of the Deposit Securities or the amount of Deposit Cash, as applicable, required for a Fund Deposit for each Fund changes as rebalancing adjustments and corporate action events are reflected from time to time by the Adviser with a view to the investment objective of the Fund. The composition of the Deposit Securities may also change in response to adjustments to the weighting or composition of the component securities of a Funds Index.
As noted above, the Trust reserves the right to permit or require the substitution of Deposit Cash to replace any Deposit Security, which shall be added to the Cash Component, including, without limitation, in situations where the Deposit Security: (i) may not be available in sufficient quantity for delivery; (ii) may not be eligible for transfer through the systems of DTC for corporate securities and municipal securities; (iii) may not be eligible for trading by an Authorized Participant (as defined below) or the investor for which it is acting; (iv) would be restricted under the securities laws or where the delivery of the Deposit Security to the Authorized Participant would result in the disposition of the Deposit Security by the Authorized Participant becoming restricted under the securities laws; or (v) in certain other situations (collectively, non-standard orders). The Trust also reserves the right to include or remove Deposit Securities from the basket in anticipation of index rebalancing changes. The adjustments described above will reflect changes, known to the Adviser on the date of announcement to be in effect by the time of delivery of the Fund Deposit, in the composition of the subject Index being tracked by the relevant Fund or resulting from certain corporate actions.
PROCEDURES FOR PURCHASE OF CREATION UNITS. To be eligible to place orders with the Principal Underwriter, as facilitated via the Transfer Agent, to purchase a Creation Unit of a Fund, an entity must be (i) a Participating Party, i.e., a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the NSCC (the Clearing Process), a clearing agency that is registered with the SEC; or (ii) a DTC Participant (see BOOK ENTRY ONLY SYSTEM). In addition, each Participating Party or DTC Participant (each, an Authorized Participant) must execute a Participant Agreement that has been agreed to by the Principal Underwriter and the Transfer Agent, and that has been accepted by the Trust, with respect to purchases and redemptions of Creation Units. Each Authorized Participant will agree, pursuant to the terms of a Participant Agreement, on behalf of itself or any investor on whose behalf it will act, to certain conditions, including that it will pay to the Trust, an amount of cash sufficient to pay the Cash Component together with the creation transaction fee (described below) and any other applicable fees, taxes and additional variable charge.
All orders to purchase Shares directly from a Fund, including non-standard orders, must be placed for one or more Creation Units and in the manner and by the time set forth in the Participant Agreement and/or applicable order form. The date on which an order to purchase Creation Units (or an order to redeem Creation Units, as set forth below) is received and accepted is referred to as the Order Placement Date.
An Authorized Participant may require an investor to make certain representations or enter into agreements with respect to the order, (e.g., to provide for payments of cash, when required). Investors should be aware that their particular broker may not have executed a Participant Agreement and that, therefore, orders to purchase Shares directly from a Fund in Creation Units have to be placed by the investors broker through an Authorized Participant that has executed a Participant Agreement. In such cases there may be additional charges to such investor. At any given time, there may be only a limited number of broker-dealers that have executed a Participant Agreement and only a small number of such Authorized Participants may have international capabilities.
On days when the Exchange closes earlier than normal, a Fund may require orders to create Creation Units to be placed earlier in the day. In addition, if a market or markets on which a Funds investments are primarily traded is closed, the Fund will also generally not accept orders on such day(s). Orders must be transmitted by an Authorized Participant by telephone or other transmission method acceptable to the Distributor pursuant to procedures set forth in the Participant Agreement and in accordance with the applicable order form. Those placing orders through an Authorized Participant should allow sufficient time to permit proper submission of the purchase order by the cut-off time on such Business Day. Economic or market disruptions or changes, or telephone or other communication failure may impede the ability to reach the Distributor or an Authorized Participant.
Fund Deposits must be delivered by an Authorized Participant through the Federal Reserve System (for cash) or through DTC (for corporate securities), through a subcustody agent for (for foreign securities) and/or through such other arrangements allowed by the Trust or its agents. With respect to foreign Deposit Securities, the Custodian shall cause the subcustodian of such Fund to maintain an account into which the Authorized Participant shall deliver, on behalf of itself or the party on whose behalf it is acting, such Deposit Securities. Foreign Deposit Securities must be delivered to an account maintained at the applicable local subcustodian. The Fund Deposit transfer must be ordered by the Authorized Participant in a timely fashion so as to ensure the delivery of the requisite number
61
of Deposit Securities or Deposit Cash, as applicable, to the account of a Fund or its agents by no later than the Settlement Date. The Settlement Date for a Fund is generally the third Business Day after the Order Placement Date. All questions as to the number of Deposit Securities or Deposit Cash to be delivered, as applicable, and the validity, form and eligibility (including time of receipt) for the deposit of any tendered securities or cash, as applicable, will be determined by the Trust, whose determination shall be final and binding. The amount of cash represented by the Cash Component must be transferred directly to the Custodian through the Federal Reserve Bank wire transfer system in a timely manner so as to be received by the Custodian no later than the Settlement Date. If the Cash Component and the Deposit Securities or Deposit Cash, as applicable, are not received in a timely manner by the Settlement Date, the creation order may be cancelled. Upon written notice to the Distributor, such canceled order may be resubmitted the following Business Day using a Fund Deposit as newly constituted to reflect the then current NAV of the Fund. The delivery of Creation Units so created generally will occur no later than the third Business Day following the day on which the purchase order is deemed received by the Distributor.
The order shall be deemed to be received on the Business Day on which the order is placed provided that the order is placed in proper form prior to the applicable cut-off time and the federal funds in the appropriate amount are deposited by 2:00 p.m. or 3:00 p.m. Eastern time (per applicable instructions), with the Custodian on the Settlement Date. If the order is not placed in proper form as required, or federal funds in the appropriate amount are not received by 2:00 p.m. or 3:00 p.m. Eastern time (per applicable instructions) on the Settlement Date, then the order may be deemed to be rejected and the Authorized Participant shall be liable to the Fund for losses, if any, resulting therefrom. A creation request is considered to be in proper form if all procedures set forth in the Participant Agreement, order form and this SAI are properly followed.
ISSUANCE OF A CREATION UNIT. Except as provided herein, Creation Units will not be issued until the transfer of good title to the Trust of the Deposit Securities or payment of Deposit Cash, as applicable, and the payment of the Cash Component have been completed. When the subcustodian has confirmed to the Custodian that the required Deposit Securities (or the cash value thereof) have been delivered to the account of the relevant subcustodian or subcustodians, the Principal Underwriter and the Adviser shall be notified of such delivery, and the Trust will issue and cause the delivery of the Creation Units.
In instances where the Trust accepts Deposit Securities for the purchase of a Creation Unit, the Creation Unit may be purchased in advance of receipt by the Trust of all or a portion of the applicable Deposit Securities as described below. In these circumstances, the initial deposit will have a value greater than the net asset value of the Shares on the date the order is placed in proper form since in addition to available Deposit Securities, cash must be deposited in an amount equal to the sum of (i) the Cash Component, plus (ii) an additional amount of cash equal to a percentage of the market value as set forth in the Participant Agreement, of the undelivered Deposit Securities (the Additional Cash Deposit), which shall be maintained in a general non-interest bearing collateral account. An additional amount of cash shall be required to be deposited with the Trust, pending delivery of the missing Deposit Securities to the extent necessary to maintain the Additional Cash Deposit with the Trust in an amount at least equal to the applicable percentage, as set forth in the Participant Agreement, of the daily marked to market value of the missing Deposit Securities. The Trust may use such Additional Cash Deposit to buy the missing Deposit Securities at any time. Authorized Participants will be liable to the Trust for all costs, expenses, dividends, income and taxes associated with missing Deposit Securities, including the costs incurred by the Trust in connection with any such purchases. These costs will be deemed to include the amount by which the actual purchase price of the Deposit Securities exceeds the market value of such Deposit Securities on the day the purchase order was deemed received by the Principal Underwriter plus the brokerage and related transaction costs associated with such purchases. The Trust will return any unused portion of the Additional Cash Deposit once all of the missing Deposit Securities have been properly received by the Custodian or purchased by the Trust and deposited into the Trust. In addition, a transaction fee as set forth below under Creation Transaction Fees will be charged in all cases and an additional variable charge may also be applied. The delivery of Creation Units so created generally will occur no later than the Settlement Date.
ACCEPTANCE OF ORDERS OF CREATION UNITS. The Trust reserves the absolute right to reject an order for Creation Units transmitted in respect of a Fund at its discretion, including, without limitation, if (a) the order is not in proper form; (b) the Deposit Securities or Deposit Cash, as applicable, delivered by the Participant are not as disseminated through the facilities of the NSCC for that date by the Custodian; (c) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of the Fund; (d) acceptance of the Deposit Securities would have certain adverse tax consequences to the Fund; (e) the acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; (f) the acceptance of the Fund Deposit would otherwise, in the discretion of the Trust or the Adviser, have an adverse effect on the Trust or the rights of beneficial owners; (g) the acceptance or receipt of the order for a Creation Unit would, in the opinion of counsel to the Trust, be unlawful; or (h) in the event that circumstances outside the control of the Trust, the Custodian, the Transfer Agent and/or the Adviser make it for all practical purposes not feasible to process orders for Creation Units. Examples of such circumstances include acts of God or public service or utility problems such as fires, floods, extreme weather conditions and power outages resulting in telephone, telecopy and computer failures; market conditions or activities causing trading halts; systems failures involving computer or other information systems affecting the Trust, the Principal Underwriter, the Custodian, the Transfer Agent, DTC, NSCC, Federal Reserve System, or any other participant in the creation process, and other extraordinary events. The Trust or its agents shall communicate to the Authorized Participant its rejection of an order. The Trust, the Transfer Agent, the Custodian and the Principal Underwriter are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits nor shall either of them incur any liability for the failure to give any such notification. The Trust, the Transfer Agent, the Custodian and the Principal Underwriter shall not be liable for the rejection of any purchase order for Creation Units.
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All questions as to the number of shares of each security in the Deposit Securities and the validity, form, eligibility and acceptance for deposit of any securities to be delivered shall be determined by the Trust, and the Trusts determination shall be final and binding.
REDEMPTION. Shares may be redeemed only in Creation Units at their net asset value next determined after receipt of a redemption request in proper form by a Fund through the Transfer Agent and only on a Business Day. EXCEPT UPON LIQUIDATION OF A FUND, THE TRUST WILL NOT REDEEM SHARES IN AMOUNTS LESS THAN CREATION UNITS. Investors must accumulate enough Shares in the secondary market to constitute a Creation Unit in order to have such Shares redeemed by the Trust. There can be no assurance, however, that there will be sufficient liquidity in the public trading market at any time to permit assembly of a Creation Unit. Investors should expect to incur brokerage and other costs in connection with assembling a sufficient number of Shares to constitute a redeemable Creation Unit.
With respect to each Fund, the Custodian, through the NSCC, makes available immediately prior to the opening of business on the Exchange (currently 9:30 a.m. Eastern time) on each Business Day, the list of the names and share quantities of each Funds portfolio securities that will be applicable (subject to possible amendment or correction) to redemption requests received in proper form (as defined below) on that day (Fund Securities). Fund Securities received on redemption may not be identical to Deposit Securities.
Redemption proceeds for a Creation Unit are paid either in-kind or in cash, or a combination thereof, as determined by the Trust. With respect to in-kind redemptions of a Fund, redemption proceeds for a Creation Unit will consist of Fund Securitiesas announced by the Custodian on the Business Day of the request for redemption received in proper form plus cash in an amount equal to the difference between the net asset value of the Shares being redeemed, as next determined after a receipt of a request in proper form, and the value of the Fund Securities (the Cash Redemption Amount), less a fixed redemption transaction fee and any applicable additional variable charge as set forth below. In the event that the Fund Securities have a value greater than the net asset value of the Shares, a compensating cash payment equal to the differential is required to be made by or through an Authorized Participant by the redeeming shareholder. Notwithstanding the foregoing, at the Trusts discretion, an Authorized Participant may receive the corresponding cash value of the securities in lieu of the in-kind securities value representing one or more Fund Securities.
PROCEDURES FOR REDEMPTION OF CREATION UNITS. After the Trust has deemed an order for redemption received, the Trust will initiate procedures to transfer the requisite Fund Securities and the Cash Redemption Amount to the Authorized Participant by the Settlement Date. With respect to in-kind redemptions of a Fund, the calculation of the value of the Fund Securities and the Cash Redemption Amount to be delivered upon redemption will be made by the Custodian according to the procedures set forth under Determination of Net Asset Value, computed on the Business Day on which a redemption order is deemed received by the Trust. Therefore, if a redemption order in proper form is submitted to the Principal Underwriter by a DTC Participant by the specified time on the Order Placement Date, and the requisite number of Shares of the Fund are delivered to the Custodian prior to 2:00 p.m. or 3:00 p.m. Eastern time (per applicable instructions) on the Settlement Date, then the value of the Fund Securities and the Cash Redemption Amount to be delivered will be determined by the Custodian on such Order Placement Date. If the requisite number of Shares of the Fund are not delivered by 2:00 p.m. or 3:00 p.m. Eastern time (per applicable instructions) on the Settlement Date, the Fund will not release the underlying securities for delivery unless collateral is posted in such percentage amount of missing Shares as set forth in the Participant Agreement (marked to market daily).
With respect to in kind redemptions of a Fund, in connection with taking delivery of shares of Fund Securities upon redemption of Creation Units, an Authorized Participant must maintain appropriate custody arrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction in which any of the Fund Securities are customarily traded (or such other arrangements as allowed by the Trust or its agents), to which account such Fund Securities will be delivered. Deliveries of redemption proceeds generally will be made within three Business Days of the trade date. Due to the schedule of holidays in certain countries, however, the delivery of in-kind redemption proceeds may take longer than three business days after the day on which the redemption request is received in proper form. The section below entitled Local Market Holiday Schedules identifies the instances where more than seven days would be needed to deliver redemption proceeds. Pursuant to an order of the SEC, in respect of the Fund, the Trust will make delivery of in-kind redemption proceeds within the number of days stated in the Local Market Holidays section to be the maximum number of days necessary to deliver redemption proceeds. If the Authorized Participant has not made appropriate arrangements to take delivery of the Fund Securities in the applicable foreign jurisdiction and it is not possible to make other such arrangements, or if it is not possible to effect deliveries of the Fund Securities in such jurisdiction, the Trust may, in its discretion, exercise its option to redeem such Shares in cash, and the Authorized Participant will be required to receive its redemption proceeds in cash.
If it is not possible to make other such arrangements, or if it is not possible to effect deliveries of the Fund Securities, the Trust may in its discretion exercise its option to redeem such Shares in cash, and the redeeming investor will be required to receive its redemption proceeds in cash. In addition, an investor may request a redemption in cash that the Fund may, in its sole discretion, permit. In either case, the investor will receive a cash payment equal to the NAV of its Shares based on the NAV of Shares of the relevant Fund next determined after the redemption request is received in proper form (minus a redemption transaction fee and additional charge for
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requested cash redemptions specified above, to offset the Trusts brokerage and other transaction costs associated with the disposition of Fund Securities). A Fund may also, in its sole discretion, upon request of a shareholder, provide such redeemer a portfolio of securities that differs from the exact composition of the Fund Securities but does not differ in net asset value.
An Authorized Participant submitting a redemption request is deemed to represent to the Trust that it (or its client) (i) owns outright or has full legal authority and legal beneficial right to tender for redemption the requisite number of Shares to be redeemed and can receive the entire proceeds of the redemption, and (ii) the Shares to be redeemed have not been loaned or pledged to another party nor are they the subject of a repurchase agreement, securities lending agreement or such other arrangement which would preclude the delivery of such Shares to the Trust. The Trust reserves the right to verify these representations at its discretion, but will typically require verification with respect to a redemption request from a Fund in connection with higher levels of redemption activity and/or short interest in the Fund. If the Authorized Participant, upon receipt of a verification request, does not provide sufficient verification of its representations as determined by the Trust, the redemption request will not be considered to have been received in proper form and may be rejected by the Trust.
Redemptions of Shares for Fund Securities will be subject to compliance with applicable federal and state securities laws and each Fund (whether or not it otherwise permits cash redemptions) reserves the right to redeem Creation Units for cash to the extent that the Trust could not lawfully deliver specific Fund Securities upon redemptions or could not do so without first registering the Fund Securities under such laws. An Authorized Participant or an investor for which it is acting subject to a legal restriction with respect to a particular security included in the Fund Securities applicable to the redemption of Creation Units may be paid an equivalent amount of cash. The Authorized Participant may request the redeeming investor of the Shares to complete an order form or to enter into agreements with respect to such matters as compensating cash payment. Further, an Authorized Participant that is not a qualified institutional buyer, (QIB) as such term is defined under Rule 144A of the Securities Act, will not be able to receive Fund Securities that are restricted securities eligible for resale under Rule 144A. An Authorized Participant may be required by the Trust to provide a written confirmation with respect to QIB status in order to receive Fund Securities.
The right of redemption may be suspended or the date of payment postponed with respect to a Fund (1) for any period during which the Exchange is closed (other than customary weekend and holiday closings); (2) for any period during which trading on the Exchange is suspended or restricted; (3) for any period during which an emergency exists as a result of which disposal of the Shares of the Fund or determination of the NAV of the Shares is not reasonably practicable; or (4) in such other circumstance as is permitted by the SEC.
REQUIRED EARLY ACCEPTANCE OF ORDERS FOR CERTAIN INTERNATIONAL FUNDS. Notwithstanding the foregoing, as described in the Participant Agreement and/or applicable order form, certain Funds may require orders to be placed up to one or more Business Days prior to the trade date, as described in the Participant Agreement or the applicable order form, in order to receive the trade dates net asset value. Orders to purchase Shares of such Funds that are submitted on the Business Day immediately preceding a holiday or a day (other than a weekend) that the equity markets in the relevant foreign market are closed may not be accepted. Authorized Participants may be notified that the cut-off time for an order may be earlier on a particular Business Day, as described in the Participant Agreement and the applicable order form.
CREATION AND REDEMPTION TRANSACTION FEES. A transaction fee, as set forth in the table below, is imposed for the transfer and other transaction costs associated with the purchase or redemption of Creation Units, as applicable. Authorized Participants will be required to pay a fixed creation transaction fee and/or a fixed redemption transaction fee, as applicable, on a given day regardless of the number of Creation Units created or redeemed on that day. A Fund may adjust the transaction fee from time to time. An additional charge or a variable charge (discussed below) will be applied to certain creation and redemption transactions, including non-standard orders and whole or partial cash purchases or redemptions. With respect to creation orders, Authorized Participants are responsible for the costs of transferring the securities constituting the Deposit Securities to the account of the Trust and with respect to redemption orders, Authorized Participants are responsible for the costs of transferring the Fund Securities from the Trust to their account or on their order. Investors who use the services of a broker or other such intermediary may also be charged a fee for such services.
Creation and Redemption Transaction Fees:
FUND |
TRANSACTION
FEE*,** |
MAXIMUM
TRANSACTION FEE*,** |
||||||
SPDR STOXX Europe 50 ETF |
$ | 1,500 | $ | 6,000 | ||||
SPDR EURO STOXX 50 ETF |
$ | 1,500 | $ | 6,000 | ||||
SPDR EURO STOXX Small Cap ETF |
$ | 1,500 | $ | 6,000 | ||||
SPDR S&P Emerging Asia Pacific ETF |
$ | 8,000 | $ | 32,000 | ||||
SPDR S&P Small Cap Emerging Asia Pacific ETF |
$ | 4,000 | $ | 16,000 | ||||
SPDR S&P Russia ETF |
$ | 500 | $ | 2,000 | ||||
SPDR S&P China ETF |
$ | 1,300 | $ | 5,200 |
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FUND |
TRANSACTION
FEE*,** |
MAXIMUM
TRANSACTION FEE*,** |
||||||
SPDR S&P Emerging Markets ETF |
$ | 9,000 | $ | 36,000 | ||||
SPDR S&P Emerging Markets Dividend ETF |
$ | 2,000 | $ | 8,000 | ||||
SPDR S&P BRIC 40 ETF |
$ | 500 | $ | 2,000 | ||||
SPDR S&P Emerging Europe ETF |
$ | 3,000 | $ | 12,000 | ||||
SPDR S&P Emerging Latin America ETF |
$ | 500 | $ | 2,000 | ||||
SPDR S&P Emerging Middle East & Africa ETF |
$ | 1,500 | $ | 6,000 | ||||
SPDR S&P World ex-US ETF |
$ | 8,000 | $ | 32,000 | ||||
SPDR S&P International Small Cap ETF |
$ | 5,500 | $ | 22,000 | ||||
SPDR Dow Jones International Real Estate ETF |
$ | 3,000 | $ | 12,000 | ||||
SPDR S&P Global Infrastructure ETF |
$ | 2,000 | $ | 8,000 | ||||
SPDR S&P Global Natural Resources ETF |
$ | 1,500 | $ | 6,000 | ||||
SPDR MSCI ACWI ex-US ETF |
$ | 12,000 | $ | 48,000 | ||||
SPDR MSCI ACWI IMI ETF |
$ | 6,000 | $ | 24,000 | ||||
SPDR MSCI ACWI Low Carbon Target ETF |
$ | 5,250 | $ | 15,750 | ||||
SPDR MSCI EM 50 ETF |
$ | 500 | $ | 2,000 | ||||
SPDR MSCI EM Beyond BRIC ETF |
$ | 2,000 | $ | 6,000 | ||||
SPDR MSCI EAFE Quality Mix ETF |
$ | 3,000 | $ | 12,000 | ||||
SPDR MSCI Emerging Markets Quality Mix ETF |
$ | 5,000 | $ | 20,000 | ||||
SPDR MSCI World Quality Mix ETF |
$ | 7,500 | $ | 30,000 | ||||
SPDR MSCI Australia Quality Mix ETF |
$ | 1,750 | $ | 7,000 | ||||
SPDR MSCI Canada Quality Mix ETF |
$ | 1,250 | $ | 5,000 | ||||
SPDR MSCI Germany Quality Mix ETF |
$ | 1,250 | $ | 5,000 | ||||
SPDR MSCI Japan Quality Mix ETF |
$ | 3,500 | $ | 14,000 | ||||
SPDR MSCI Mexico Quality Mix ETF |
$ | 500 | $ | 1,500 | ||||
SPDR MSCI South Korea Quality Mix ETF |
$ | 50 | $ | 150 | ||||
SPDR MSCI Spain Quality Mix ETF |
$ | 750 | $ | 3,000 | ||||
SPDR MSCI Taiwan Quality Mix ETF |
$ | 50 | $ | 150 | ||||
SPDR MSCI United Kingdom Quality Mix ETF |
$ | 1,750 | $ | 7,000 | ||||
SPDR Russell/Nomura PRIME Japan ETF |
$ | 5,000 | $ | 20,000 | ||||
SPDR Russell/Nomura Small Cap Japan ETF |
$ | 5,000 | $ | 20,000 | ||||
SPDR S&P Global Dividend ETF |
$ | 1,000 | $ | 4,000 | ||||
SPDR S&P International Dividend ETF |
$ | 2,000 | $ | 8,000 | ||||
SPDR S&P International Mid Cap ETF |
$ | 4,000 | $ | 16,000 | ||||
SPDR S&P Emerging Markets Small Cap ETF |
$ | 5,000 | $ | 20,000 | ||||
SPDR Dow Jones Global Real Estate ETF |
$ | 3,000 | $ | 12,000 | ||||
SPDR S&P International Consumer Discretionary Sector ETF |
$ | 1,500 | $ | 6,000 | ||||
SPDR S&P International Consumer Staples Sector ETF |
$ | 1,000 | $ | 4,000 | ||||
SPDR S&P International Energy Sector ETF |
$ | 600 | $ | 2,400 | ||||
SPDR S&P International Financial Sector ETF |
$ | 2,000 | $ | 8,000 | ||||
SPDR S&P International Health Care Sector ETF |
$ | 600 | $ | 2,400 | ||||
SPDR S&P International Industrial Sector ETF |
$ | 2,000 | $ | 8,000 | ||||
SPDR S&P International Materials Sector ETF |
$ | 1,500 | $ | 6,000 | ||||
SPDR S&P International Technology Sector ETF |
$ | 1,300 | $ | 5,200 | ||||
SPDR S&P International Telecommunications Sector ETF |
$ | 800 | $ | 3,200 | ||||
SPDR S&P International Utilities Sector ETF |
$ | 1,000 | $ | 4,000 |
* | From time to time, a Fund may waive all or a portion of its applicable transaction fee(s). An additional charge of up to three (3) times the standard transaction fee may be charged to the extent a transaction is outside of the clearing process. |
** | In addition to the transaction fees listed above, the Funds may charge an additional variable fee for creations and redemptions in cash to offset brokerage and impact expenses associated with the cash transaction. The variable transaction fee will be calculated based on historical transaction cost data and the Advisers view of current market conditions; however, the actual variable fee charged for a given transaction may be lower or higher than the trading expenses incurred by a Fund with respect to that transaction. |
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DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in conjunction with the sections in the Prospectus entitled PURCHASE AND SALE INFORMATION and ADDITIONAL PURCHASE AND SALE INFORMATION.
Net asset value per Share for each Fund is computed by dividing the value of the net assets of the Fund (i.e., the value of its total assets less total liabilities) by the total number of Shares outstanding. Expenses and fees, including the management fees, are accrued daily and taken into account for purposes of determining net asset value. The net asset value of a Fund is calculated by the Custodian and determined as of the close of the regular trading session on the NYSE (ordinarily 4:00 p.m. Eastern time) on each day that such exchange is open. Fixed-income assets are generally valued as of the announced closing time for trading in fixed-income instruments in a particular market or exchange. Creation/redemption order cut-off times may be earlier on any day that the Securities Industry and Financial Markets Association (or applicable exchange or market on which a Funds investments are traded) announces an early closing time. Any assets or liabilities denominated in currencies other than the U.S. dollar are converted into U.S. dollars at market rates on the date of valuation (generally as of 4:00 p.m. London time) as quoted by one or more sources.
In calculating a Funds net asset value per Share, the Funds investments are generally valued using market valuations. A market valuation generally means a valuation (i) obtained from an exchange, a pricing service, or a major market maker (or dealer), (ii) based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service, or a major market maker (or dealer) or (iii) based on amortized cost. In the case of shares of other funds that are not traded on an exchange, a market valuation means such funds published net asset value per share. The Adviser may use various pricing services, or discontinue the use of any pricing service, as approved by the Board from time to time. A price obtained from a pricing service based on such pricing services valuation matrix may be considered a market valuation.
In the event that current market valuations are not readily available or such valuations do not reflect current market value, the Trusts procedures require the Pricing and Investment Committee to determine a securitys fair value if a market price is not readily available. In determining such value the Pricing and Investment Committee may consider, among other things, (i) price comparisons among multiple sources, (ii) a review of corporate actions and news events, and (iii) a review of relevant financial indicators (e.g., movement in interest rates, market indices, and prices from each Funds Index Provider). In these cases, the Funds 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 realized upon the sale of the security. In addition, fair value pricing could result in a difference between the prices used to calculate a Funds net asset value and the prices used by the Funds benchmark Index. This may result in a difference between the Funds performance and the performance of the applicable Funds benchmark Index. With respect to securities that are primarily listed on foreign exchanges, the value of a Funds portfolio securities may change on days when you will not be able to purchase or sell your Shares.
The following information supplements and should be read in conjunction with the section in the Prospectus entitled DISTRIBUTIONS.
GENERAL POLICIES
Dividends from net investment income, if any, are generally declared and paid periodically, as described in the Prospectus, but may vary significantly from period to period. Distributions of net realized securities gains, if any, generally are declared and paid once a year, but the Trust may make distributions on a more frequent basis for a Fund to improve index tracking or to comply with the distribution requirements of the Internal Revenue Code, in all events in a manner consistent with the provisions of the 1940 Act.
Dividends and other distributions on Shares are distributed, as described below, on a pro rata basis to Beneficial Owners of such Shares. Dividend payments are made through DTC Participants and Indirect Participants to Beneficial Owners then of record with proceeds received from the Trust.
Management of the Trust reserves the right to declare special dividends if, in its reasonable discretion, such action is necessary or advisable to preserve a Funds eligibility for treatment as a regulated investment company (RIC) under the Internal Revenue Code or to avoid imposition of income or excise taxes at the Fund level.
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DIVIDEND REINVESTMENT
Broker dealers, at their own discretion, may offer a dividend reinvestment service under which Shares 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.
The following is a summary of certain federal income tax considerations generally affecting the Funds and their shareholders that supplements the discussion in the Prospectus. No attempt is made to present a comprehensive explanation of the federal, state, local or foreign tax treatment of the Funds or their shareholders, and the discussion here and in the Prospectus is not intended to be a substitute for careful tax planning.
The following general discussion of certain federal income tax consequences is based on the Internal Revenue Code and the regulations issued thereunder as in effect on the date of this Statement of Additional Information. New legislation, as well as administrative changes or court decisions, may significantly change the conclusions expressed herein, and may have a retroactive effect with respect to the transactions contemplated herein.
The following information should be read in conjunction with the section in the Prospectus entitled ADDITIONAL TAX INFORMATION.
TAXATION OF THE FUNDS. Each Fund is treated as a separate corporation for federal income tax purposes. A Fund therefore is considered to be a separate entity in determining its treatment under the rules for RICs described herein and in the Prospectus. Losses in one Fund do not offset gains in any other Fund and the requirements (other than certain organizational requirements) for qualifying RIC status are determined at the Fund level rather than at the Trust level. Each Fund has elected or will elect and intends to qualify each year to be treated as a separate RIC under Subchapter M of the Internal Revenue Code. As such, each Fund should not be subject to federal income tax on its net investment income and capital gains, if any, to the extent that it timely distributes such income and capital gains to its shareholders. In order to qualify for treatment as a RIC, a Fund must distribute annually to its shareholders at least the sum of 90% of its taxable net investment income (generally including the excess of net short-term capital gains over net long-term capital losses) and 90% of its net tax exempt interest income, if any (the Distribution Requirement) and also must meet several additional requirements. Among these requirements are the following: (i) at least 90% of a Funds gross income each taxable year must be derived from dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income derived with respect to its business of investing in such stock, securities or currencies, and net income derived from interests in qualified publicly traded partnerships (the Qualifying Income Requirement); and (ii) at the end of each quarter of the Funds taxable year, its assets must be diversified so that (a) at least 50% of the market value of its total assets must be represented by cash and cash items, U.S. government securities, securities of other RICs and other securities, with such other securities limited, in respect to any one issuer, to an amount not greater in value than 5% of the value of the Funds total assets and to not more than 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of its total assets is invested in the securities (other than U.S. government securities or securities of other RICs) of any one issuer, the securities (other than securities of other RICs) of two or more issuers that it controls and that are engaged in the same, similar, or related trades or businesses, or the securities of one or more qualified publicly traded partnerships (the Diversification Requirement).
Income derived from direct and indirect investments in commodities is not qualifying income for purposes of the Qualifying Income Requirement. Thus, income from certain commodities-related investments may cause a Fund not to qualify as a regulated investment company. As noted above, each Fund may invest up to 25% of its total assets in qualified publicly traded partnerships (QPTPs) without failing to meet the Diversification Requirement. Certain QPTPs invest in commodities-related instruments. Income from QPTPs is generally qualifying income. A QPTP is an entity that is treated as a partnership for federal income tax purposes, subject to certain requirements. If an entity that would otherwise be treated as a QPTP fails to qualify as a QPTP, the income generated from a Funds investment in the entity may not be qualifying income. There is little regulatory guidance concerning the application of the rules governing qualification as a QPTP, and it is possible that future guidance may adversely affect the qualification of entities as QPTPs. If a Fund fails to qualify as a regulated investment company, the Fund will be subject to tax, which will reduce returns to the Funds shareholders. Such a failure will also alter the treatment of distributions to the Funds shareholders.
If a Fund fails to satisfy the Qualifying Income Requirement or the Diversification Requirement in any taxable year, such Fund may be eligible for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy the applicable requirements. Additionally, relief is provided for certain de minimis failures of the Diversification Requirement where the Fund corrects the failure within a specified period of time. In order to be eligible for the relief provisions with respect to a failure to meet the Diversification Requirement, a Fund may be required to dispose of certain assets. If these relief provisions were not available to a Fund and it were to fail to qualify for treatment as a RIC for a taxable year, all of its
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taxable income would be subject to tax at regular corporate rates without any deduction for distributions to shareholders, and its distributions (including capital gains distributions) generally would be taxable as ordinary income dividends to its shareholders, subject to the dividends-received deduction for corporate shareholders and the lower tax rates on qualified dividend income received by noncorporate shareholders. To requalify for treatment as a RIC in a subsequent taxable year, the Fund would be required to satisfy the RIC qualification requirements for that year and to distribute any earnings and profits from any year in which the Fund failed to qualify for tax treatment as a RIC. If a Fund failed to qualify as a RIC for a period greater than two taxable years, it would generally be required to pay a Fund-level tax on certain net built-in gains recognized with respect to certain of its assets upon a disposition of such assets within ten years of qualifying as a RIC in a subsequent year. The Board reserves the right not to maintain the qualification of a Fund for treatment as a RIC if it determines such course of action to be beneficial to shareholders.
Each Fund intends to distribute substantially all of its net investment income and its capital gains for each taxable year. If a Fund meets the Distribution Requirement but retains some or all of its income or gains, it will be subject to federal income tax to the extent any such income or gains are not distributed. A Fund may designate certain amounts retained as undistributed net capital gain in a notice to its shareholders, who (i) will be required to include in income for U.S. federal income tax purposes, as long-term capital gain, their proportionate shares of the undistributed amount so designated, (ii) will be entitled to credit their proportionate shares of the income tax paid by the Fund on that undistributed amount against their federal income tax liabilities and to claim refunds to the extent such credits exceed their liabilities and (iii) will be entitled to increase their tax basis, for federal income tax purposes, in their Shares in the Fund by an amount equal to the excess of the amount of undistributed net capital gain included in their respective income over their respective income tax credits. If a Fund failed to satisfy the Distribution Requirement for any taxable year, it would be taxed as a regular corporation, with consequences generally similar to those described in the preceding paragraph.
A Fund will be subject to a 4% excise tax on certain undistributed income if it does not distribute to its shareholders in each calendar year an amount at least equal to 98% of its ordinary income for the calendar year plus 98.2% of its capital gain net income for the twelve months ended October 31 of such year, subject to an increase for any shortfall in the prior years distribution. Each Fund intends to declare and distribute dividends and distributions in the amounts and at the times necessary to avoid the application of this 4% excise tax.
A Fund may elect to treat part or all of any qualified late year loss as if it had been incurred in the succeeding taxable year in determining the Funds taxable income, net capital gain, net short-term capital gain, and earnings and profits. The effect of this election is to treat any such qualified late year loss as if it had been incurred in the succeeding taxable year in characterizing Fund distributions for any calendar year. A qualified late year loss generally includes net capital loss, net long-term capital loss, or net short-term capital loss incurred after October 31 of the current taxable year (commonly referred to as post-October losses) and certain other late-year losses.
Capital losses in excess of capital gains (net capital losses) are not permitted to be deducted against a RICs net investment income. Instead, for U.S. federal income tax purposes, potentially subject to certain limitations, a Fund may carry net capital losses from any taxable year forward to offset its capital gains in future years. A Fund is permitted to carry forward indefinitely a net capital loss from any taxable year that began after December 22, 2010. A Fund is permitted to carry forward a net capital loss from any taxable year that began on or before December 22, 2010 to offset its capital gains, if any, for up to eight years following the year of the loss. A Funds carryforwards of losses from taxable years that began after December 22, 2010 must be fully utilized before the Fund may utilize carryforwards of losses from taxable years that began on or before December 22, 2010. To the extent subsequent capital gains are offset by such losses, they will not result in U.S. federal income tax liability to the Fund and may not be distributed as capital gains to its shareholders. Generally, the Funds may not carry forward any losses other than net capital losses.
TAXATION OF SHAREHOLDERSDISTRIBUTIONS. Each Fund intends to distribute annually to its shareholders substantially all of its investment company taxable income (computed without regard to the deduction for dividends paid), its net tax-exempt income, if any, and any net capital gain (net recognized long-term capital gains in excess of net recognized short-term capital losses, taking into account any capital loss carryforwards). Each Fund will report to shareholders annually the amounts of dividends paid from ordinary income, the amount of distributions of net capital gain, the portion of dividends which may qualify for the dividends-received deduction, and the portion of dividends which may qualify for treatment as qualified dividend income.
Subject to certain limitations, dividends reported by a Fund as qualified dividend income will be taxable to noncorporate shareholders at rates of up to 20%. Dividends may be reported by a Fund as qualified dividend income if they are attributable to qualified dividend income received by the Fund. Qualified dividend income includes, in general, subject to certain holding period requirements and other requirements, dividend income from certain U.S. and foreign corporations. Subject to certain limitations, eligible foreign corporations include those incorporated in possessions of the United States, those incorporated in certain countries with comprehensive tax treaties with the United States and other foreign corporations if the stock with respect to which the dividends are paid is tradable on an established securities market in the United States. A dividend generally will not be treated as qualified dividend income to the extent that (i) the shareholder has not held the stock on which the dividend was paid for more than 60 days during the 121-day period that begins on the date that is 60 days before the date on which the stock becomes ex-dividend with respect to such dividend or, in the case of certain preferred stock, for more than 90 days during the 181-day period beginning 90 days before such date, (ii) the shareholder is
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under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to substantially similar or related property, or (iii) the shareholder elects to treat such dividend as investment income under section 163(d)(4)(B) of the Internal Revenue Code. The holding period requirements described in this paragraph apply to shareholders investments in the Funds and to the Funds investments in underlying dividend-paying stock. Dividends received by a Fund from a REIT or another RIC may be treated as qualified dividend income generally only to the extent the dividend distributions are attributable to qualified dividend income received by such REIT or RIC. It is expected that dividends received by a Fund from a REIT and distributed by that Fund to a shareholder generally will be taxable to the shareholder as ordinary income. If 95% or more of a Funds gross income (calculated without taking into account net capital gain derived from sales or other dispositions of stock or securities) consists of qualified dividend income, that Fund may report all distributions of such income as qualified dividend income.
Certain dividends received by a Fund from U.S. corporations (generally, dividends received by a Fund in respect of any share of stock (1) with a tax holding period of at least 46 days during the 91-day period beginning on the date that is 45 days before the date on which the stock becomes ex-dividend as to that dividend and (2) that is held in an unleveraged position) when distributed and appropriately so reported by the Fund may be eligible for the 70% dividends-received deduction generally available to corporations under the Internal Revenue Code. In order to qualify for the deduction, corporate shareholders must meet the minimum holding period requirement stated above with respect to their Fund Shares, taking into account any holding period reductions from certain hedging or other transactions or positions that diminish their risk of loss with respect to their Fund Shares, and, if they borrow to acquire or otherwise incur debt attributable to Fund Shares, they may be denied a portion of the dividends-received deduction with respect to those Shares. The entire dividend, including the otherwise deductible amount, will be included in determining the excess, if any, of a corporations adjusted current earnings over its alternative minimum taxable income, which may increase a corporations alternative minimum tax liability. Any corporate shareholder should consult its tax adviser regarding the possibility that its tax basis in its Fund Shares may be reduced, for U.S. federal income tax purposes, by reason of extraordinary dividends received with respect to the Fund Shares and, to the extent such basis would be reduced below zero, current recognition of income may be required.
Distributions from a Funds net short-term capital gains will generally be taxable to shareholders as ordinary income. Distributions from a Funds net capital gain will be taxable to shareholders at long-term capital gains rates, regardless of how long shareholders have held their Shares in the Fund. Long-term capital gains are generally taxed to noncorporate shareholders at rates of up to 20%.
Although dividends generally will be treated as distributed when paid, any dividend declared by a Fund in October, November or December and payable to shareholders of record in such a month that is paid during the following January will be treated for U.S. federal income tax purposes as received by shareholders on December 31 of the calendar year in which it was declared.
If a Funds distributions exceed its earnings and profits, all or a portion of the distributions made in the taxable year may be treated as a return of capital to shareholders. A return of capital distribution generally will not be taxable but will reduce the shareholders cost basis and result in a higher capital gain or lower capital loss when the Shares on which the distribution was received are sold. After a shareholders basis in the Shares has been reduced to zero, distributions in excess of earnings and profits will be treated as gain from the sale of the shareholders Shares.
Distributions that are reinvested in additional Shares of a Fund through the means of a dividend reinvestment service, if offered by your broker-dealer, will nevertheless be taxable dividends to the same extent as if such dividends had been received in cash.
A 3.8% Medicare contribution tax generally applies to all or a portion of the net investment income of a shareholder who is an individual and not a nonresident alien for federal income tax purposes and who has adjusted gross income (subject to certain adjustments) that exceeds a threshold amount ($250,000 if married filing jointly or if considered a surviving spouse for federal income tax purposes, $125,000 if married filing separately, and $200,000 in other cases). This 3.8% tax also applies to all or a portion of the undistributed net investment income of certain shareholders that are estates and trusts. For these purposes, dividends, interest and certain capital gains (among other categories of income) are generally taken into account in computing a shareholders net investment income.
Distributions of ordinary income and capital gains may also be subject to foreign, state and local taxes depending on a shareholders circumstances.
TAXATION OF SHAREHOLDERS SALE OF SHARES. In general, a sale of Shares results in capital gain or loss, and for individual shareholders, is taxable at a federal rate dependent upon the length of time the Shares were held. A sale of Fund Shares held for a period of one year or less at the time of such sale will, for tax purposes, generally result in short-term capital gains or losses, and a sale of those held for more than one year will generally result in long-term capital gains or losses. Long-term capital gains are generally taxed to noncorporate shareholders at rates of up to 20%.
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Gain or loss on the sale of Shares in a Fund is measured by the difference between the amount received and the adjusted tax basis of the Shares. Shareholders should keep records of investments made (including Shares acquired through reinvestment of dividends and distributions) so they can compute the tax basis of their Shares.
A loss realized on a sale of Shares of a Fund may be disallowed if substantially identical Shares are acquired (whether through the reinvestment of dividends or otherwise) within a sixty-one (61) day period beginning thirty (30) days before and ending thirty (30) days after the date that the Shares are disposed of. In such a case, the basis of the Shares acquired must be adjusted to reflect the disallowed loss. Any loss upon the sale of Shares held for six (6) months or less is treated as long-term capital loss to the extent of any amounts treated as distributions to the shareholder of long-term capital gain (including any amounts credited to the shareholder as undistributed capital gains).
COST BASIS REPORTING. The cost basis of Shares acquired by purchase will generally be based on the amount paid for the Shares and then may be subsequently adjusted for other applicable transactions as required by the Code. The difference between the selling price and the cost basis of Shares generally determines the amount of the capital gain or loss realized on the sale or exchange of Shares. Contact the broker through whom you purchased your Shares to obtain information with respect to the available cost basis reporting methods and elections for your account.
TAXATION OF FUND INVESTMENTS. Dividends and interest received by a Fund on foreign securities may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. If a Fund meets certain requirements, which include a requirement that more than 50% of the value of the Funds total assets at the close of its respective taxable year consists of certain foreign stocks or securities, then the Fund should be eligible to file an election with the Internal Revenue Service (the IRS) that may enable its shareholders, in effect, to receive either the benefit of a foreign tax credit, or a tax deduction, with respect to certain foreign and U.S. possessions income taxes paid by the Fund, subject to certain limitations. Pursuant to this election, the Fund would treat those taxes as dividends paid to its shareholders. Each such shareholder would be required to include a proportionate share of those taxes in gross income as income received from a foreign source and must treat the amount so included as if the shareholder had paid the foreign tax directly. The shareholder may then either deduct the taxes deemed paid by him or her in computing his or her taxable income or, alternatively, use the foregoing information in calculating any foreign tax credit the shareholder may be entitled to use against such shareholders federal income tax. If a Fund makes this election, the Fund will report annually to its shareholders the respective amounts per share of the Funds income from sources within, and taxes paid to, foreign countries and U.S. possessions. No deduction for such taxes will be permitted to individuals in computing their alternative minimum tax liability. If a Fund does not make this election, the Fund will be entitled to claim a deduction for certain foreign taxes incurred by the Fund.
Certain of the Funds investments may be subject to complex provisions of the Internal Revenue Code (including provisions relating to hedging transactions, straddles, integrated transactions, foreign currency contracts, forward foreign currency contracts, and notional principal contracts) that, among other things, may affect the character of gains and losses realized by the Funds ( e.g. , may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Fund and defer losses. These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also may require a Fund to mark-to-market certain types of positions in its portfolio (i.e., treat them as if they were closed out) which may cause the Fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the RIC distribution requirements for avoiding income and excise taxes. The Funds intend to monitor their transactions, intend to make appropriate tax elections, and intend to make appropriate entries in their books and records in order to mitigate the effect of these rules and preserve the Funds qualification for treatment as RICs.
If a Fund acquires any equity interest (under Treasury regulations that may be promulgated in the future, generally including not only stock but also an option to acquire stock such as is inherent in a convertible bond) in certain foreign corporations (i) that receive at least 75% of their annual gross income from passive sources (such as interest, dividends, certain rents and royalties, or capital gains) or (ii) where at least 50% of the corporations assets (computed based on average fair market value) either produce or are held for the production of passive income (passive foreign investment companies or PFICs), the Fund could be subject to U.S. federal income tax and nondeductible interest charges on excess distributions received from such companies or on gain from the sale of stock in such companies, even if all income or gain actually received by the Fund is timely distributed to its shareholders. The Fund would not be able to pass through to its shareholders any credit or deduction for such a tax. A qualified electing fund election or a mark to market election may be available that would ameliorate these adverse tax consequences, but such elections could require a Fund to recognize taxable income or gain (subject to the distribution requirements applicable to RICs, as described above) without the concurrent receipt of cash. In order to satisfy the distribution requirements and avoid a tax at the Fund level, a Fund may be required to liquidate portfolio securities that it might otherwise have continued to hold, potentially resulting in additional taxable gain or loss to the Fund. Gains from the sale of stock of PFICs may also be treated as ordinary income. In order for a Fund to make a qualified electing fund election with respect to a PFIC, the PFIC would have to agree to provide certain tax information to the Fund on an annual basis, which it might not agree to do. The Funds may limit and/or manage their holdings in PFICs to limit their tax liability or maximize their returns from these investments.
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Each Fund is required for federal income tax purposes to mark-to-market and recognize as income for each taxable year its net unrealized gains and losses on certain futures contracts as of the end of the year as well as those actually realized during the year. Gain or loss from futures and options contracts on broad-based indexes required to be marked to market will be 60% long-term and 40% short-term capital gain or loss. Application of this rule may alter the timing and character of distributions to shareholders. A Fund may be required to defer the recognition of losses on futures contracts, options contracts and swaps to the extent of any unrecognized gains on offsetting positions held by the Fund. It is anticipated that certain net gain realized from the closing out of futures or options contracts will be considered gain from the sale of securities and therefore will be qualifying income for purposes of the Qualifying Income Requirement.
TAX-EXEMPT SHAREHOLDERS. Certain tax-exempt shareholders, including qualified pension plans, individual retirement accounts, salary deferral arrangements, 401(k) plans, and other tax-exempt entities, generally are exempt from federal income taxation except with respect to their unrelated business taxable income (UBTI). Under current law, a Fund generally serves to block UBTI from being realized by its tax-exempt shareholders. However, notwithstanding the foregoing, tax-exempt shareholders could realize UBTI by virtue of their investment in a Fund where, for example, (i) the Fund invests in REITs that hold residual interests in real estate mortgage investment conduits (REMICs) or (ii) Shares in the Fund constitute debt-financed property in the hands of the tax-exempt shareholders within the meaning of section 514(b) of the Internal Revenue Code. Charitable remainder trusts are subject to special rules and should consult their tax advisors. There are no restrictions preventing a Fund from holding investments in REITs that hold residual interests in REMICs, and a Fund may do so. The IRS has issued guidance with respect to these issues and prospective shareholders, especially charitable remainder trusts, are strongly encouraged to consult with their tax advisors regarding these issues.
FOREIGN SHAREHOLDERS. Dividends, other than capital gains dividends, short-term capital gain dividends and interest-related dividends (described below), paid by a Fund to shareholders who are nonresident aliens or foreign entities will be subject to a 30% United States withholding tax unless a reduced rate of withholding or a withholding exemption is provided under applicable treaty law to the extent derived from investment income and short-term capital gain or unless such income is effectively connected with a U.S. trade or business carried on through a permanent establishment in the United States. Nonresident shareholders are urged to consult their own tax advisors concerning the applicability of the United States withholding tax and the proper withholding form(s) to be submitted to a Fund. A non-U.S. shareholder who fails to provide an appropriate IRS Form W-8 may be subject to backup withholding at the appropriate rate.
Dividends reported by a Fund as (i) interest-related dividends, to the extent such dividends are derived from the Funds qualified net interest income, or (ii) short-term capital gain dividends, to the extent such dividends are derived from the Funds qualified short-term gain, are generally exempt from this 30% withholding tax. Qualified net interest income is a Funds net income derived from U.S.-source interest and original issue discount, subject to certain exceptions and limitations. Qualified short-term gain generally means the excess of a Funds net short-term capital gain for the taxable year over its net long-term capital loss, if any. In the case of Shares held through an intermediary, the intermediary may withhold even if a Fund reports the payment as an interest-related dividend or as a short-term capital gain dividend. Non-U.S. shareholders should contact their intermediaries with respect to the application of these rules to their accounts. Absent future legislation, the withholding exemptions for interest-related dividends and short-term capital gain dividends only apply to dividends with respect to taxable years of a Fund beginning before January 1, 2015.
Unless certain non-U.S. entities that hold Fund Shares comply with IRS requirements that will generally require them to report information regarding U.S. persons investing in, or holding accounts with, such entities, a 30% withholding tax may apply to Fund distributions payable to such entities after June 30, 2014 (or, in certain cases, after later dates) and redemptions and certain capital gain dividends payable to such entities after December 31, 2016. A non-U.S. shareholder may be exempt from the withholding described in this paragraph under an applicable intergovernmental agreement between the U.S. and a foreign government, provided that the shareholder and the applicable foreign government comply with the terms of such agreement.
Non-U.S. persons are subject to U.S. tax on disposition of a United States real property interest (a USRPI). Gain on such a disposition is sometimes referred to as FIRPTA gain. The Internal Revenue Code provides a look-through rule for distributions of FIRPTA gain if certain requirements are met. If the look-through rule applies, certain distributions attributable to income received by a Fund from REITs may be treated as gain from the disposition of a USRPI, causing distributions to be subject to U.S. withholding tax at rates of up to 35%, and requiring non-U.S. investors to file nonresident U.S. income tax returns. Also, gain may be subject to a 30% branch profits tax in the hands of a non-U.S. shareholder that is treated as a corporation for federal income tax purposes. Under certain circumstances, a Fund may itself qualify as a USRPI, which would result in similar consequences to certain non-U.S. investors.
BACKUP WITHHOLDING. A Fund will be required in certain cases to withhold (as backup withholding) on amounts payable to any shareholder who (1) has provided the Fund either an incorrect tax identification number or no number at all, (2) is subject to backup withholding by the IRS for failure to properly report payments of interest or dividends, (3) has failed to certify to the Fund that such shareholder is not subject to backup withholding, or (4) has not certified that such shareholder is a U.S. person (including a U.S. resident alien). The backup withholding rate is 28%. Backup withholding will not be applied to payments that have been subject to the 30% withholding tax on shareholders who are neither citizens nor permanent residents of the U.S.
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CREATION UNITS. An Authorized Participant who exchanges securities for Creation Units generally will recognize a gain or a loss. The gain or loss will be equal to the difference between the market value of the Creation Units at the time and the sum of the exchangers aggregate basis in the securities surrendered plus the amount of cash paid for such Creation Units. A person who redeems Creation Units will generally recognize a gain or loss equal to the difference between the exchangers basis in the Creation Units and the sum of the aggregate market value of any securities received plus the amount of any cash received for such Creation Units. The IRS, however, may assert that a loss realized upon an exchange of securities for Creation Units cannot be deducted currently under the rules governing wash sales, or on the basis that there has been no significant change in economic position.
Any gain or loss realized upon a creation of Creation Units will be treated as capital gain or loss if the Authorized Participant holds the securities exchanged therefor as capital assets, and otherwise will be ordinary income or loss. Similarly, any gain or loss realized upon a redemption of Creation Units will be treated as capital gain or loss if the Authorized Participant holds the Shares comprising the Creation Units as capital assets, and otherwise will be ordinary income or loss. Any capital gain or loss realized upon the creation of Creation Units will generally be treated as long-term capital gain or loss if the securities exchanged for such Creation Units have been held for more than one year, and otherwise will be short-term capital gain or loss. Any capital gain or loss realized upon the redemption of Creation Units will generally be treated as long-term capital gain or loss if the Shares comprising the Creation Units have been held for more than one year, and otherwise, will generally be short-term capital gain or loss. Any capital loss realized upon a redemption of Creation Units held for six (6) months or less will be treated as a long-term capital loss to the extent of any amounts treated as distributions to the applicable Authorized Participant of long-term capital gains with respect to the Creation Units (including any amounts credited to the Authorized Participant as undistributed capital gains).
A Fund has the right to reject an order for Creation Units if the purchaser (or a group of purchasers) would, upon obtaining the Shares so ordered, own 80% or more of the outstanding shares of the Fund and if, pursuant to section 351 of the Internal Revenue Code, the Fund would have a basis in any deposit securities different from the market value of such securities on the date of deposit. A Fund also has the right to require information necessary to determine beneficial Share ownership for purposes of the 80% determination. If a Fund does issue Creation Units to a purchaser (or a group of purchasers) that would, upon obtaining the Shares so ordered, own 80% or more of the outstanding Shares of the Fund, the purchaser (or a group of purchasers) may not recognize gain or loss upon the exchange of securities for Creation Units.
Persons purchasing or redeeming Creation Units should consult their own tax advisors with respect to the tax treatment of any creation or redemption transaction.
CERTAIN POTENTIAL TAX REPORTING REQUIREMENTS. Under promulgated Treasury regulations, if a shareholder recognizes a loss on disposition of a Funds Shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder (or certain greater amounts over a combination of years), the shareholder must file with the IRS a disclosure statement on IRS Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. Significant penalties may be imposed for the failure to comply with the reporting requirements. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayers treatment of the loss is proper. Shareholders should consult their tax advisers to determine the applicability of these regulations in light of their individual circumstances.
The foregoing discussion is a summary only and is not intended as a substitute for careful tax planning. Purchasers of Shares should consult their own tax advisors as to the tax consequences of investing in such Shares, including under state, local and other tax laws. Finally, the foregoing discussion is based on applicable provisions of the Internal Revenue Code, regulations, judicial authority and administrative interpretations in effect on the date hereof. Changes in applicable authority could materially affect the conclusions discussed above, and such changes often occur.
INVESTMENT BY AN UNDERTAKING FOR COLLECTIVE INVESTMENT IN TRANSFERABLE SECURITIES
The Adviser has reviewed the investment characteristics and limitations of each Fund and believes that, as of December 30, 2014, each Fund qualifies as an undertaking for collective investment (UCI) for purposes of the Luxembourg law of 17 December 2010. However, an Undertaking for Collective Investment in Transferable Securities should consult its own counsel regarding the qualification of a Fund as a UCI before investing in the Fund.
CAPITAL STOCK AND SHAREHOLDER REPORTS
Each Fund issues Shares of beneficial interest, par value $.01 per Share. The Board may designate additional funds.
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Each Share issued by the Trust has a pro rata interest in the assets of the corresponding series of the Trust. Shares have no preemptive, exchange, subscription or conversion rights and are freely transferable. Each Share is entitled to participate equally in dividends and distributions declared by the Board with respect to each Fund, and in the net distributable assets of each Fund on liquidation.
Each Share has one vote with respect to matters upon which a shareholder vote is required consistent with the requirements of the 1940 Act and the rules promulgated thereunder. Shares of all series of the Trust (Funds) vote together as a single class except that if the matter being voted on affects only a particular fund it will be voted on only by that fund and if a matter affects a particular fund differently from other Funds, that fund will vote separately on such matter. Under Massachusetts law, the Trust is not required to hold an annual meeting of shareholders unless required to do so under the 1940 Act. The policy of the Trust is not to hold an annual meeting of shareholders unless required to do so under the 1940 Act. All Shares of the Trust (regardless of the fund) have noncumulative voting rights for the election of Trustees. Under Massachusetts law, Trustees of the Trust may be removed by vote of the shareholders.
Under Massachusetts law, shareholders of a business trust may, under certain circumstances, be held personally liable as partners for obligations of the Trust. However, the Declaration of Trust contains an express disclaimer of shareholder liability for acts or obligations of the Trust, requires that Trust obligations include such disclaimer, and provides for indemnification and reimbursement of expenses out of the Trusts property for any shareholder held personally liable for the obligations of the Trust. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations. Given the above limitations on shareholder personal liability, and the nature of each Funds assets and operations, the risk to shareholders of personal liability is believed to be remote.
Shareholder inquiries may be made by writing to the Trust, c/o the Distributor, State Street Global Markets, LLC at State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111.
COUNSEL AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Morgan, Lewis & Bockius LLP, 2020 K Street, NW, Washington, DC 20006, serves as counsel to the Trust. PricewaterhouseCoopers LLP, 125 High Street, Boston, MA 02110, serves as the independent registered public accounting firm for the Trust. PricewaterhouseCoopers LLP performs annual audits of the Funds financial statements and provides other audit, tax and related services.
LOCAL MARKET HOLIDAY SCHEDULES
The Trust generally intends to effect deliveries of portfolio securities on a basis of T plus three business days (i.e., days on which the NYSE is open) in the relevant foreign market of a Fund. The ability of the Trust to effect in-kind redemptions within three business days of receipt of a redemption request is subject, among other things, to the condition that, within the time period from the date of the request to the date of delivery of the securities, there are no days that are local market holidays on the relevant business days. For every occurrence of one or more intervening holidays in the local market that are not holidays observed in the United States, the redemption settlement cycle may be extended by the number of such intervening local holidays. In addition to holidays, other unforeseeable closings in a foreign market due to emergencies may also prevent the Trust from delivering securities within three business days.
The securities delivery cycles currently practicable for transferring portfolio securities to redeeming investors, coupled with local market holiday schedules, may require a delivery process longer than the standard settlement period. In certain circumstances during the calendar year, the settlement period may be greater than seven calendar days. Such periods are listed in the table below, as are instances where more than seven days will be needed to deliver redemption proceeds. Since certain holidays may occur on different dates in subsequent years, the number of days required to deliver redemption proceeds in any given year may exceed the maximum number of days listed in the table below. The proclamation of new holidays, the treatment by market participants of certain days as informal holidays (e.g., days on which no or limited securities transactions occur, as a result of substantially shortened trading hours), the elimination of existing holidays, or changes in local securities delivery practices, could affect the information set forth herein at some time in the future and longer (worse) redemption periods are possible.
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Listed below are the dates in calendar year 2015 in which the regular holidays in non-U.S. markets may impact Fund settlement. This list is based on information available to the Funds. The list may not be accurate or complete and is subject to change:
Argentina |
Australia |
Austria |
Bahrain |
Belgium |
Brazil |
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January 1
February 16-17 March 3-4, 23-24 April 2-3 May 1, 25 July 9 August 17 October 12 November 6, 23 December 7-8, 25 |
January 1, 26 March 2, 9 April 3, 6 May 4 June 1, 8 August 3, 12 September 28 October 5 November 3 December 25, 28 |
January 1, 6 April 6 May 1, 14, 25 June 4 October 26 December 8, 24-25 |
January 1-2 May 1 July 17-19 September 23-25 October 14, 22-23 December 16-17, 23 |
January 1 April 3, 6 May 1 December 25 |
January 1 February 16-18 April 3, 21 May 1 June 4 July 9 November 20 December 24-25, 31 |
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Canada |
Chile |
China |
Columbia |
Czech Republic |
Denmark |
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January 1-2
February 9, 16 April 3 May 18 June 24 July 1 August 3 September 7 October 12 November 11 December 25, 28 |
January 1 April 3 May 1, 21 June 29 July 16 September 18 October 12 December 8, 25, 31 |
January 1-2 February 18-20, 23-24 April 6 May 1 June 20 September 27 October 1-2, 5-7 December 25 |
January 1, 12 March 23 April 2-3 May 1, 18 June 8, 15 August 7, 17 October 12 November 2, 16 December 8, 25 |
January 1 April 6 May 1, 8 July 6 September 28 October 28 November 17 December 24-25 |
January 1 April 2-3, 6 May 1, 14-15, 25 June 5 December 24-25, 31 |
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Egypt |
Finland |
France |
Germany |
Greece |
Hong Kong |
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January 1, 3, 7, 25
April 12-13 July 1, 17-18, 23 September 22-24 October 6, 14 December 23 |
January 1, 6 April 2-3, 6 May 1, 14 June 19 December 24-25, 31 |
January 1 April 3, 6 May 1, 8, 14, 25 July 14 November 11 December 25 |
January 1 April 3, 6 May 1, 14, 25 December 24-25, 31 |
January 1, 6 February 23 March 25 April 3, 6, 10, 13 May 1 June 1 October 28 December 25 |
January 1 February 19-20 April 3, 6-7 May 1, 25 July 1 September 28 October 1, 21 December 25 |
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Hungary |
India |
Indonesia |
Ireland |
Israel |
Italy |
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January 1-2
April 6 May 1, 25 August 20-21 October 23 December 24- 25 |
January 26 February 17, 19 March 6 April 1-3, 14 May 1, 4 August 18 September 17, 25 October 2, 22 November 11-12, 25 December 24-25 |
January 1 February 19 April 3 May 1, 14 June 2 July 16-17, 20-21 August 17 September 24 October 14 December 24-25, 31 |
January 1 March 17 April 3, 6 May 1, 4 June 1 August 3 October 26 December 25, 28-29 |
March 5 April 3, 5-9, 22-23 May 24 July 26 September 13-15, 22-23, 27-30 October 1, 4-5 |
January 1, 6 April 3, 6 May 1 June 2, 29 December 8, 25, 31 |
|||||
Japan |
Jordan |
Kuwait |
Lebanon |
Malaysia |
Mauritius |
|||||
January 1-2, 12
February 11 April 29 May 4-6 July 20 September 21-23 October 12 November 3, 23 December 23, 31 |
January 1, 3 April 30 May 25 July 17-20 September 22-26 October 14 December 25 |
January 1, 3 February 25-26 May 16 July 17-19 September 22-25 October 14 December 24 |
January 1, 6 February 9 March 25 April 3, 10 May 1 July 17 September 23-24 October 14, 23 December 25 |
January 1 February 2-3, 19-20 May 1, 4 July 17-18 August 31 September 16, 24 October 14 November 10 December 24-25 |
January 1-2 February 3, 17, 19 March 12 May 1 July 18 September 18 November 2, 11 December 25 |
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Mexico |
Morocco |
Netherlands |
New Zealand |
Norway |
Oman |
|||||
January 1
February 2 March 16 April 2-3 May 1 September 16 November 20 December 25 |
January 1 May 1 July 30 August 14, 20-21 September 23 October 13 November 6, 18 |
January 1 April 3, 6, 27, 30 May 5, 14, 25 December 25 |
January 1-2 February 6 April 3, 6, 27 June 1 October 26 December 25, 28 |
January 1 April 1-3, 6 May 1, 14, 25 December 24-25, 31 |
January 1 May 15 July 20-21, 23 September 25, 28 October 13 November 18 December 24 |
|||||
Peru |
Philippines |
Poland |
Portugal |
Qatar |
Russia |
|||||
January 1
April 2-3 May 1 July 28 October 8 December 8, 25 |
January 1, 2 February 19 April 2-3, 9 May 1 June 12 August 21, 31 November 30 December 24-25, 30-31 |
January 1, 6 April 3, 6 May 1 June 4 November 11 December 24-25, 31 |
January 1 April 3 May 1 June 10 December 25 |
January 1 February 10 March 1 July 20-22 September 21-23 December 18 |
January 1-5, 5-9 February 23 March 9 May 1, 4, 11 June 12 November 4 |
|||||
Singapore |
South Africa |
South Korea |
Spain |
Sweden |
Switzerland |
|||||
January 1
February 19-20 April 3 May 1 June 1 July 17 August 10 September 24 November 10 December 25 |
January 1 April 3, 6, 27 May 1 June 16 August 10 September 24 December 16, 25 |
January 1 February 18-20 May 1, 5, 25 July 17 September 28 October 1, 9 December 24-25, 31 |
January 1, 6 March 19 April 2-3, 6 May 1, 14, 25 June 4 October 12 December 8, 25 |
January 1, 5-6 April 2-3, 6, 30 May 1, 13-14 June 19 October 30 December 24-25, 31 |
January 1-2 April 3, 6 May 1, 14, 25 December 25 |
|||||
Taiwan |
Thailand |
Turkey |
U.A.E. |
United Kingdom |
||||||
January 1-2
February 18-20, 23, 27 April 3, 6 May 1 June 19 September 28 October 9 |
January 1 March 4 April 6, 13-15 May 1, 5 June 1 July 1, 30 August 12 October 23 December 7, 10, 31 |
January 1 April 23 May 1, 19 July 16-17 September 23-25 October 28-29 |
January 1, 3 May 15 July 18-20 September 24-27 October 15 December 2-3 |
January 1 April 3, 6 May 4, 25 August 31 December 25, 28 |
* | Early Close |
The financial statements and financial highlights of the Funds that were operating during the year ended September 30, 2014, along with the Report of PricewaterhouseCoopers LLP, the Trusts Independent Registered Public Accounting Firm, included in the Trusts Annual Report to Shareholders on Form N-CSR under the 1940 Act, are incorporated by reference into this Statement of Additional Information.
75
State Street Global Advisors Funds Management, Inc. (SSgA FM), one of the industrys largest institutional asset managers, is the investment management arm of State Street Bank and Trust Company, a wholly owned subsidiary of State Street Corporation, a leading provider of financial services to institutional investors. As an investment manager, SSgA FM has discretionary proxy voting authority over most of its client accounts, and SSgA FM votes these proxies in the manner that we believe will most likely protect and promote the long-term economic value of client investments as described in the SSgA FM Global Proxy Voting and Engagement Principles.
SSgA FM maintains Proxy Voting and Engagement Guidelines for select markets, including: the US, the EU, the UK, Australia, emerging markets and Japan. International markets that do not have specific guidelines are reviewed and voted consistent with our Global Proxy Voting and Engagement Principles; however, SSgA FM also endeavors to show sensitivity to local market practices when voting in these various markets.
SSgA FMs APPROACH TO
PROXY VOTING AND ISSUER ENGAGEMENT
At SSgA FM, we take our fiduciary duties as an asset manager very seriously. We have a dedicated team of corporate governance professionals who help us carry out our duties as a responsible investor. These duties include engaging with companies, developing and enhancing in-house corporate governance policies, analyzing corporate governance issues on a case-by-case basis at the company level, and exercising our voting rightsall to maximize shareholder value.
SSgA FMs Global Proxy Voting and Engagement Principles (the Principles) may take different perspectives on common governance issues that vary from one market to another and, likewise, engagement activity may take different forms in order to best achieve long-term engagement goals. We believe that proxy voting and engagement with portfolio companies is often the most direct and productive way shareholders can exercise their ownership rights, and taken together, we view these tools to be an integral part of the overall investment process.
We believe engagement and voting activity have a direct relationship. As a result, the integration of our engagement activities, while leveraging the exercise of our voting rights, provides a meaningful shareholder tool that we believe protects and enhances the long-term economic value of the holdings in our client accounts. SSgA FM maximizes its voting power and engagement by maintaining a centralized proxy voting and active ownership process covering all holdings, regardless of strategy. Despite the different investment views and objectives across SSgA FM, depending on the product or strategy, the fiduciary responsibilities of share ownership and voting for which SSgA FM has voting discretion are carried out with a single voice and objective.
The Principles support governance structures that we believe add to, or maximize shareholder value at the companies held in our clients portfolios. SSgA FM conducts issuer specific engagements with companies to discuss our principles, including sustainability related risks. In addition, we encourage issuers to find ways of increasing the amount of direct communication board members have with shareholders. We believe direct communication with executive board members and independent non-executive directors is critical to helping companies understand shareholder concerns. Conversely, where appropriate, we conduct collaborative engagement activities
with multiple shareholders and communicate with company representatives about common concerns.
In conducting our engagements, SSgA FM also evaluates the various factors that play into the corporate governance framework of a country, including the macroeconomic conditions and broader political system, the quality of regulatory oversight, the enforcement of property and shareholder rights and the independence of the judiciary to name a few. SSgA FM understands that regulatory requirements and investor expectations relating to governance practices and engagement activities differ from country-to-country. As a result, SSgA FM engages with issuers, regulators, or both, depending on the market. SSgA FM also is a member of various investor associations that seek to address broader corporate governance related policy at the country level as well as issuer specific concerns at a company level.
To help mitigate company specific risk, the team may collaborate with members of the active investment teams to engage with companies on corporate governance issues and address any specific concerns, or to get more information regarding shareholder items that are to be voted on at upcoming shareholder meetings. Outside of proxy voting season, SSgA FM conducts issuer specific engagements with companies covering various corporate governance and sustainability related topics.
The SSgA FM Governance Team uses a blend of quantitative and qualitative research and data to support screens to help identify issuers where active engagement may be necessary to protect and promote shareholder value. Issuer engagement may also be event driven, focusing on issuer specific corporate governance, sustainability concerns or wider industry related trends. SSgA FM also gives consideration to the size of our total position of the issuer in question and/or the potential negative governance, performance profile, and circumstance at hand. As a result, SSgA FM believes issuer engagement can take many forms and be triggered under numerous circumstances. The following methods represent how SSgA FM defines engagement methods:
Active
SSgA FM uses screening tools designed to capture a mix of company specific data including governance and sustainability profiles to help us focus our voting and engagement activity.
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SSgA FM will actively seek direct dialogue with the board and management of companies we have identified through our screening processes. Such engagements may lead to further monitoring to ensure the company improves its governance or sustainability practices. In these cases, the engagement process represents the most meaningful opportunity for SSgA FM to protect long-term shareholder value from excessive risk due to poor governance and sustainability practices.
Recurring
SSgA FM has ongoing dialogue with its largest holdings on corporate governance and sustainability issues. SSgA FM maintains regular face-to-face meetings with these issuers, allowing SSgA FM to reinforce key tenets of good corporate governance and actively advise these issuers around concerns that SSgA FM feels may negatively impact long-term shareholder value.
Reactive
Reactive engagement is initiated by the issuers. SSgA FM routinely discusses specific voting issues and items with the issuer community. Reactive engagement is an opportunity to address not only voting items, but also a wide range of governance and sustainability issues.
Measurement
Assessing the effectiveness of our issuer engagement process is often difficult. To limit the subjectivity of measuring our success we actively seek issuer feedback and monitor the actions issuers take post-engagement to identify tangible changes. By doing so, we are able to establish indicators to gauge how issuers respond to our concerns and to what degree these responses satisfy our requests. It is also important to note that successful engagement activity can be measured over differing time periods depending on the facts and circumstances involved. Engagements can last as short as a single meeting or span multiple years.
Depending on the issue and whether the engagement activity is reactive, recurring, or active, engagement with issuers can take the form of written communication, conference calls, or face-to-face meetings.
SSgA FM believes active engagement is best conducted directly with company management or board members. Collaborative
engagement, where multiple shareholders communicate with company representatives, can serve as a potential forum for issues that are not identified by SSgA FM as requiring active engagement, such as shareholder conference calls.
PROXY VOTING PROCEDURE
Oversight
The SSgA FM Corporate Governance Team is responsible for implementing the Proxy Voting and Engagement Guidelines (the Guidelines), case-by-case voting items, issuer engagement activities, and research and analysis of governance-related issues. The implementation of the Guidelines is overseen by the SSgA Global Proxy Review Committee (SSgA PRC), a committee of investment, compliance and legal professionals, who provide guidance on proxy issues as described in greater detail below. Oversight of the proxy voting process is ultimately the responsibility of the SSgA Investment Committee. The SSgA Investment Committee reviews and approves amendments to the Guidelines. The SSgA PRC reports to the SSgA Investment Committee, and may refer certain significant proxy items to that committee.
Proxy Voting Process
In order to facilitate SSgA FMs proxy voting process, SSgA FM retains Institutional Shareholder Services Inc. (ISS), a firm with expertise in proxy voting and corporate governance. SSgA FM utilizes ISSs services in three ways: (1) as SSgA FMs proxy voting agent (providing SSgA FM with vote execution and administration services); (2) for applying the Guidelines; and (3) as providers of research and analysis relating to general corporate governance issues and specific proxy items.
The SSgA FM Corporate Governance Team reviews the Guidelines with ISS on an annual basis or on a case-by- case basis as needed. On most routine proxy voting items (e.g., ratification of auditors), ISS will affect the proxy votes in accordance with the Guidelines.
In other cases, the Corporate Governance Team will evaluate the proxy solicitation to determine how to vote based on facts and circumstances, consistent with the Principles, and the accompanying Guidelines, that seek to maximize the value of our client accounts.
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In some instances, the Corporate Governance Team may refer significant issues to the SSgA PRC for a determination of the proxy vote. In addition, in determining whether to refer a proxy vote to the SSgA PRC, the Corporate Governance Team will consider whether a material conflict of interest exists between the interests of our client and those of SSgA FM or its affiliates (as explained in greater detail below under Conflict of Interest).
SSgA FM votes in all markets where it is feasible; however, SSgA FM may refrain from voting meetings when power of attorney documentation is required, where voting will have a material impact on our ability to trade the security, where issuer-specific special documentation is required or where various market or issuer certifications are required. SSgA FM is unable to vote proxies when certain custodians, used by our clients, do not offer proxy voting in a jurisdiction, or when they charge a meeting specific fee in excess of the typical custody service agreement.
Conflict of Interest
From time to time, SSgA FM will review a proxy which may present a potential conflict of interest. In general, we do not believe matters that fall within the Guidelines and are voted consistently with the Guidelines present any potential conflicts, since the vote on the matter has effectively been determined without reference to the soliciting entity. However, where matters do not fall within the Guidelines or where we believe that voting in accordance with the Guidelines is unwarranted, we conduct an additional review to determine whether there is a conflict of interest. Although various relationships could be deemed to give rise to a conflict of interest, SSgA FM has determined that two categories of relationships present a serious concern to warrant an alternative process: (1) clients of SSgA FM or its affiliates which are among the top 100 clients of State Street Corporation or its affiliates based upon revenue; and (2) the 10 largest broker-dealers used by SSgA, based upon revenue (a Material Relationship).
In circumstances where either: (i) the matter does not fall clearly within the Guidelines; or (ii) SSgA FM determines that voting in accordance with such policies or guidance is not in the best interests of its clients, the Head of SSgA FMs Corporate Governance Team will determine whether a Material Relationship exists. If so, the matter is referred to the SSgA
PRC. The SSgA PRC then reviews the matter and determines whether a conflict of interest exists, and if so, how to best resolve such conflict. For example, the SSgA PRC may (i) determine that the proxy vote does not give rise to a conflict due to the issues presented, (ii) refer the matter to the SSgA Investment Committee for further evaluation or (iii) retain an independent fiduciary to determine the appropriate vote.
PROXY VOTING AND ENGAGEMENT PRINCIPLES
Directors and Boards
The election of directors is one of the most important fiduciary duties SSgA FM performs as a shareholder. SSgA FM believes that well-governed companies can protect and pursue shareholder interests better and withstand the challenges of an uncertain economic environment. As such, SSgA FM seeks to vote director elections in a way which we, as a fiduciary, believe will maximize the long-term value of each portfolios holdings.
Principally, a board acts on behalf of shareholders by protecting their interests and preserving their rights. This concept establishes the standard by which board and director performance is measured. To achieve this fundamental principle, the role of the board, in SSgA FMs view, is to carry out its responsibilities in the best long-term interest of the company and its shareholders. An independent and effective board oversees management, provides guidance on strategic matters, selects the CEO and other senior executives, creates a succession plan for the board and management, provides risk oversight and assesses the performance of the CEO and management. In contrast, management implements the business and capital allocation strategies and runs the companys day-to-day operations. As part of SSgA FMs engagement process, SSgA FM routinely discusses the importance of these responsibilities with the boards of issuers.
SSgA FM believes the quality of a board is a measure of director independence, director succession planning, board evaluations and refreshment and company governance practices. In voting to elect nominees, SSgA FM considers many factors. SSgA FM believes independent directors are crucial to good corporate governance and help management establish sound corporate governance policies and practices. A sufficiently independent
4
board will effectively monitor management, maintain appropriate governance practices, and perform oversight functions necessary to protect shareholder interests. SSgA FM also believes the right mix of skills, independence and qualifications among directors provides boards with the knowledge and direct experience to deal with risks and operating structures that are often unique and complex from one industry to another.
Accounting and Audit Related Issues
SSgA FM believes audit committees are critical and necessary as part of the boards risk oversight role. The audit committee is responsible for setting out an internal audit function to provide robust audit and internal control systems designed to effectively manage potential and emerging risks to the companys operations and strategy. SSgA FM believes audit committees should have independent directors as members, and SSgA FM will hold the members of the audit committee responsible for overseeing the management of the audit function.
The disclosure and availability of reliable financial statements in a timely manner is imperative for the investment process. As a result, board oversight of the internal controls and the independence of the audit process are essential if investors are to rely on financial statements. Also, it is important for the audit committee to appoint external auditors who are independent from management as we expect auditors to provide assurance as of a companys financial condition.
Capital Structure, Reorganization and Mergers
The ability to raise capital is critical for companies to carry out strategy, grow and achieve returns above their cost of capital. The approval of capital raising activities is fundamental to a shareholders ability to monitor the amounts of proceeds and to ensure capital is deployed efficiently. Altering the capital structure of a company is a critical decision for boards and in making such a critical decision, SSgA FM believes the company should have a well explained business rationale that is consistent with corporate strategy and not overly dilute its shareholders.
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the corporation.
Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In evaluating mergers and acquisitions, SSgA FM considers the adequacy of the consideration and the impact of the corporate governance provisions to shareholders. In all cases, SSgA FM uses its discretion in order to maximize shareholder value.
Occasionally, companies add anti-takeover provisions that reduce the chances of a potential acquirer making an offer, or reducing the likelihood of a successful offer. SSgA FM does not support proposals that reduce shareholders rights, entrench management or reduce the likelihood of shareholders right to vote on reasonable offers.
Compensation
SSgA FM considers the boards responsibility to include setting the appropriate level of executive compensation. Despite the differences among the types of plans and the awards possible, there is a simple underlying philosophy that guides SSgA FMs analysis of executive compensation; SSgA FM believes that there should be a direct relationship between executive compensation and company performance over the long-term.
Shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance. When assessing remuneration reports, SSgA FM considers factors such as adequate disclosure of different remuneration elements, absolute and relative pay levels, peer selection and benchmarking, the mix of long-term and short-term incentives, alignment of pay structures with shareholder interests, as well as with corporate strategy and performance. SSgA FM may oppose remuneration reports where pay seems misaligned with shareholders interests. SSgA FM may also consider executive compensation practices when re-electing members of the remuneration committee.
SSgA FM recognizes that compensation policies and practices are unique from market to market; often with significant differences between the level of disclosures, the amount and forms of compensation paid, and the ability of shareholders to approve executive compensation practices. As a result, our ability to assess the appropriateness of executive compensation is often dependent on market practices and laws.
5
Environmental and Social Issues
As a fiduciary, SSgA FM considers the financial and economic implications of environmental and social issues first and foremost. Environmental and social factors may not only have an impact on the reputation of companies but may also represent significant operational risks and costs to business. Well-developed environmental and social management systems can generate efficiencies and enhance productivity, both of which impact shareholder value in the long-term.
SSgA FM encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long-term. Similarly, companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could be the result of anything from regulation and litigation, physical threats (severe weather, climate change), economic trends to shifts in consumer behavior.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to demonstrate how sustainability fits into operations and business activities. SSgA FMs team of analysts evaluates these risks and shareholder proposals relating to them on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on a company, its industry, operations, and geographic footprint. SSgA FM may also take action against the re-election of board members if we have serious concerns over ESG practices and the company has not been responsive to shareholder requests to amend them.
General/Routine
Although SSgA FM does not seek involvement in the day-to-day operations of an organization, SSgA FM recognizes the need for conscientious oversight and input into management decisions that may affect a companys value. SSgA FM supports proposals that encourage economically advantageous corporate practices and governance, while leaving decisions that are deemed to be routine or constitute ordinary business to management and the board of directors.
Securities on Loan
For funds where SSgA FM acts as trustee, SSgA FM may recall securities in instances where SSgA FM believes that a particular vote will have a material impact on the fund(s). Several factors shape this process. First, SSgA FM must receive notice of the vote in sufficient time to recall the shares on or before the record date. In many cases, SSgA FM does not receive timely notice, and is unable to recall the shares on or before the record date. Second, SSgA FM, exercising its discretion may recall shares if it believes the benefit of voting shares will outweigh the foregone lending income. This determination requires SSgA FM, with the information available at the time, to form judgments about events or outcomes that are difficult to quantify. Given past experience in this area, however, we believe that the recall of securities will rarely provide an economic benefit that outweighs the cost of the foregone lending income.
Reporting
Any client who wishes to receive information on how its proxies were voted should contact its SSgA FM relationship manager.
6
State Street Global Advisors Worldwide Entities
Australia: State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia Telephone: +612 9240-7600 Facsimile: +612 9240-7611. Belgium: State Street Global Advisors Belgium, Office Park Nysdam, 92 Avenue Reine Astrid, B-1310 La Hulpe, Belgium Telephone: +32 2 663 2036 Facsimile: +32 2 672 2077. State Street Global Advisors Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada: State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, 1-514-282-2484 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6 Telephone: +647-775-5900. Dubai: State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates Telephone: +971 (0)4-4372800 Facsimile: +971 (0)4-4372818. France: State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France Telephone: (+33) 1 44 45 40 00 Facsimile: (+33) 1 44 45 41 92. Germany: State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich Telephone: +49 (0)89-55878-100 Facsimile: +49 (0)89-55878-440. Hong Kong: State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong Telephone: +852 2103-0288 Facsimile: +852 2103-0200. Ireland: State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers Telephone: +353 (0)1 776 3000 Facsimile: +353 (0)1 776 3300. Italy: State Street Global Advisors Italy, Sede Secondaria di Milano, Via dei Bossi, 4 20121 Milan, Italy Telephone: +39 02 32066 100 Facsimile: +39 02 32066 155. State Street Global Advisors Italy is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Japan: State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239 Telephone: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands Telephone: + 31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D) Telephone: +65 6826-7500 Facsimile: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich Telephone:
+41 (0)44 245 70 00 Facsimile: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ Telephone: +020 3395 6000 Facsimile: +020 3395 6350. United States: State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900 Telephone: (617) 664-4738.
Web: ssga.com
The views expressed in this material are the views of State Street Global Advisors Corporate Governance Team through the period ended March 17, 2014 and are subject to change based on market and other conditions. This document contains certain statements that may be deemed forward-looking statements. Please note that any such statements are not guarantees of any future performance and actual results or developments may differ materially from those projected. Past performance is no guarantee of future results.
State Street Global Advisors generally delegates commodities management for separately managed accounts to State Street Global Advisors FM, a wholly owned subsidiary of State Street and an affiliate of State Street Global Advisors. State Street Global Advisors FM is registered as a commodity trading advisor (CTA) with the Commodity Futures Trading Commission and National Futures Association.
This communication is not specifically directed to investors of separately managed accounts (SMA) utilizing futures, options on futures or swaps. State Street Global Advisors FM CTA clients should contact State Street Global Advisors Relationship Management for important CTA materials.
Investing involves risk including the risk of loss of principal.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSgAs express written consent.
The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investors particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor. All material has been obtained from sources believed to be reliable. There is no representation or warranty as to the accuracy of the information and State Street shall have no liability for decisions based on such information.
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State Street Global Advisors is the investment management business of State Street Corporation (NYSE: STT), one of the worlds leading providers of financial services to institutional investors. |
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ssga.com |
© 2014 State Street Corporation. All Rights Reserved. | 7 | ID1061-INST-4625 0414 Exp. Date: 4/30/2015 |
State Street Global Advisors Funds Management, Inc.s (SSgA FM) US Proxy Voting and Engagement Guidelines outline our expectations of companies listed on stock exchanges in the US. This policy complements and should be read in conjunction with SSgA FMs Global Proxy Voting and Engagement Principles which provide a detailed explanation of SSgA FMs approach to voting and engaging with companies.
SSgA FMs US Proxy Voting and Engagement Guidelines address areas including board structure, director tenure, audit related issues, capital structure, executive compensation, environmental, social and other governance related issues. Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy, overseeing executive management to monitoring the risks that arise from a companys business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.
When voting and engaging with companies in global markets, SSgA FM considers market specific nuances in the manner that we believe will most likely protect and promote the long-term economic value of client investments. SSgA FM expects companies to observe the relevant laws and regulations of their respective markets as well as country specific best practice guidelines and corporate governance codes. When we feel that a countrys regulatory requirements do not address some of the key philosophical principles that SSgA FM believes are fundamental to its global voting guidelines, we may hold companies in such markets to our global standards.
In its analysis and research into corporate governance issues in the US, SSgA FM expects all companies to act in a transparent manner and provide detailed disclosure on board profiles, related-party transactions, executive compensation and other governance issues that impact shareholders long-term interests.
SSgA FMS PROXY VOTING AND ENGAGEMENT PHILOSOPHY
In our view, corporate governance and sustainability issues are an integral part of the investment process. The Corporate Governance Team consists of investment professionals with expertise in corporate governance and company law, remuneration, accounting as well as environmental and social issues. SSgA FM has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSgA FM engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagements to address significant shareholder concerns and environmental, social and governance (ESG) issues in a manner consistent with maximizing shareholder value.
The team works alongside members of SSgA FMs active investment teams; collaborating on issuer engagements and providing input on company specific fundamentals. SSgA FM is also a member of various investor associations that seek to address broader corporate governance related policy issues in the US.
SSgA FM is a signatory to the United Nations Principles of Responsible Investment (UNPRI) and is compliant with the UK Stewardship Code. We are committed to sustainable
investing and are working to further integrate ESG principles into investment and corporate governance practices, where applicable and consistent with our fiduciary duty.
DIRECTORS AND BOARDS
SSgA FM believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. SSgA FM votes for the election/re-election of directors on a case-by-case basis after considering various factors including general market practice and availability of information on director skills and expertise. In principle, SSgA FM believes independent directors are crucial to good corporate governance and help management establish sound corporate governance policies and practices. A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect shareholder interests.
Director related proposals at US companies include issues submitted to shareholders that deal with the composition of the board or with members of a corporations board of directors. In deciding which director nominee to support, SSgA FM considers numerous factors.
Director Elections
SSgA FMs director election policy focuses on companies governance profile to identify if a company demonstrates appropriate governance practices or if it exhibits negative governance practices. Factors SSgA FM considers when evaluating governance practices include, but are not limited to the following:
| Shareholder rights; |
| Board independence; and |
| Board structure. |
If a company demonstrates appropriate governance practices , SSgA FM believes a director should be classified as independent based on the relevant listing standards or local market practice standards. In such cases, the composition of the key oversight committees of a board should meet the minimum standards of independence. Accordingly, SSgA FM will vote against a nominee at a company with
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appropriate governance practices if the director is classified as non-independent under relevant listing standards or local market practice AND serves on a key committee of the board (compensation, audit, nominating or committees required to be fully independent by local market standards).
Conversely, if a company demonstrates negative governance practices , SSgA FM believes the classification standards for director independence should be elevated. In such circumstances, we will evaluate all director nominees based on the following classification standards:
| Is the nominee an employee of or related to an employee of the issuer or its auditor; |
| Does the nominee provide professional services to the issuer; |
| Has the nominee attended an appropriate number of board meetings; or |
| Has the nominee received non-board related compensation from the issuer. |
Where companies demonstrate negative governance practices, these stricter standards will apply not only to directors who are a member of a key committee but to all directors on the board as market practice permits. Accordingly, SSgA FM will vote against a nominee (with the exception of the CEO) where the board has inappropriate governance practices and is considered not independent based on the above independence criteria.
Additionally, SSgA FM may withhold votes from directors based on the following:
| When overall average board tenure is excessive and/or individual director tenure is excessive. In assessing excessive tenure, SSgA FM gives consideration to factors such as the preponderance of long tenured directors, board refreshment practices, and classified board structures; |
| When directors attend less than 75% of board meetings without appropriate explanation or providing reason for their failure to meet the attendance threshold; |
| CEOs of a public company who sit on more than three public company boards; |
| Director nominees who sit on more than six public company boards; |
| Directors of companies that have ignored a shareholder proposal which received a majority of the shares outstanding at the last annual or special meeting, unless management submits the proposal(s) on the ballot as a binding management proposal, recommending shareholders vote for the particular proposal(s); |
| Compensation committee members where there is a weak relationship between executive pay and performance over a five-year period; |
| Audit committee members if non-audit fees exceed 50% of total fees paid to the auditors; and |
| Directors who appear to have been remiss in their duties. |
Director Related Proposals
SSgA FM generally votes for the following director related proposals:
| Discharge of board members duties, in the absence of pending litigation, regulatory investigation, charges of fraud or other indications of significant concern; |
| Proposals to restore shareholders ability to remove directors with or without cause; |
| Proposals that permit shareholders to elect directors to fill board vacancies; and |
| Shareholder proposals seeking disclosure regarding the company, board, or compensation committees use of compensation consultants, such as company name, business relationship(s) and fees paid. |
SSgA FM generally votes against the following director related proposals:
| Requirements that candidates for directorships own large amounts of stock before being eligible to be elected; |
| Proposals that relate to the transaction of other business as properly comes before the meeting, which extend blank check powers to those acting as proxy; and |
| Proposals requiring two candidates per board seat. |
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Majority Voting
SSgA FM will generally support a majority vote standard based on votes cast for the election of directors.
SSgA FM will generally vote to support amendments to bylaws that would require simple majority of voting shares (i.e. shares cast) to pass or repeal certain provisions.
Annual Elections
SSgA FM generally supports the establishment of annual elections of the board of directors. Consideration is given to the overall level of board independence and the independence of the key committees as well as whether there is a shareholders rights plan.
Cumulative Voting
SSgA FM does not support cumulative voting structures for the election of directors.
Separation Chair/CEO
SSgA FM analyzes proposals for the separation of Chair/CEO on a case-by-case basis taking into consideration numerous factors, including but not limited to, a companys performance and the overall governance structure of the company.
Proxy Access
SSgA FM will consider proposals relating to Proxy Access on a case-by-case basis.
SSgA FM will evaluate the companys specific circumstances, the impact of the proposal on the target company and its potential effect on shareholder value.
Considerations include but are not limited to the following:
| The ownership thresholds and holding duration proposed in the resolution; |
| The binding nature of the proposal; |
| The number of directors that shareholders may be able to nominate each year; |
| Company performance; |
| Company governance structure; |
| Shareholder rights; and |
| Board performance. |
Age/Term Limits
Generally, SSgA FM will vote against age and term limits.
Approve Remuneration of Directors
Generally, SSgA FM will support directors compensation, provided the amounts are not excessive relative to other issuers in the market or industry. In making our determination, we review whether the compensation is overly dilutive to existing shareholders.
Indemnification
Generally, SSgA FM supports proposals to limit directors liability and/or expand indemnification and liability protection if he or she has not acted in bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Classified Boards
SSgA FM generally supports annual elections for the board of directors. In certain cases, SSgA FM will support a classified board structure; if the board is composed of 80 percent independent directors, the boards key committees (auditing, nominating and compensation) are composed of independent directors, and consideration of other governance factors, including, but not limited to, shareholder rights and antitakeover devices.
Confidential Voting
SSgA FM will support confidential voting.
Board Size
SSgA FM will support proposals seeking to fix the board size or designate a range for the board size and will vote against proposals that give management the ability to alter the size of the board outside of a specified range without shareholder approval.
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AUDIT RELATED ISSUES
Ratifying Auditors and Approving Auditor Compensation
SSgA FM supports the approval of auditors and auditor compensation provided that the issuer has properly disclosed audit and non-audit fees relative to market practice and the audit fees are not deemed excessive. SSgA FM deems audit fees to be excessive if the non-audit fees for the prior year constituted 50% or more of the total fees paid to the auditor. SSgA FM will support the disclosure of auditor and consulting relationships when the same or related entities are conducting both activities and will support the establishment of a selection committee responsible for the final approval of significant management consultant contract awards where existing firms are already acting in an auditing function.
In circumstances where other fees include fees related to initial public offerings, bankruptcy emergence, and spin-offs, and the company makes public disclosure of the amount and nature of those fees which are determined to be an exception to the standard non-audit fee category, then such fees may be excluded from the non-audit fees considered in determining the ratio of non-audit to audit/audit-related fees/tax compliance and preparation for purposes of determining whether non-audit fees are excessive.
SSgA FM will support the discharge of auditors and requirements that auditors attend the annual meeting of shareholders. 1
CAPITAL RELATED ISSUES
Capital structure proposals include requests by management for approval of amendments to the certificate of incorporation that will alter the capital structure of the company. The most common request is for an increase in the number of authorized shares of common stock, usually in conjunction with a stock split or dividend. Typically, requests that are not unreasonably dilutive or enhance the rights of common shareholders are supported. In considering authorized share proposals, the typical threshold for approval is 100% over current authorized shares. However, the threshold may be increased if the company offers a specific need or purpose (merger, stock splits, growth purposes, etc.). All proposals are evaluated on a case-by-case basis taking into account the companys specific financial situation.
Increase in Authorized Common Shares
In general, SSgA FM supports share increases for general corporate purposes up to 100% of current authorized stock.
SSgA FM supports increases for specific corporate purposes up to 100% of the specific need plus 50% of current authorized common stock for US firms.
When applying the thresholds, SSgA FM will also consider the nature of the specific need, such as mergers and acquisitions and stock splits.
Increase in Authorized Preferred Shares
SSgA FM votes on a case-by-case basis on proposals to increase the number of preferred shares.
Generally, SSgA FM will vote for the authorization of preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable.
SSgA FM will support proposals to create declawed blank check preferred stock (stock that cannot be used as a takeover defense). However, SSgA FM will vote against proposals to increase the number of blank check preferred stock authorized for issuance when no shares have been issued or reserved for a specific purpose.
Unequal Voting Rights
SSgA FM will not support proposals authorizing the creation of new classes of common stock with superior voting rights and will vote against new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights. In addition, SSgA FM will not support capitalization changes that add blank check classes of stock (i.e. classes of stock with undefined voting rights) or classes that dilute the voting interests of existing shareholders.
However, SSgA FM will support capitalization changes that eliminate other classes of stock and/or unequal voting rights.
MERGERS AND ACQUISITIONS
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the corporation.
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Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders rights are not supported.
SSgA FM will generally support transactions that maximize shareholder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSgA FM may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock, especially in some non-US markets; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price. |
ANTITAKEOVER ISSUES
Typically, these are proposals relating to requests by management to amend the certificate of incorporation or bylaws to add or delete a provision that is deemed to have an antitakeover effect. The majority of these proposals deal with managements attempt to add some provision that makes a hostile takeover more difficult or will protect incumbent management in the event of a change in control of the company.
Proposals that reduce shareholders rights or have the effect of entrenching incumbent management will not be supported.
Proposals that enhance the right of shareholders to make their own choices as to the desirability of a merger or other proposal are supported.
Shareholder Rights Plans
SSgA FM will support mandates requiring shareholder approval of a shareholder rights plans (poison pill) and repeals of various anti-takeover related provisions.
In general, SSgA FM will vote against the adoption or renewal of a US issuers shareholder rights plan (poison pill).
SSgA FM will vote for an amendment to a shareholder rights plan (poison pill) where the terms of the new plans are more favorable to shareholders ability to accept unsolicited offers (i.e. if one of the following conditions are met: (i) minimum trigger, flip-in or flip-over of 20%, (ii) maximum term of three years, (iii) no dead hand, slow hand, no hand or similar feature that limits the ability of a future board to redeem the pill, and (iv) inclusion of a shareholder redemption feature (qualifying offer clause), permitting ten percent of the shares to call a special meeting or seek a written consent to vote on rescinding the pill if the board refuses to redeem the pill 90 days after a qualifying offer is announced).
Special Meetings
SSgA FM will vote for shareholder proposals related to special meetings at companies that do not provide shareholders the right to call for a special meeting in their bylaws if:
| The company also does not allow shareholders to act by written consent; or |
| The company allows shareholders to act by written consent but the ownership threshold for acting by written consent is set above 25% of outstanding shares. |
SSgA FM will vote for shareholder proposals related to special meetings at companies that give shareholders (with a minimum 10% ownership threshold) the right to call for a special meeting in their bylaws if:
| The current ownership threshold to call for a special meeting is above 25% of outstanding shares. |
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SSgA FM will vote for management proposals related to special meetings.
Written Consent
SSgA FM will vote for shareholder proposals on written consent at companies if:
| The company does not have provisions in their bylaws giving shareholders the right to call for a special meeting; or |
| The company allows shareholders the right to call for a special meeting but the current ownership threshold to call for a special meeting is above 25% of outstanding shares; and |
| The company has a poor governance profile. |
SSgA FM will vote management proposals on written consent on a case-by-case basis.
SuperMajority
SSgA FM will generally vote against amendments to bylaws requiring super-majority shareholder votes to pass or repeal certain provisions. SSgA FM will vote for the reduction or elimination of super-majority vote requirements, unless management of the issuer was concurrently seeking to or had previously made such a reduction or elimination.
REMUNERATION ISSUES
Despite the differences among the types of plans and the awards possible there is a simple underlying philosophy that guides the analysis of all compensation plans; namely, are the terms of the plan designed to provide an incentive for executives and/or employees to align their interests with those of the shareholders and thus work toward enhancing shareholder value. Plans which benefit participants only when the shareholders also benefit are those most likely to be supported.
Advisory Vote on Executive Compensation and Frequency
SSgA FM believes executive compensation plays a critical role in aligning executives interest with shareholders, attracting, retaining and incentivizing key talent, and ensuring positive
correlation between the performance achieved by management and the benefits derived by shareholders. SSgA FM supports management proposals on executive compensation where there is a strong relationship between executive pay and performance over a five-year period. SSgA FM seeks adequate disclosure of different compensation elements, absolute and relative pay levels, peer selection and benchmarking, the mix of long term and short term incentives, alignment of pay structures with shareholder interests as well as with corporate strategy and performance. Further, shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance on an annual basis.
Employee Equity Award Plans
SSgA FM considers numerous criteria when examining equity award proposals. Generally, SSgA FM does not vote against plans for lack of performance or vesting criteria. Rather, the main criteria that will result in a vote against an equity award plan are:
Excessive voting power dilution To assess the dilutive effect, we divide the number of shares required to fully fund the proposed plan, the number of authorized but unissued shares and the issued but unexercised shares by the fully diluted share count. SSgA FM reviews that number in light of certain factors, including the industry of the issuer.
Historical option grants Excessive historical option grants over the past three years. Plans that provide for historical grant patterns of greater than eight to twelve percent are generally not supported.
Repricing SSgA FM will vote against any plan where repricing is expressly permitted. If a company has a history of repricing underwater options, the plan will not be supported.
Other criteria include the following:
| Number of participants or eligible employees; |
| The variety of awards possible; and |
| The period of time covered by the plan. |
There are numerous factors that we view as negative, and together, may result in a vote against a proposal:
| Grants to individuals or very small groups of participants; |
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| Gun-jumping grants which anticipate shareholder approval of a plan or amendment; |
| The power of the board to exchange underwater options without shareholder approval; this pertains to the ability of a company to reprice options, not the actual act of repricing described above; |
| Below market rate loans to officers to exercise their options; |
| The ability to grant options at less than fair market value; |
| Acceleration of vesting automatically upon a change in control; and |
| Excessive compensation (i.e. compensation plans which are deemed by SSgA FM to be overly dilutive). |
Share Repurchases If a company makes a clear connection between a share repurchase program and its intent to offset dilution created from option plans and the company fully discloses the amount of shares being repurchased, the voting dilution calculation may be adjusted to account for the impact of the buy back.
Companies who do not (i) clearly state the intentions of any proposed share buy-back plan or (ii) disclose a definitive number of the shares to be bought back and, (iii) disclose the time frame during which the shares will be bought back, will not have any such repurchase plan factored into the dilution calculation.
162(m) Plan Amendments If a plan would not normally meet the SSgA FM criteria described above, but is primarily being amended to add specific performance criteria to be used with awards designed to qualify for performance-based exception from the tax deductibility limitations of Section 162(m) of the Internal Revenue Code, then SSgA FM will support the proposal to amend the plan.
Employee Stock Option Plans
SSgA FM generally votes for stock purchase plans with an exercise price of not less than 85% of fair market value. However, SSgA FM takes market practice into consideration.
Compensation Related Items
SSgA FM will generally support the following proposals:
| Expansions to reporting of financial or compensation-related information, within reason; and |
| Proposals requiring the disclosure of executive retirement benefits if the issuer does not have an independent compensation committee. |
SSgA FM will generally vote against the following proposals:
| Retirement bonuses for non-executive directors and auditors. |
MISCELLANEOUS/ROUTINE ITEMS
SSgA FM generally supports the following miscellaneous/routine governance items:
| Reimbursement of all appropriate proxy solicitation expenses associated with the election when voting in conjunction with support of a dissident slate; |
| Opting out of business combination provision; |
| Proposals that remove restrictions on the right of shareholders to act independently of management; |
| Liquidation of the company if the company will file for bankruptcy if the proposal is not approved; |
| Shareholder proposals to put option repricings to a shareholder vote; |
| General updating of or corrective amendments to charter and bylaws not otherwise specifically addressed herein, unless such amendments would reasonably be expected to diminish shareholder rights (e.g. extension of directors term limits, amending shareholder vote requirement to amend the charter documents, insufficient information provided as to the reason behind the amendment); |
| Change in corporation name; |
| Mandates that amendments to bylaws or charters have shareholder approval; |
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| Management proposals to change the date, time, and/or location of the annual meeting unless the proposed change is unreasonable; |
| Repeals, prohibitions or adoption of anti-greenmail provisions; |
| Management proposals to implement a reverse stock split when the number of authorized shares will be proportionately reduced and proposals to implement a reverse stock split to avoid delisting; and |
| Exclusive forum provisions. |
SSgA FM generally does not support the following miscellaneous/ routine governance items:
| Proposals asking companies to adopt full tenure holding periods for their executives; |
| Reincorporation to a location that we believe has more negative attributes than its current location of incorporation; |
| Shareholder proposals to change the date, time, and/or location of the annual meeting unless the current scheduling or location is unreasonable; |
| Proposals to approve other business when it appears as voting item; |
| Proposals giving the board exclusive authority to amend the bylaws; and |
| Proposals to reduce quorum requirements for shareholder meetings below a majority of the shares outstanding unless there are compelling reasons to support the proposal. |
1 | Common for non-US issuers; request from the issuer to discharge from liability the directors or auditors with respect to actions taken by them during the previous year. |
ENVIRONMENTAL AND SOCIAL ISSUES
As a fiduciary, we consider the financial and economic implications of environmental and social issues first and foremost. Environmental and social factors not only can have an impact on the reputation of companies; they may also represent significant operational risks and costs to business.
Well-developed environmental and social management systems can also generate efficiencies and enhance productivity, both of which impact shareholder value in the long-term.
SSgA FM encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long-term. Similarly, companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could result in anything from regulation and litigation, physical threats (severe weather, climate change), economic trends as well as shifts in consumer behavior.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into operations and business activities. SSgA FMs team of analysts evaluates these risks on an issuer-by-issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint.
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State Street Global Advisors Worldwide Entities
Australia: State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia Telephone: +612 9240-7600 Facsimile: +612 9240-7611. Belgium: State Street Global Advisors Belgium, Office Park Nysdam, 92 Avenue Reine Astrid, B-1310 La Hulpe, Belgium Telephone: +32 2 663 2036 Facsimile: +32 2 672 2077. State Street Global Advisors Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada: State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, 1-514-282-2484 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6 Telephone: +647-775-5900. Dubai: State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates Telephone: +971 (0)4-4372800 Facsimile: +971 (0)4-4372818. France: State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France Telephone: (+33) 1 44 45 40 00 Facsimile: (+33) 1 44 45 41 92. Germany: State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich Telephone: +49 (0)89-55878-100 Facsimile: +49 (0)89-55878-440. Hong Kong: State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong Telephone: +852 2103-0288 Facsimile: +852 2103-0200. Ireland: State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers Telephone: +353 (0)1 776 3000 Facsimile: +353 (0)1 776 3300. Italy: State Street Global Advisors Italy, Sede Secondaria di Milano, Via dei Bossi, 4 20121 Milan, Italy Telephone: +39 02 32066 100 Facsimile: +39 02 32066 155. State Street Global Advisors Italy is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Japan: State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239 Telephone: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands Telephone: + 31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D) Telephone: +65 6826-7500 Facsimile: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich Telephone: +41 (0)44 245 70 00 Facsimile: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ Telephone: +020 3395 6000 Facsimile: +020 3395 6350. United States: State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900 Telephone: (617) 664-4738.
Web: ssga.com
The views expressed in this material are the views of State Street Global Advisors Corporate Governance Team through the period ended March 17, 2014 and are subject to change based on market and other conditions. This document contains certain statements that may be deemed forward-looking statements. Please note that any such statements are not guarantees of any future performance and actual results or developments may differ materially from those projected.
State Street Global Advisors generally delegates commodities management for separately managed accounts to State Street Global Advisors FM, a wholly owned subsidiary of State Street and an affiliate of State Street Global Advisors. State Street Global Advisors FM is registered as a commodity trading advisor (CTA) with the Commodity Futures Trading Commission and National Futures Association.
This communication is not specifically directed to investors of separately managed accounts (SMA) utilizing futures, options on futures or swaps. State Street Global Advisors FM CTA clients should contact State Street Global Advisors Relationship Management for important CTA materials.
Investing involves risk including the risk of loss of principal.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSgAs express written consent.
The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investors particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor. All material has been obtained from sources believed to be reliable. There is no representation or warranty as to the accuracy of the information and State Street shall have no liability for decisions based on such information.
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State Street Global Advisors is the investment management business of State Street Corporation (NYSE: STT), one of the worlds leading providers of financial services to institutional investors. |
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© 2014 State Street Corporation. All Rights Reserved. | 10 | ID1060-INST-4624 0414 Exp. Date: 4/30/2015 |
State Street Global Advisors Funds Management, Inc., (SSgA FM) European Proxy Voting and Engagement Guidelines cover different corporate governance frameworks and practices in European markets excluding the United Kingdom and Ireland. This policy complements and should be read in conjunction with SSgA FMs overarching Global Proxy Voting and Engagement Principles which provide a detailed explanation of SSgA FMs approach to voting and engaging with companies.
SSgA FMs Proxy Voting and Engagement Guidelines in European markets address areas including board structure, audit related issues, capital structure, remuneration, environmental, social and other governance related issues. Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy, overseeing executive management and monitoring the risks that arise from a companys business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.
When voting and engaging with companies in European markets, SSgA FM considers market specific nuances in the manner that we believe will most likely protect and promote the long-term economic value of client investments. SSgA FM expects companies to observe the relevant laws and regulations of their respective markets as well as country specific best practice guidelines and corporate governance codes. When we feel that a countrys regulatory requirements do not address some of the key philosophical principles that SSgA FM believes are fundamental to its global voting guidelines, we may hold companies in such markets to our global standards.
In its analysis and research in to corporate governance issues in European companies, SSgA FM also considers guidance issued by the European Commission. Companies should provide detailed explanations under diverse comply or explain approaches, especially where they fail to meet requirements and why any such non-compliance would serve shareholders long-term interests.
SSgA FMS PROXY VOTING AND ENGAGEMENT PHILOSOPHY
In our view, corporate governance and sustainability issues are an integral part of the investment process. The Corporate Governance Team consists of investment professionals with expertise in corporate governance and company law, remuneration, accounting as well as environmental and social issues. SSgA FM has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSgA FM engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagement to address significant shareholder concerns and environmental, social and governance (ESG) issues in a manner consistent with maximizing shareholder value.
The team works alongside members of SSgA FMs active fundamental and EMEA investment teams; collaborating on issuer engagement and providing input on company specific fundamentals. SSgA FM is also a member of various investor associations that seek to address broader corporate governance related policy issues in European markets.
SSgA FM is a signatory to the United Nations Principles of Responsible Investment (UNPRI) and is compliant with the UK Stewardship Code. We are committed to sustainable investing and are working to further integrate ESG principles into investment and corporate governance practice, where applicable and consistent with our fiduciary duty.
DIRECTORS AND BOARDS
SSgA FM believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. SSgA FM votes for the election/reelection of directors on a case-by-case basis after considering various factors including general market practice and availability of information on director skills and expertise. In principle, SSgA FM believes independent directors are crucial to good corporate governance and help management establish sound corporate governance policies and practices.
A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect shareholder interests.
SSgA FMs broad criteria for director independence in European companies include factors such as:
| Participation in relatedparty transactions and other business relations with the company; |
| Employment history with company; |
| Relations with controlling shareholders; |
| Family ties with any of the companys advisers, directors or senior employees; |
| Employee and government representatives; and |
| Overall average board tenure and individual director tenure at issuers with classified and de-classified boards, respectively. |
While, overall board independence requirements and board structures differ from market to market, SSgA FM considers voting against directors it deems nonindependent if overall board independence is below one third. SSgA FM also assesses the division of responsibilities between chairman and CEO on a casebycase basis, giving consideration to factors such
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as overall level of independence on the board and general corporate governance standards in the company. SSgA FM may also not support a proposal to discharge the board, if a company fails to meet adequate governance standards or board level independence.
When considering the election or re-election of a non-executive director, SSgA FM also considers the number of outside board directorships a non-executive can undertake and attendance at board meetings. In addition, SSgA FM may vote against the election of a director whose biographical disclosures are insufficient to assess his or her role on the board and/or independence.
Although we generally are in favour of the annual election of directors, we recognise that director terms vary considerably in different European markets. SSgA FM may vote against article/ bylaw changes that seek to extend director terms. In addition, in certain markets, SSgA FM may vote against directors if their director terms extend beyond four years.
SSgA FM believes companies should have relevant board level committees for audit, remuneration and nomination oversight. The audit committee is responsible for monitoring the integrity of the financial statements of the company, appointing external auditors, monitoring their qualifications and independence as well their effectiveness and resource levels. Similarly, executive pay is an important aspect of corporate governance, and it should be determined by the board of directors and SSgA FM expects companies to have in place remuneration committees to provide independent oversight over executive pay. SSgA FM may vote against nominees who are executive members of audit or remuneration committees.
In its analysis of boards, SSgA FM considers whether board members have adequate skills to provide effective oversight of corporate strategy, operations and risks, including environmental and social issues. Boards should also have a regular evaluation process in place to assess the effectiveness of the board and the skills of board members to address issues such as emerging risks, changes to corporate strategy and diversification of operations and geographic footprint.
In certain European markets it is not uncommon for the election of directors to be presented in a single slate. In these cases, where executives serve on the audit or the remuneration committees, SSgA FM may vote against the entire slate.
SSgA FM may also consider factors such as board performance and directors who appear to be remiss in the performance of their oversight responsibilities. (e.g. fraud, criminal wrongdoing, breach of fiduciary responsibilities)
Indemnification and limitations on liability
Generally, SSgA FM supports proposals to limit directors liability and/or expand indemnification and liability protection up to the limit provided by law, if he or she has not acted in bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
AUDIT RELATED ISSUES
Companies should have robust internal audit and internal control systems designed for effective management of any potential and emerging risks to company operations and strategy. The responsibility of setting out an internal audit function lies with the audit committee, which should have as members independent non-executive directors.
Appointment of External Auditors
SSgA FM believes that a companys auditor is an essential feature of an effective and transparent system of external supervision and shareholders should be given the opportunity to vote on their appointment or re-appoint at the annual meeting. When appointing external auditors and approving audit fees, SSgA FM will take into consideration the level of detail in company disclosures and will generally not support such resolutions if adequate breakdown is not provided and if non-audit fees are more than 50% of audit fees. In addition, SSgA FM may vote against members of the audit committee if we have concerns with audit related issues or if the level of non-audit fees to audit fees is significant. In certain circumstances, SSgA FM may consider auditor tenure when evaluating the audit process.
Limit Legal Liability of External Auditors
SSgA FM generally opposes limiting the legal liability of audit firms as we believe this could create a negative impact on the quality of the audit function.
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SHAREHOLDER RIGHTS AND CAPITAL RELATED ISSUES
In some European markets, differential voting rights continue to exist. SSgA FM supports the one share one vote policy and favours a share structure where all shares have equal voting rights. SSgA FM believes pre-emption rights should be introduced for shareholders in order to provide adequate protection from being overly diluted from the issuance of new shares or convertible securities to third parties or a small number of select shareholders.
Unequal Voting Rights
SSgA FM generally opposes proposals authorizing the creation of new classes of common stock with superior voting rights and will generally oppose new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights. In addition, SSgA FM will not support capitalization changes that add classes of stock with undefined voting rights or classes that may dilute the voting interests of existing shareholders. SSgA FM supports proposals to abolish voting caps and capitalization changes that eliminate other classes of stock and/or unequal voting rights.
Increase in Authorized Capital
The ability raise capital is critical for companies to carry out strategy, grow, and achieve returns above their cost of capital. The approval of capital raising activities is fundamental to shareholders ability to monitor the amounts of proceeds and to ensure capital is deployed efficiently. SSgA FM supports capital increases that have sound business reasons and are not excessive relative to a companys existing capital base.
Pre-emption rights are a fundamental right for shareholders to protect their investment in a company. Where companies seek to issue new shares whilst disapplying preemption rights, SSgA FM may vote against if such authorities are greater than 20% of the issued share capital. SSgA FM may also vote against resolutions seeking authority to issue capital with pre-emption rights if the aggregate amount allowed seems excessive and is not justified by the board. Generally, we are against capital issuance proposals greater than 100% of the issued share capital when the proceeds are not intended for a specific purpose.
Share Repurchase Programs
SSgA FM generally supports a proposal to repurchase shares, other than if the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, and the time frame for the repurchase. SSgA FM may vote against share re-purchase requests that allow share re-purchases during a takeover period.
Dividends
SSgA FM generally supports dividend payouts that constitute 30% or more of net income. SSgA FM may vote against the dividend payouts if the dividend payout ratio has been consistently below 30% without adequate explanation; or, the payout is excessive given the companys financial position. Particular attention will be paid where the payment may damage the companys long-term financial health.
Related Party Transactions
Certain companies in European markets have a controlled ownership structure and have complex cross-shareholdings between subsidiaries and parent companies (related companies). Such structures may result in the prevalence of related-party transactions between the company and its various stakeholders such as directors and management, subsidiaries and shareholders. In markets where shareholders are required to approve such transactions, SSgA FM expects companies to provide details of the transaction, such as the nature, value and purpose of such a transaction. It also encourages independent directors to ratify such transactions. Further, SSgA FM encourages companies to describe the level of independent board oversight and the approval process, including details of any independent valuations provided by financial advisors on related-party transactions.
Mergers and Acquisitions
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the corporation. Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders rights are not supported.
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SSgA FM will generally support transactions that maximize shareholder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSgA FM may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price. |
AntiTakeover Measures
European markets have diverse regulations concerning the use of share issuances as takeover defenses with legal restrictions lacking in some markets. SSgA FM supports a one-share, one-vote policy, for example, given that dual-class capital structures entrench certain shareholders and management, insulating them from possible takeovers. SSgA FM opposes unlimited share issuance authorizations as they may be used as antitakeover devices, and they have the potential for substantial voting and earnings dilution. SSgA FM also monitors the duration of authorities to issue shares and whether there are restrictions and caps on multiple issuance authorities during the specified time periods. SSgA FM opposes antitakeover defenses such as authorities for the board, when subject to a hostile takeover, to issue warrants convertible into shares to existing shareholders.
REMUNERATION
Executive Pay
Despite the differences among the types of plans and awards possible, there is a simple underlying philosophy that guides SSgA FMs analysis of executive paythere should be a direct relationship between remuneration and company performance over the long-term.
Shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance. When assessing remuneration reports, SSgA FM considers factors such as adequate disclosure of different remuneration elements, absolute and relative pay levels, peer selection and benchmarking, the mix of long-term and short-term incentives, alignment of pay structures with shareholder interests as well as with corporate strategy and performance. SSgA FM may oppose remuneration reports where pay seems misaligned with shareholders interests. SSgA FM may also vote against the re-election of members of the remuneration committee if we have serious concerns over remuneration practices and the company has not been responsive to shareholder pressure to review its approach.
Equity Incentives Plans
SSgA FM may not support proposals on equity-based incentive plans where insufficient information is provided on matters such as grant limits, performance metrics, performance and vesting periods and overall dilution. SSgA FM does not generally support options under such plans being issued at a discount to market price or plans that allow for re-testing of performance metrics.
NonExecutive Director Pay
In European markets, authorities seeking shareholder approval for non-executive directors fees are generally not controversial. SSgA FM generally supports resolutions regarding directors fees unless disclosure is poor and we are unable to determine whether they are excessive relative to fees paid by other companies in the same country or industry. SSgA FM will evaluate on a company-by-company basis any non-cash or performance related pay to non-executive directors.
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RISK MANAGEMENT
SSgA FM believes that risk management is a key function of the board, which is responsible for setting the overall risk appetite of a company and for providing oversight on the risk management process established by senior executives at a company. SSgA FM allows boards discretion over how they provide oversight in this area. However, SSgA FM expects companies to disclose how the board provides oversight on its risk management system and to identify key risks facing the company. Boards should also review existing and emerging risks as they can change with a changing political and economic landscape, or as companies diversify or expand their operations into new areas.
Environmental and Social Issues
As a fiduciary, SSgA FM considers the financial and economic implications of environmental and social issues first and foremost. In this regard, SSgA FM supports environmental and social related items that we believe would protect or enhance shareholder value. Environmental and social factors not only can have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems can also generate efficiencies and enhance productivity, both of which impact shareholder value in the long-term.
SSgA FM encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long-term. Similarly, Companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could result in anything from regulation and litigation, physical threats (severe weather, climate change), economic trends as well as shifts in consumer behavior.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into operations and business activities. SSgA FMs team of analysts evaluates these risks and shareholder proposals relating to them on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint. SSgA FM may also take action against the re-election of members of the board if we have serious concerns over ESG practices and the company has not been responsive to shareholder pressure.
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State Street Global Advisors Worldwide Entities
Australia: State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia Telephone: +612 9240-7600 Facsimile: +612 9240-7611. Belgium: State Street Global Advisors Belgium, Office Park Nysdam, 92 Avenue Reine Astrid, B-1310 La Hulpe, Belgium Telephone: +32 2 663 2036 Facsimile: +32 2 672 2077. State Street Global Advisors Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada: State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, 1-514-282-2484 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6 Telephone: +647-775-5900. Dubai: State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates Telephone: +971 (0)4-4372800 Facsimile: +971 (0)4-4372818. France: State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France Telephone: (+33) 1 44 45 40 00 Facsimile: (+33) 1 44 45 41 92. Germany: State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich Telephone: +49 (0)89-55878-100 Facsimile: +49 (0)89-55878-440. Hong Kong: State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong Telephone: +852 2103-0288 Facsimile: +852 2103-0200. Ireland: State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers Telephone: +353 (0)1 776 3000 Facsimile: +353 (0)1 776 3300. Italy: State Street Global Advisors Italy, Sede Secondaria di Milano, Via dei Bossi, 4 20121 Milan, Italy Telephone: +39 02 32066 100 Facsimile: +39 02 32066 155. State Street Global Advisors Italy is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Japan: State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239 Telephone: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands Telephone: + 31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D) Telephone: +65 6826-7500 Facsimile: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich Telephone: +41 (0)44 245 70 00 Facsimile: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ Telephone: +020 3395 6000 Facsimile: +020 3395 6350. United States: State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900 Telephone: (617) 664-4738.
Web: ssga.com
The views expressed in this material are the views of State Street Global Advisors Corporate Governance Team through the period ended March 17, 2014 and are subject to change based on market and other conditions. This document contains certain statements that may be deemed forward-looking statements. Please note that any such statements are not guarantees of any future performance and actual results or developments may differ materially from those projected. Past performance is no guarantee of future results.
State Street Global Advisors generally delegates commodities management for separately managed accounts to State Street Global Advisors FM, a wholly owned subsidiary of State Street and an affiliate of State Street Global Advisors. State Street Global Advisors FM is registered as a commodity trading advisor (CTA) with the Commodity Futures Trading Commission and National Futures Association.
This communication is not specifically directed to investors of separately managed accounts (SMA) utilizing futures, options on futures or swaps. State Street Global Advisors FM CTA clients should contact State Street Global Advisors Relationship Management for important CTA materials.
Investing involves risk including the risk of loss of principal.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSgAs express written consent.
The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investors particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor. All material has been obtained from sources believed to be reliable. There is no representation or warranty as to the accuracy of the information and State Street shall have no liability for decisions based on such information.
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State Street Global Advisors is the investment management business of State Street Corporation (NYSE: STT), one of the worlds leading providers of financial services to institutional investors. |
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© 2014 State Street Corporation. All Rights Reserved. | 7 | ID1058-INST-4622 0414 Exp. Date: 3/31/2015 |
State Street Global Advisors Funds Management, Inc., (SSgA FM) UK Proxy Voting and Engagement Guidelines outline our expectations of companies listed on stock exchanges in the United Kingdom and Ireland. This policy complements and should be read in conjunction with SSgA FMs Global Proxy Voting and Engagement Principles which provide a detailed explanation of SSgA FMs approach to voting and engaging with companies.
SSgA FMs UK Proxy Voting and Engagement Guidelines address areas including board structure, audit related issues, capital structure, remuneration, environmental, social and other governance related issues. Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy, overseeing executive management to monitoring the risks that arise from a companys business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.
When voting and engaging with companies in global markets, SSgA FM considers market specific nuances in the manner that we believe will most likely protect and promote the long-term economic value of client investments. SSgA FM expects companies to observe the relevant laws and regulations of their respective markets as well as country specific best practice guidelines and corporate governance codes. When we feel that a countrys regulatory requirements do not address some of the key philosophical principles that SSgA FM believes are fundamental to its global voting guidelines, we may hold companies in such markets to our global standards.
In its analysis and research into corporate governance issues in the UK and Ireland, SSgA FM expects all companies, regardless of domicile, that obtain a primary listing on the London Stock Exchange or the Irish Stock Exchange to comply with the UK Corporate Governance Code. Companies should provide detailed explanations under the Codes comply or explain approach, especially where they fail to meet requirements and why any such non-compliance would serve shareholders long-term interests.
SSgA FMS PROXY VOTING AND ENGAGEMENT PHILOSOPHY
In our view, corporate governance and sustainability issues are an integral part of the investment process. The Corporate Governance Team consists of investment professionals with expertise in corporate governance and company law, remuneration, accounting as well as environmental and social issues. SSgA FM has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSgA FM engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagement to address significant shareholder concerns and environmental, social and governance (ESG) issues in a manner consistent with maximizing shareholder value.
The team works alongside members of SSgA FMs active fundamental and EMEA investment teams; collaborating on issuer engagement and providing input on company specific fundamentals. SSgA FM is also a member of various investor associations that seek to address broader corporate governance related policy issues in the UK and European markets.
SSgA FM is a signatory to the United Nations Principles of Responsible Investment (UNPRI) and is compliant with the UK Stewardship Code. We are committed to sustainable investing and are working to further integrate ESG principles into investment and corporate governance practice, where applicable and consistent with our fiduciary duty.
DIRECTORS AND BOARDS
SSgA FM believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. SSgA FM votes for the election/re-election of directors on a case-by-case basis after considering various factors including general market practice and availability of information on director skills and expertise. In principle, SSgA FM believes independent directors are crucial to good corporate governance and help management establish sound corporate governance policies and practices.
A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect shareholder interests.
SSgA FMs broad criteria for director independence in UK companies include factors such as:
| Participation in related-party transactions and other business relations with the company; |
| Employment history with company; |
| Excessive tenure and a preponderance of long-tenured directors: |
| Relations with controlling shareholders; and |
| Family ties with any of the companys advisers, directors or senior employees. |
When considering the election or re-election of a director, SSgA FM also considers the number of outside board directorships a non-executive and an executive may undertake as well as attendance at board meetings. In addition, SSgA FM monitors other factors that may influence the independence
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of a non-executive director, such as performance related pay, cross-directorships, significant shareholdings and tenure. SSgA FM supports the annual election of directors.
While SSgA FM is generally supportive of having the roles of chairman and CEO separated in the UK market, SSgA FM assesses the division of responsibilities between chairman and CEO on a case-by-case basis, giving consideration to factors such as the companys specific circumstances, overall level of independence on the board and general corporate governance standards in the company. Similarly, SSgA FM will monitor for circumstances where a combined chairman/CEO is appointed or where a former CEO becomes chairman.
SSgA FM may also consider factors such as board performance and directors who appear to be remiss in the performance of their oversight responsibilities when considering their suitability for reappointment. (e.g. fraud, criminal wrongdoing, breach of fiduciary responsibilities).
SSgA FM believes companies should have committees for audit, remuneration and nomination oversight. The audit committee is responsible for monitoring the integrity of the financial statements of the company, appointing external auditors, monitoring their qualifications and independence as well their effectiveness and resource levels. Similarly, executive pay is an important aspect of corporate governance, and it should be determined by the board of directors and SSgA FM expects companies to have in place remuneration committees to provide independent oversight over executive pay. SSgA FM will vote against nominees who are executive members of audit or remuneration committees.
In its analysis of boards, SSgA FM considers whether board members have adequate skills to provide effective oversight of corporate strategy, operations and risks, including environmental and social issues. Boards should also have a regular evaluation process in place to assess the effectiveness of the board and the skills of board members to address issues such as emerging risks, changes to corporate strategy and diversification of operations and geographic footprint. The nomination committee is responsible for evaluating and keeping under review the balance of skills, knowledge and experience of the board and ensuring that adequate succession plans are in place for directors and the CEO. SSgA FM may vote against the
re-election of members of the nomination committee if, over time, the board has failed to address concerns over board structure or succession.
Indemnification and limitations on liability
Generally, SSgA FM supports proposals to limit directors liability and/or expand indemnification and liability protection up to the limit provided by law, if he or she has not acted in bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
AUDIT RELATED ISSUES
Companies should have robust internal audit and internal control systems designed for effective management of any potential and emerging risks to company operations and strategy. The responsibility of setting out an internal audit function lies with the audit committee, which should have as members independent non-executive directors.
Appointment of External Auditors
SSgA FM believes that a companys auditor is an essential feature of an effective and transparent system of external supervision and shareholders should be given the opportunity to vote on their appointment or re-appoint at the annual meeting. When appointing external auditors and approving audit fees, SSgA FM will take into consideration the level of detail in company disclosures and will generally not support such resolutions if an adequate breakdown is not provided and if non-audit fees are more than 50% of audit fees. In addition, SSgA FM may vote against members of the audit committee if we have concerns with audit related issues or if the level of non-audit fees to audit fees is significant. In certain circumstances, SSgA FM may consider auditor tenure when evaluating the audit process.
Limit Legal Liability of External Auditors
SSgA FM generally opposes limiting the legal liability of audit firms as we believe this could create a negative impact on the quality of the audit function.
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SHAREHOLDER RIGHTS AND CAPITAL RELATED ISSUES
Share Issuances
The ability to raise capital is critical for companies to carry out strategy, grow, and achieve returns above their cost of capital. The approval of capital raising activities is fundamental to shareholders ability to monitor the amounts of proceeds and to ensure capital is deployed efficiently. SSgA FM supports capital increases that have sound business reasons and are not excessive relative to a companys existing capital base.
Pre-emption rights are a fundamental right for shareholders to protect their investment in a company. Where companies seeks to issue new shares whilst dis-applying pre-emption rights, SSgA FM may vote against if such authorities are greater than 20% of the issued share capital. SSgA FM may also vote against resolutions seeking authority to issue capital with pre-emption rights if the aggregate amount allowed seems excessive and is not justified by the board. Generally, we are against capital issuance proposals greater than 100% of the issued share capital when the proceeds are not intended for a specific purpose.
Share Repurchase Programs
SSgA FM generally supports a proposal to repurchase shares, other than if the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, and the time frame for the repurchase. SSgA FM may vote against share re-purchase requests that allow share re-purchases during a takeover period.
Dividends
SSgA FM generally supports dividend payouts that constitute 30% or more of net income. SSgA FM may vote against the dividend payouts if the dividend payout ratio has been consistently below 30% without adequate explanation; or, the payout is excessive given the companys financial position. Particular attention will be paid where the payment may damage the companys long term financial health.
Mergers and Acquisitions
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the corporation. Proposals that are in the best interests of the shareholders,
demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders rights are not supported.
SSgA FM will generally support transactions that maximize share-holder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSgA FM may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price. |
Anti-Takeover Measures
SSgA FM opposes antitakeover defenses such as authorities for the board when subject to a hostile takeover to issue warrants convertible into shares to existing shareholders.
REMUNERATION
Executive Pay
Despite the differences among the types of plans and awards possible, there is a simple underlying philosophy that guides SSgA FMs analysis of executive paythere should be a direct relationship between remuneration and company performance over the long-term.
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Shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance. When assessing remuneration policies and reports, SSgA FM considers factors such as adequate disclosure of different remuneration elements, absolute and relative pay levels, peer selection and benchmarking, the mix of long-term and short-term incentives, alignment of pay structures with shareholder interests as well as with corporate strategy and performance. SSgA FM may oppose remuneration reports where pay seems misaligned with shareholders interests. SSgA FM may also vote against the re-election of members of the remuneration committee if we have serious concerns over remuneration practices and the company has not been responsive to shareholder pressure.
Equity Incentives Plans
SSgA FM may not support proposals on equity-based incentive plans where insufficient information is provided on matters such as grant limits, performance metrics, performance and vesting periods and overall dilution. SSgA FM does not generally support options under such plans being issued at a discount to market price or plans that allow for re-testing of performance metrics.
Non-Executive Director Pay
Authorities seeking shareholder approval for non-executive directors fees are generally not controversial. SSgA FM generally supports resolutions regarding directors fees unless disclosure is poor and we are unable to determine whether they are excessive relative to fees paid by other companies in the same country or industry. SSgA FM will evaluate on a company-by-company basis any non-cash or performance related pay to non-executive directors.
RISK MANAGEMENT
SSgA FM believes that risk management is a key function of the board, which is responsible for setting the overall risk appetite of a company and for providing oversight on the risk management process established by senior executives at a company. SSgA FM allows boards discretion over how they provide oversight in this area. However, SSgA FM expects companies to disclose how the board provides oversight on its
risk management system and to identify key risks facing the company. Boards should also review existing and emerging risks as they can change with a changing political and economic landscape, or as companies diversify or expand their operations into new areas.
Environmental and Social Issues
As a fiduciary, SSgA FM considers the financial and economic implications of environmental and social issues first and foremost. In this regard, SSgA FM supports environmental and social related items that we believe would protect or enhance shareholder value. Environmental and social factors not only can have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems can also generate efficiencies and enhance productivity, both of which impact shareholder value in the long-term.
SSgA FM encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long-term. Similarly, companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could result in anything from regulation and litigation, physical threats (severe weather, climate change), economic trends as well as shifts in consumer behavior.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into operations and business activities. SSgA FMs team of analysts evaluates these risks and shareholder proposals relating to them on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint. SSgA FM may also take action against the re-election of members of the board if we have serious concerns over ESG practices and the company has not been responsive to shareholder pressure.
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State Street Global Advisors Worldwide Entities
Australia: State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia Telephone: +612 9240-7600 Facsimile: +612 9240-7611. Belgium: State Street Global Advisors Belgium, Office Park Nysdam, 92 Avenue Reine Astrid, B-1310 La Hulpe, Belgium Telephone: +32 2 663 2036 Facsimile: +32 2 672 2077. State Street Global Advisors Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada: State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, 1-514-282-2484 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6 Telephone: +647-775-5900. Dubai: State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates Telephone: +971 (0)4-4372800 Facsimile: +971 (0)4-4372818. France: State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France Telephone: (+33) 1 44 45 40 00 Facsimile: (+33) 1 44 45 41 92. Germany: State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich Telephone: +49 (0)89-55878-100 Facsimile: +49 (0)89-55878-440. Hong Kong: State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong Telephone: +852 2103-0288 Facsimile: +852 2103-0200. Ireland: State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers Telephone: +353 (0)1 776 3000 Facsimile: +353 (0)1 776 3300. Italy: State Street Global Advisors Italy, Sede Secondaria di Milano, Via dei Bossi, 4 20121 Milan, Italy Telephone: +39 02 32066 100 Facsimile: +39 02 32066 155. State Street Global Advisors Italy is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Japan: State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239 Telephone: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands Telephone: + 31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D) Telephone: +65 6826-7500 Facsimile: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich Telephone: +41 (0)44 245 70 00 Facsimile: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ Telephone: +020 3395 6000 Facsimile: +020 3395 6350. United States: State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900 Telephone: (617) 664-4738.
Web: ssga.com
The views expressed in this material are the views of State Street Global Advisors Corporate Governance Team through the period ended March 17, 2014 and are subject to change based on market and other conditions. This document contains certain statements that may be deemed forward-looking statements. Please note that any such statements are not guarantees of any future performance and actual results or developments may differ materially from those projected. Past performance is no guarantee of future results.
Investing involves risk including the risk of loss of principal.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSgAs express written consent.
The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investors particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor. All material has been obtained from sources believed to be reliable. There is no representation or warranty as to the accuracy of the information and State Street shall have no liability for decisions based on such information.
State Street Globoal Advisors generally delegates commodities management for separately managed accounts to State Street Global Advisors FM, a wholly owned subsidiary of State Street and an affiliate of State Street Global Advisors. State Street Global Advisors FM is registered as a commodity trading advisor (CTA) with the Commodity Futures Trading Commission and National Futures Association.
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State Street Global Advisors is the investment management business of State Street Corporation (NYSE: STT), one of the worlds leading providers of financial services to institutional investors. |
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© 2014 State Street Corporation. All Rights Reserved. | 6 | ID1059-INST-4623 0414 Exp. Date: 4/30/2015 |
State Street Global Advisors Funds Management, Inc., (SSgA FM) Emerging Market Proxy Voting and Engagement Guidelines cover different corporate governance frameworks and practices in emerging markets. This policy complements and should be read in conjunction with SSgA FMs overarching Global Proxy Voting and Engagement Principles which provides a detailed explanation of SSgA FMs approach to voting and engaging with companies.
At SSgA FM, we recognize that countries in emerging markets are disparate in their corporate governance frameworks and practices. Concurrent with developing a company specific voting and engagement program, SSgA FM also evaluates the various factors that play into the corporate governance framework of a country. These factors include: (i) the macroeconomic conditions and broader political system in a country: (ii) quality of regulatory oversight, enforcement of property and shareholder rights; and (iii) the independence of judiciaryto name a few. While emerging market countries tend to pose broad common governance issues across all markets, such as concentrated ownership, poor disclosure of financial and related-party transactions, and weak enforcement of rules and regulation, SSgA FMs emerging market proxy voting policy is designed to identify and address specific governance concerns in each market.
SSgA FMS PROXY VOTING AND ENGAGEMENT PHILOSOPHY IN EMERGING MARKETS
SSgA FMs approach to proxy voting and issuer engagement in emerging markets is designed to increase the value of our investments through the mitigation of governance risks. Since the overall quality of the corporate governance framework in an emerging market country drives the level of governance risks investors assign to a country, improving the macro governance framework in a country may help reduce governance risks, in turn, increasing the overall value of SSgA FMs holdings over time. Therefore, in order to improve the overall governance framework and practices in a country, members of our proxy voting and engagement team endeavor to visit emerging market countries and meet with representatives from regulatory agencies and stock markets to highlight potential concerns with the macro governance framework of a country. SSgA FM is also a member of various investor associations that seek to address broader corporate governance related policy issues in emerging markets. To help mitigate company specific risk, the team works alongside members of the active fundamental and emerging market teams to engage with emerging market companies on governance issues and address any specific concerns or to get more information regarding shareholder items that are to be voted on at upcoming shareholder meetings. This integrated approach to engagement drives SSgA FMs proxy voting and engagement philosophy in emerging markets.
SSgA FMs proxy voting guidelines in emerging markets addresses six broad areas:
| Directors and Boards; |
| Accounting and Audit Related Issues; |
| Shareholder Rights and Capital Related Issues; |
| Remuneration; |
| Environmental and Social Issues; and |
| General/Routine Issues. |
DIRECTORS AND BOARDS
SSgA FM believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company.
However, several factors such as low overall independence level requirements by market regulators, poor biographical disclosure of director profiles, prevalence of related-party transactions and the general resistance from controlling shareholders to increase board independence renders the election of directors as one of the most important fiduciary duties SSgA FM performs in emerging market companies.
SSgA FM votes for the election/re-election of directors on a case-by-case basis after considering various factors including general market practice and availability of information on director skills and expertise.
SSgA FMs broad criteria for director independence in emerging market companies include factors such as:
| Participation in related-party transactions; |
| Employment history with company; |
| Relations with controlling shareholders and other employees; and |
| Attendance levels. |
AUDIT RELATED ISSUES
The disclosure and availability of reliable financial statements in a timely manner is imperative for the investment process. As a result, board oversight of internal controls and the independence of the audit process are essential if investors are to rely on financial statements. SSgA FM believes that audit committees provide the necessary oversight on the selection and appointment of auditors, a companys internal controls and accounting policies, and the overall audit process. In emerging markets, SSgA FM encourages boards to appoint an audit committee composed of a majority of independent auditors.
Appointment of External Auditors
SSgA FM believes that a companys auditor is an essential feature of an effective and transparent system of external supervision and shareholders should be given the opportunity to vote on their appointment or re-appoint at the annual meeting. SSgA FM believes that it is imperative for audit committees to select outside auditors who are independent from management.
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SHAREHOLDER RIGHTS AND CAPITAL RELATED ISSUES
SSgA FM believes that changes to a companys capital structure such as changes in authorized share capital, share repurchase and debt issuances are critical decisions made by the board. SSgA FM believes the company should have a well explained business rationale that is consistent with corporate strategy and should not overly dilute its shareholders.
Related Party Transcations
Most companies in emerging markets have a controlled ownership structure that often include complex cross- shareholding between subsidiaries and parent companies (related companies). As a result, there is a high prevalence of related-party transactions between the company and its various stakeholders such as directors and management. In addition, inter-group loan and loan guarantees provided to related companies are some of the other related-party transactions that increase the risk profile of companies. In markets where shareholders are required to approve such transactions, SSgA FM expects companies to provide details of the transaction, such as the nature, value and purpose of such a transaction. It also encourages independent directors to ratify such transactions.Further, SSgA FM encourages companies to describe the level of independent board oversight and the approval process, including details of any independent valuations provided by financial advisors on related-party transactions.
Share Repurchase Programs
With regard to share repurchase programs, SSgA FM expects companies to clearly state the business purpose for the program, a definitive number of shares to be repurchased, and the time frame for the repurchase.
Mergers and Acquisitions
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the corporation. Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In general, provisions that are not viewed as
economically sound or are thought to be destructive to shareholders rights are not supported.
SSgA FM evaluates mergers and structural reorganizations on a case-by-case basis. SSgA FM will generally support transactions that maximize shareholder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSgA FM may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price. |
REMUNERATION
SSgA FM considers it to be the boards responsibility to set appropriate level of executive compensation. Despite the differences among the types of plans and the awards possible, there is a simple underlying philosophy that guides SSgA FMs analysis of executive compensation; there should be a direct relationship between executive compensation and company performance over the long term. In emerging markets we encourage companies to disclose information on senior executive remuneration.
With regard to director remuneration, SSgA FM supports director pay provided the amounts are not excessive relative to other issuers in the market or industry and are not overly dilutive to existing shareholders.
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ENVIRONMENTAL AND SOCIAL ISSUES
As a fiduciary, SSgA FM considers the financial and economic implications of environmental and social issues first and foremost. In this regard, SSgA FM supports environmental and social related items that we believe would protect or enhance shareholder value. Environmental and social factors can not only have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems generate efficiencies and enhance productivity, both of which impact shareholder value in the long-term.
SSgA FM encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. Companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support
efforts by companies to try to demonstrate how sustainability fits into operations and business activities. SSgA FMs team of analysts evaluates these risks on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint.
In emerging markets, shareholders seldom vote on environmental and social issues. Therefore, SSgA FM addresses a companys approach to identifying and managing environmental and social risks stemming for various aspects of its operations in its one-on-one engagement with companies.
GENERAL /ROUTINE ISSUES
Some of the other issues that are routinely voted on in emerging markets include approving the allocation of income and accepting financial statements and statutory reports. For these voting items, SSgA FMs policies consider several factors including historical dividend payouts, pending litigation, governmental investigation, charges of fraud or other indication of significant concerns.
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State Street Global Advisors Worldwide Entities
Australia: State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia Telephone: +612 9240-7600 Facsimile: +612 9240-7611. Belgium: State Street Global Advisors Belgium, Office Park Nysdam, 92 Avenue Reine Astrid, B-1310 La Hulpe, Belgium Telephone: +32 2 663 2036 Facsimile: +32 2 672 2077. State Street Global Advisors Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada: State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, 1-514-282-2484 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6 Telephone: +647-775-5900. Dubai: State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates Telephone: +971 (0)4-4372800 Facsimile: +971 (0)4-4372818. France: State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France Telephone: (+33) 1 44 45 40 00 Facsimile: (+33) 1 44 45 41 92. Germany: State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich Telephone: +49 (0)89-55878-100 Facsimile: +49 (0)89-55878-440. Hong Kong: State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong Telephone: +852 2103-0288 Facsimile: +852 2103-0200. Ireland: State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers Telephone: +353 (0)1 776 3000 Facsimile: +353 (0)1 776 3300. Italy: State Street Global Advisors Italy, Sede Secondaria di Milano, Via dei Bossi, 4 20121 Milan, Italy Telephone: +39 02 32066 100 Facsimile: +39 02 32066 155. State Street Global Advisors Italy is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Japan: State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239 Telephone: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands Telephone: + 31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D) Telephone: +65 6826-7500 Facsimile: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich Telephone: +41 (0)44 245 70 00 Facsimile: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ Telephone: +020 3395 6000 Facsimile: +020 3395 6350. United States: State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900 Telephone: (617) 664-4738.
Web: ssga.com
The views expressed in this material are the views of State Street Global Advisors Corporate Governance Team through the period ended March 17, 2014 and are subject to change based on market and other conditions. This document contains certain statements that may be deemed forward-looking statements. Please note that any such statements are not guarantees of any future performance and actual results or developments may differ materially from those projected.
State Street Global Advisors generally delegates commodities management for separately managed accounts to State Street Global Advisors FM, a wholly owned subsidiary of State Street and an affiliate of State Street Global Advisors. State Street Global Advisors FM is registered as a commodity trading advisor (CTA) with the Commodity Futures Trading Commission and National Futures Association.
This communication is not specifically directed to investors of separately managed accounts (SMA) utilizing futures, options on futures or swaps. State Street Global Advisors FM CTA clients should contact State Street Global Advisors Relationship Management for important CTA materials.
Investing involves risk including the risk of loss of principal.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without State Street Global Advisors express written consent.
The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investors particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor. All material has been obtained from sources believed to be reliable. There is no representation or warranty as to the accuracy of the information and State Street shall have no liability for decisions based on such information.
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State Street Global Advisors is the investment management business of State Street Corporation (NYSE: STT), one of the worlds leading providers of financial services to institutional investors. |
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ssga.com |
© 2014 State Street Corporation. All Rights Reserved. | 5 | ID1056-INST-4621 0414 Exp. Date: 4/30/2015 |
State Street Global Advisors Funds Management, Inc.s, (SSgA FM) Japan Proxy Voting and Engagement Guidelines
complement and should be read in conjunction with SSgA FMs overarching Global Proxy Voting and Engagement Principles, which provide a detailed explanation of SSgA FMs approach to voting and engaging with companies.
SSgA FMs Proxy Voting and Engagement Guidelines in Japan address areas including; board structure, audit related issues, capital structure, remuneration, environmental, social and other governance related issues. Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy, overseeing executive management to monitoring the risks that arise from a companys business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.
When voting and engaging with companies in Japan, SSgA FM takes into consideration the unique aspects of Japanese corporate governance structures. We recognize that under Japanese corporate law, companies may choose between two structures of corporate governance: the statutory auditor system or the committee structure. Most Japanese boards predominantly consist of executives and non-independent outsiders affiliated through commercial relationships or cross-shareholdings. Nonetheless, when evaluating companies, SSgA FM expects Japanese companies to address conflicts of interest, risk management and demonstrate an effective process for monitoring management. In its analysis and research into corporate governance issues in Japanese companies, SSgA FM also considers guidance issued by the Corporate Law Subcommittee of the Legislative Council within the Ministry of Justice as well as private study groups.
SSgA FMs PROXY VOTING AND ENGAGEMENT PHILOSOPHY
In our view, corporate governance and sustainability issues are an integral part of the investment process. The Corporate Governance Team consists of investment professionals with expertise in corporate governance and company law, remuneration, and environmental and social issues. SSgA FM has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSgA FM engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagement to address significant shareholder concerns and environmental, social and governance (ESG) issues in a manner consistent with maximizing shareholder value.
The team works alongside members of SSgA FMs active investment teams; collaborating on issuer engagement and providing input on company specific fundamentals. SSgA FM is also a member of various investor associations that seek to address broader corporate governance related policy issues in Japan.
SSgA FM is a signatory to the United Nations Principles of Responsible Investment (UNPRI) and is compliant with UK Stewardship Code. We are committed to sustainable investing and are working to further integrate ESG principles
into investment and corporate governance practice, where applicable and consistent with our fiduciary duty.
DIRECTORS AND BOARDS
SSgA FM believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. SSgA FM votes for the election/re-election of directors on a case-by-case basis after considering various factors including general market practice.
Japanese companies have the option of having a traditional board of directors with statutory auditors, or a board with a committee structure. Most Japanese issuers prefer the traditional statutory auditor structure. Statutory auditors act in a quasi-compliance role as they are not involved in strategic decision-making nor are they part of the formal management decision process. Statutory auditors attend board meetings but do not have voting rights at the board; however, they have the right to seek an injunction and conduct broad investigations of unlawful behavior in the companys operations.
SSgA FM will support the election of statutory auditors, unless the outside statutory auditor nominee is regarded as non-independent based on SSgA FM criteria, the outside statutory auditor has attended less than 75 percent of meetings of the board of directors or board of statutory auditors during the year under review, or the statutory auditor has been remiss in the performance of their oversight responsibilities (fraud, criminal wrong doing, breach of fiduciary responsibilities).
For companies with a statutory auditor structure there is no legal requirement that boards have outside directors, however, SSgA FM believes there should be a transparent process of independent and external monitoring of management on behalf of shareholders.
| SSgA FM believes that non-controlled Japanese companies should appoint at least one outside director, otherwise, SSgA FM will oppose the top executive who is responsible for the director nomination process; and |
| For controlled companies with a statutory auditor structure, SSgA FM will oppose the top executive, if the board does not have at least two outside directors. |
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For companies with a committee structure, SSgA FM votes for the election/re-election of directors on a case-by-case basis after considering general market practice, as well as the independence of the nominee. SSgA FM also takes into consideration the overall independence level of the committees. In determining director independence, SSgA FM considers the following factors:
| Participation in related-party transactions and other business relations with the company; |
| Past employment with the company; |
| Provides professional services to the company; and |
| Family ties with the company. |
Regardless of board structure, SSgA FM may oppose the election of a director for the following reasons:
| Failure to attend board meetings; or |
| In instances of egregious actions related to a directors service on the board. |
Indemnification and Limitations on Liability
Generally, SSgA FM supports proposals to limit directors and statutory auditors liability and/or expand indemnification and liability protection up to the limit provided by law, if he or she has not acted in bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. SSgA FM believes limitations and indemnification are necessary to attract and retain qualified directors.
AUDIT RELATED ITEMS
SSgA FM believes that a companys auditor is an essential feature of an effective and transparent system of external supervision and shareholders should have the opportunity to vote on their appointment at the annual meeting.
Ratifying External Auditors
SSgA FM will generally support the appointment of external auditors unless the external auditor is perceived as being non-independent and there are concerns about the accounts presented and the audit procedures followed.
Limit Legal Liability of External Auditors
SSgA FM generally opposes limiting the legal liability of audit firms as we believe this could create a negative impact on the quality of the audit function.
CAPITAL STRUCTURE, REORGANIZATION AND MERGERS
SSgA FM supports the one share one vote policy and favors a share structure where all shares have equal voting rights. SSgA FM supports proposals to abolish voting caps or multiple voting rights and will oppose measures to introduce these types of restrictions on shareholder rights.
SSgA FM believes pre-emption rights should be introduced for shareholders in order to provide adequate protection from being overly diluted from the issuance of new shares or convertible securities to third parties or a small number of select shareholders.
Unequal Voting Rights
SSgA FM generally opposes proposals authorizing the creation of new classes of common stock with superior voting rights and will generally oppose new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights. In addition, SSgA FM will not support capitalization changes that add classes of stock with undefined voting rights or classes that may dilute the voting interests of existing shareholders.
However, SSgA FM will support capitalization changes that eliminate other classes of stock and/or unequal voting rights.
Increase in Authorized Capital
SSgA FM generally supports increases in authorized capital where the company provides an adequate explanation for the use of shares. In the absence of an adequate explanation, SSgA FM may oppose the request if the increase in authorized capital exceeds 100 percent of the currently authorized capital or if it leaves the company with less than 30 percent of the proposed authorized capital outstanding. Where share issuance requests exceed our standard threshold, SSgA FM will consider the nature of the specific need, such as mergers and acquisitions and stock splits
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Dividends
SSgA FM generally supports dividend payouts that constitute 30% or more of net income. SSgA FM may vote against the dividend payouts if the dividend payout ratio has been consistently below 30% without adequate explanation; or, the payout is excessive given the companys financial position. Particular attention will be paid where the payment may damage the companys long term financial health.
Share Repurchase Programs
Companies are allowed under Japan Corporate Law to amend their articles to authorize the repurchase of shares at the boards discretion. SSgA FM will oppose an amendment to articles allowing the repurchase of shares at the boards discretion. SSgA FM believes the company should seek shareholder approval for a share repurchase program at each years AGM, providing shareholders the right to evaluate the purpose of the repurchase.
SSgA FM generally supports a proposal to repurchase shares, other than if the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, and the time frame for the repurchase. SSgA FM may vote against share repurchase requests that allow share repurchases during a takeover period.
Mergers and Acquisitions
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the corporation. Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders rights are not supported.
SSgA FM evaluates mergers and structural reorganizations on a case-by-case basis. SSgA FM will generally support transactions that maximize shareholder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSgA FM may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price. |
Anti-Takeover Measures
In general, SSgA FM believes that adoption of poison pills that have been structured to protect management and to prevent takeover bids from succeeding is not in shareholders interest. A shareholder rights plan may lead to management entrenchment and discourage legitimate tender offers and acquisitions. Even if the premium paid to companies with a shareholder rights plan is higher than that offered to unprotected firms, a companys chances of receiving a takeover offer in the first place may be reduced by the presence of a shareholder rights plan.
Proposals that reduce shareholders rights or have the effect of entrenching incumbent management will not be supported.
Proposals that enhance the right of shareholders to make their own choices as to the desirability of a merger or other proposal are supported.
Shareholder Rights Plans
In evaluating poison pills, the following conditions must be met before SSgA FM will recommend a vote in favor.
SSgA FM will support the adoption or renewal of a Japanese issuers shareholder rights plans (poison pill) if the following
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conditions are met: (i) minimum trigger, flip-in or flip-over of 20%, (ii) maximum term of three years, (iii) no dead hand, slow hand, no hand or similar feature that limits the ability of a future board to redeem the pill, and (iv) inclusion of a shareholder redemption feature (qualifying offer clause), permitting ten percent of the shares to call a special meeting or seek a written consent to vote on rescinding the pill if the board refuses to redeem the pill 90 days after a qualifying offer is announced.
SSgA FM will vote for an amendment to a shareholder rights plan (poison pill) where the terms of the new plans are more favorable to shareholders ability to accept unsolicited offers (i.e. if one of the following conditions are met: (i) minimum trigger, flip-in or flip-over of 20%, (ii) maximum term of three years, (iii) no dead hand, slow hand, no hand or similar feature that limits the ability of a future board to redeem the pill, or (iv) inclusion of a shareholder redemption feature (qualifying offer clause), permitting ten percent of the shares to call a special meeting or seek a written consent to vote on rescinding the pill if the board refuses to redeem the pill 90 days after a qualifying offer is announced).
COMPENSATION
In Japan, excessive compensation is rarely an issue. Rather, the problem is the lack of connection between pay and performance. Fixed salaries and cash retirement bonuses tend to comprise a significant portion of the compensation structure while performance-based pay is generally a small portion of the total pay. SSgA FM, where possible, seeks to encourage the use of performance based compensation in Japan as an incentive for executives and as a way to align interests with shareholders.
Approve Adjustment to Aggregate Compensation Ceiling for Directors
Remuneration for directors is generally reasonable. Typically, each company sets the director compensation parameters as an aggregate thereby limiting the total pay to all directors. When requesting a change, a company must disclose the last time the ceiling was adjusted and management provides the rationale for the ceiling increase. SSgA FM will generally support proposed increases to the ceiling if the company discloses the rationale for the increase. SSgA FM may oppose proposals to increase
the ceiling if there has been corporate malfeasance or sustained poor performance.
Approve Annual Bonuses for Directors/Statutory Auditors
In Japan, since there are no legal requirements that mandate companies to seek shareholder approval before awarding a bonus, SSgA FM believes that existing shareholder approval of the bonus should be considered best practice. As a result, SSgA FM supports management proposals on executive compensation where there is a strong relationship between executive pay and performance over a five-year period.
Approve Retirement Bonuses for Directors/Statutory Auditors
Retirement bonuses make up a sizeable portion of directors and auditors lifetime compensation and are based on board tenure. While many companies in Japan have abolished this practice, there remain many proposals seeking shareholder approval for the total amounts paid to directors and statutory auditors as a whole. In general, SSgA FM supports these payments unless the recipient is an outsider or in instances where the amount is not disclosed.
Approve Stock Plan
Most option plans in Japan are conservative, particularly at large companies. Japan corporate law requires companies to disclose the monetary value of the stock options for directors and/or statutory auditors. Some companies do not disclose the maximum number of options that can be issued per year and shareholders are unable to evaluate the dilution impact. In this case, SSgA FM cannot calculate the dilution level and, therefore, SSgA FM may oppose such plans for poor disclosure. SSgA FM also opposes plans that allow for the repricing of the exercise price.
Deep Discount Options
As Japanese companies move away from the retirement bonus system, deep discount options plans have become more popular. Typically, the exercise price is set at JPY 1 per share. SSgA FM evaluates deep discount options using the same criteria used to evaluate stock options as well as considering the vesting period.
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ENVIRONMENTAL AND SOCIAL ISSUES
As a fiduciary, SSgA FM considers the financial and economic implications of environmental and social issues first and foremost. In this regard, SSgA FM supports environmental and social related items that we believe would protect or enhance shareholder value. Environmental and social factors can not only have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems generate efficiencies and enhance productivity, both of which impact shareholder value in the long-term.
SSgA FM encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. Companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability
fits into operations and business activities. SSgA FMs team of analysts evaluates these risks on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint.
MISCELLANEOUS/ROUTINE ITEMS
Expansion of Business Activities
Japanese companies articles of incorporation strictly define the types of businesses in which a company is permitted to engage. In general, SSgA FM views proposals to expand and diversify the companys business activities as routine and non-contentious. SSgA FM will monitor instances where there has been an inappropriate acquisition and diversification away from the companys main area of competence, which resulted in a decrease of shareholder value.
MORE INFORMATION
Any client who wishes to receive information on how its proxies were voted should contact its SSgA FM relationship manager.
6
State Street Global Advisors Worldwide Entities
Australia: State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia Telephone: +612 9240-7600 Facsimile: +612 9240-7611. Belgium: State Street Global Advisors Belgium, Office Park Nysdam, 92 Avenue Reine Astrid, B-1310 La Hulpe, Belgium Telephone: +32 2 663 2036 Facsimile: +32 2 672 2077. State Street Global Advisors Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada: State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, 1-514-282-2484 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6 Telephone: +647-775-5900. Dubai: State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates Telephone: +971 (0)4-4372800 Facsimile: +971 (0)4-4372818. France: State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France Telephone: (+33) 1 44 45 40 00 Facsimile: (+33) 1 44 45 41 92. Germany: State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich Telephone: +49 (0)89-55878-100 Facsimile: +49 (0)89-55878-440. Hong Kong: State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong Telephone: +852 2103-0288 Facsimile: +852 2103-0200. Ireland: State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers Telephone: +353 (0)1 776 3000 Facsimile: +353 (0)1 776 3300. Italy: State Street Global Advisors Italy, Sede Secondaria di Milano, Via dei Bossi, 4 20121 Milan, Italy Telephone: +39 02 32066 100 Facsimile: +39 02 32066 155. State Street Global Advisors Italy is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Japan: State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239 Telephone: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands Telephone: + 31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D) Telephone: +65 6826-7500 Facsimile: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich Telephone: +41 (0)44 245 70 00 Facsimile: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ Telephone: +020 3395 6000 Facsimile: +020 3395 6350. United States: State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900 Telephone: (617) 664-4738.
Web: ssga.com
The views expressed in this material are the views of State Street Global Advisors Corporate Governance Team through the period ended March 17, 2014 and are subject to change based on market and other conditions. This document contains certain statements that may be deemed forward-looking statements. Please note that any such statements are not guarantees of any future performance and actual results or developments may differ materially from those projected. Past performance is no guarantee of future results.
State Street Global Advisors generally delegates commodities management for separately managed accounts to State Street Global Advisors FM, a wholly owned subsidiary of State Street and an affiliate of State Street Global Advisors. State Street Global Advisors FM is registered as a commodity trading advisor (CTA) with the Commodity Futures Trading Commission and National Futures Association.
This communication is not specifically directed to investors of separately managed accounts (SMA) utilizing futures, options on futures or swaps. State Street Global Advisors FM CTA clients should contact State Street Global Advisors Relationship Management for important CTA materials.
Investing involves risk including the risk of loss of principal.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSgAs express written consent.
The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investors particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor. All material has been obtained from sources believed to be reliable. There is no representation or warranty as to the accuracy of the information and State Street shall have no liability for decisions based on such information.
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State Strexet Global Advisors is the investment management business of State Street Corporation (NYSE: STT), one of the worlds leading providers of financial services to institutional investors. |
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ssga.com |
© 2014 State Street Corporation. All Rights Reserved. | 7 | ID1057-INST-4649 0414 Exp. Date: 4/30/2015 |
State Street Global Advisors Funds Management, Inc., (SSgA FM) Australia Proxy Voting and Engagement Guidelines outline our expectations of companies listed on stock exchanges in Australia. This policy complements and should be read in conjunction with SSgA FMs Global Proxy Voting and Engagement Principles which provide a detailed explanation of SSgA FMs approach to voting and engaging with companies.
SSgA FMs Australia Proxy Voting and Engagement Guidelines address areas including board structure, audit related issues, capital structure, remuneration, environmental, social and other governance related issues. Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy, overseeing executive management to monitoring the risks that arise from a companys business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.
When voting and engaging with companies in global markets, SSgA FM considers market specific nuances in the manner that we believe will most likely protect and promote the long-term economic value of client investments. SSgA FM expects companies to observe the relevant laws and regulations of their respective markets as well as country specific best practice guidelines and corporate governance codes. When we feel that a countrys regulatory requirements do not address some of the key philosophical principles that SSgA FM believes are fundamental to its global voting guidelines, we may hold companies in such markets to our global standards.
In its analysis and research in to corporate governance issues in Australia, SSgA FM expects all companies at a minimum to comply with the ASX Corporate Governance Principles. Companies should provide detailed explanations under the Principles comply or explain approach, especially where they fail to meet requirements and why any such non-compliance would serve shareholders long-term interests. On some governance matters, such as composition of audit committees, we hold Australian companies to our global standards requiring all directors on the committee to be independent of management.
SSgA FMs PROXY VOTING AND ENGAGEMENT PHILOSOPHY
In our view, corporate governance and sustainability issues are an integral part of the investment process. The Corporate Governance Team consists of investment professionals with expertise in corporate governance and company law, remuneration, accounting as well as environmental and social issues. SSgA FM has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSgA FM engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagement to address significant shareholder concerns and environmental, social and governance (ESG) issues in a manner consistent with maximizing shareholder value.
The team works alongside members of SSgA FMs active fundamental and the Asia-Pacific (APAC) investment teams; collaborating on issuer engagement and providing input on
company specific fundamentals. SSgA FM is also a member of various investor associations that seek to address broader corporate governance related policy issues in the region.
SSgA FM is a signatory to the United Nations Principles of Responsible Investment (UNPRI) and is compliant with the UK Stewardship Code. We are committed to sustainable investing and are working to further integrate ESG principles into investment and corporate governance practice, where applicable and consistent with our fiduciary duty.
DIRECTORS AND BOARDS
SSgA FM believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. SSgA FM votes for the election/re-election of directors on a case-by-case basis after considering various factors including general market practice and availability of information on director skills and expertise. In principle, SSgA FM believes independent directors are crucial to good corporate governance and help management establish sound ESG policies and practices. A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect shareholder interests.
SSgA FMs broad criteria for director independence in Australian companies include factors such as:
| Participation in related-party transactions and other business relations with the company; |
| Employment history with company; |
| Relations with controlling shareholders; and |
| Family ties with any of the companys advisers, directors or senior employees. |
When considering the election or re-election of a director, SSgA FM also considers the number of outside board directorships a non-executive and an executive may undertake as well as attendance at board meetings. In addition, SSgA FM monitors other factors that may influence the independence of a non-executive director, such as performance related pay, cross-directorships, significant shareholdings and tenure.
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SSgA FM supports the annual election of directors and encourages Australian companies to adopt this practice.
While SSgA FM is generally supportive of having the roles of chairman and CEO separated in the Australia market, SSgA FM assesses the division of responsibilities between chairman and CEO on a case-by-case basis, giving consideration to factors such as the companys specific circumstances, overall level of independence on the board and general corporate governance standards in the company. Similarly, SSgA FM will monitor for circumstances where a combined chairman/CEO is appointed or where a former CEO becomes chairman.
SSgA FM may also consider factors such as board performance and directors who appear to be remiss in the performance of their oversight responsibilities when considering their suitability for reappointment. (e.g. fraud, criminal wrongdoing, breach of fiduciary responsibilities)
SSgA FM believes companies should have committees for audit, remuneration and nomination oversight. The audit committee is responsible for monitoring the integrity of the financial statements of the company, appointing external auditors, monitoring their qualifications and independence as well their effectiveness and resource levels. Australian Corporate Governance Principles requires ASX listed companies to have an audit committee of at least three members all of whom are non-executive directors and a majority of whom are independent directors. It also requires that the committee be chaired by an independent director who is not the chair of the board. SSgA FM holds Australian companies to its global standards for developed financial markets, by requiring that all members of the audit committee be independent directors.
In its analysis of boards, SSgA FM considers whether board members have adequate skills to provide effective oversight of corporate strategy, operations and risks, including environmental and social issues. Boards should also have a regular evaluation process in place to assess the effectiveness of the board and the skills of board members to address issues such as emerging risks, changes to corporate strategy and diversification of operations and geographic footprint. The nomination committee is responsible for evaluating and keeping under review the balance of skills, knowledge and experience of the board and ensuring that adequate succession plans are in place for directors and the CEO. SSgA FM may vote against the
re-election of members of the nomination committee if, over time, the board has failed to address concerns over board structure or succession.
Executive pay is another important aspect of corporate governance. SSgA FM believes that executive pay should be determined by the board of directors and SSgA FM expects companies to have in place remuneration committees to provide independent oversight over executive pay. Australian Corporate Governance Principles requires ASX listed companies to have a remuneration committee of at least three members all of whom are non-executive directors and a majority of whom are independent directors. Since Australia has a binding vote on pay with a two-strike rule requiring a board spill in the event of a second strike, SSgA FM believes that the vote provides investors a mechanism to address concerns it may have on the quality of oversight provided by the board on remuneration issues. Accordingly SSgA FM voting guidelines accommodate local market practice.
Indemnification and limitations on liability
Generally, SSgA FM supports proposals to limit directors liability and/or expand indemnification and liability protection up to the limit provided by law, if he or she has not acted in bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
AUDIT RELATED ISSUES
Companies should have robust internal audit and internal control systems designed for effective management of any potential and emerging risks to company operations and strategy. The responsibility of setting out an internal audit function lies with the audit committee, which should have as members independent non-executive directors.
Appointment of External Auditors
SSgA FM believes that a companys auditor is an essential feature of an effective and transparent system of external supervision and shareholders should be given the opportunity to vote on their appointment or re-appoint at the annual meeting. When appointing external auditors and approving
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audit fees, SSgA FM will take into consideration the level of detail in company disclosures and will generally not support such resolutions if adequate breakdown is not provided and if non-audit fees are more than 50% of audit fees. In addition, SSgA FM may vote against members of the audit committee if we have concerns with audit related issues or if the level of non-audit fees to audit fees is significant. In certain circumstances, SSgA FM may consider auditor tenure when evaluating the audit process.
SHAREHOLDER RIGHTS AND CAPITAL RELATED ISSUES
Share Issuances
The ability to raise capital is critical for companies to carry out strategy, grow, and achieve returns above their cost of capital. The approval of capital raising activities is fundamental to shareholders ability to monitor the amounts of proceeds and to ensure capital is deployed efficiently. SSgA FM supports capital increases that have sound business reasons and are not excessive relative to a companys existing capital base.
Pre-emption rights are a fundamental right for shareholders to protect their investment in a company. Where companies seeks to issue new shares whilst dis-applying pre-emption rights, SSgA FM may vote against if such authorities are greater than 20% of the issued share capital. SSgA FM may also vote against resolutions seeking authority to issue capital with pre-emption rights if the aggregate amount allowed seems excessive and is not justified by the board. Generally, we are against capital issuance proposals greater than 100% of the issued share capital when the proceeds are not intended for a specific purpose.
Share Repurchase Programs
SSgA FM generally supports a proposal to repurchase shares, other than if the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, and the time frame for the repurchase. SSgA FM may vote against share re-purchase requests that allow share re-purchases during a takeover period.
Dividends
SSgA FM generally supports dividend payouts that constitute 30% or more of net income. SSgA FM may vote against the dividend payouts if the dividend payout ratio has been consistently below 30% without adequate explanation; or, the payout is excessive given the companys financial position. Particular attention will be paid where the payment may damage the companys long-term financial health.
Mergers and Acquisitions
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the corporation. Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders rights are not supported. SSgA FM will generally support transactions that maximize shareholder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSgA FM may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price |
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Anti-Takeover Measures
SSgA FM opposes antitakeover defenses, such as authorities for the board, when subject to a hostile takeover, to issue warrants convertible into shares to existing shareholders.
REMUNERATION
Executive Pay
There is a simple underlying philosophy that guides SSgA FMs analysis of executive paythere should be a direct relationship between remuneration and company performance over the long-term. Shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance. When assessing remuneration reports, SSgA FM considers factors such as adequate disclosure of different remuneration elements, absolute and relative pay levels, peer selection and benchmarking, the mix of long term and short term incentives, alignment of pay structures with shareholder interests as well as with corporate strategy and performance. SSgA FM may oppose remuneration reports where there seems to be a misalignment between pay and shareholders interests and where incentive policies and schemes have a re-test option or feature. SSgA FM may also vote against the re-election of members of the remuneration committee if we have serious concerns over remuneration practices and the company has not been responsive to shareholder pressure to review its approach.
Equity Incentives Plans
SSgA FM may not support proposals on equity-based incentive plans where insufficient information is provided on matters such as grant limits, performance metrics, performance and vesting periods and overall dilution. SSgA FM does not generally support options under such plans being issued at a discount to market price or plans that allow for re-testing of performance metrics.
Non-Executive Director Pay
Authorities seeking shareholder approval for non-executive directors fees are generally not controversial. SSgA FM generally supports resolutions regarding directors fees unless disclosure is poor and we are unable to determine whether they are excessive relative to fees paid by other companies in the
same country or industry. SSgA FM will evaluate on a company-by-company basis any non-cash or performance related pay to non-executive directors.
RISK MANAGEMENT
SSgA FM believes that risk management is a key function of the board, which is responsible for setting the overall risk appetite of a company and for providing oversight on the risk management process established by senior executives at a company. SSgA FM allows boards discretion over how they provide oversight in this area. However, SSgA FM expects companies to disclose how the board provides oversight on its risk management system and to identify key risks facing the company. Boards should also review existing and emerging risks as they can change with a changing political and economic landscape, or as companies diversify or expand their operations into new areas.
Environmental and Social Issues
As a fiduciary, SSgA FM considers the financial and economic implications of environmental and social issues first and foremost. In this regard, SSgA FM supports environmental and social related items that we believe would protect or enhance shareholder value. Environmental and social factors not only can have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems can also generate efficiencies and enhance productivity, both of which impact shareholder value in the long-term.
SSgA FM encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long-term. Similarly, companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could result in anything from regulation and litigation, physical threats (severe weather, climate change), economic trends as well as shifts in consumer behavior.
5
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into operations and business activities. SSgA FMs team of analysts evaluates these risks and shareholder proposals relating to them on an
issuer by issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint. SSgA FM may also take action against the re-election of members of the board if we have serious concerns over ESG practices and the company has not been responsive to shareholder pressure.
State Street Global Advisors Worldwide Entities
Australia: State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia Telephone: +612 9240-7600 Facsimile: +612 9240-7611. Belgium: State Street Global Advisors Belgium, Office Park Nysdam, 92 Avenue Reine Astrid, B-1310 La Hulpe, Belgium Telephone: +32 2 663 2036 Facsimile: +32 2 672 2077. State Street Global Advisors Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada: State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, 1-514-282-2484 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6 Telephone: +647-775-5900. Dubai: State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates Telephone: +971 (0)4-4372800 Facsimile: +971 (0)4-4372818. France: State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France Telephone: (+33) 1 44 45 40 00 Facsimile: (+33) 1 44 45 41 92. Germany: State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich Telephone: +49 (0)89-55878-100 Facsimile: +49 (0)89-55878-440. Hong Kong: State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong Telephone: +852 2103-0288 Facsimile: +852 2103-0200. Ireland: State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers Telephone: +353 (0)1 776 3000 Facsimile: +353 (0)1 776 3300. Italy: State Street Global Advisors Italy, Sede Secondaria di Milano, Via dei Bossi, 4 20121 Milan, Italy Telephone: +39 02 32066 100 Facsimile: +39 02 32066 155. State Street Global Advisors Italy is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Japan: State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239 Telephone: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands Telephone: + 31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D) Telephone: +65 6826-7500 Facsimile: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich Telephone: +41 (0)44 245 70 00 Facsimile: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ Telephone: +020 3395 6000 Facsimile: +020 3395 6350. United States: State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900 Telephone: (617) 664-4738.
Web: ssga.com
The views expressed in this material are the views of State Street Global Advisors Corporate Governance Team through the period ended March 17, 2014 and are subject to change based on market and other conditions. This document contains certain statements that may be deemed forward-looking statements. Please note that any such statements are not guarantees of any future performance and actual results or developments may differ materially from those projected. Past performance is no guarantee of future results.
State Street Global Advisors generally delegates commodities management for separately managed accounts to State Street Global Advisors FM, a wholly owned subsidiary of State Street and an affiliate of State Street Global Advisors. State Street Global Advisors FM is registered as a commodity trading advisor (CTA) with the Commodity Futures Trading Commission and National Futures Association.
This communication is not specifically directed to investors of separately managed accounts (SMA) utilizing futures, options on futures or swaps. State Street Global Advisors FM CTA clients should contact State Street Global Advisors Relationship Management for important CTA materials.
Investing involves risk including the risk of loss of principal.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSgA FMs express written consent.
The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investors particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor. All material has been obtained from sources believed to be reliable. There is no representation or warranty as to the accuracy of the information and State Street shall have no liability for decisions based on such information.
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State Street Global Advisors is the investment management business of State Street Corporation (NYSE: STT), one of the worlds leading providers of financial services to institutional investors. | ||
ssg a . c o m |
© 2014 State Street Corporation. All Rights Reserved. | 6 | ID1055-INST-4620 0414 Exp. Date: 3/31/2015 |
Investment Objective |
The SPDR S&P Asia Pacific ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the Asia Pacific equity markets. |
Management fees | [X.XX]% |
Distribution and service (12b-1) fees | None |
Other expenses 1 | [0.00]% |
Total annual Fund operating expenses | [X.XX]% |
1 | Other expenses are based on estimated amounts for the current fiscal year. |
Year 1 | Year 3 |
$[XX] | $[XX] |
Investment Objective |
The SPDR S&P Europe ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon European equity markets. |
Management fees | [X.XX]% |
Distribution and service (12b-1) fees | None |
Other expenses 1 | [0.00]% |
Total annual Fund operating expenses | [X.XX]% |
1 | Other expenses are based on estimated amounts for the current fiscal year. |
Year 1 | Year 3 |
$[XX] | $[XX] |
Investment Objective |
The SPDR S&P Small Cap Emerging Europe ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an equity index based upon the small capitalization segment of European emerging markets. |
Management fees | [X.XX]% |
Distribution and service (12b-1) fees | None |
Other expenses 1 | [0.00]% |
Total annual Fund operating expenses | [X.XX]% |
1 | Other expenses are based on estimated amounts for the current fiscal year. |
Year 1 | Year 3 |
$[XX] | $[XX] |
Investment Objective |
The SPDR S&P Emerging Africa ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the African equity markets. |
Management fees | [X.XX]% |
Distribution and service (12b-1) fees | None |
Other expenses 1 | [0.00]% |
Total annual Fund operating expenses | [X.XX]% |
1 | Other expenses are based on estimated amounts for the current fiscal year. |
Year 1 | Year 3 |
$[XX] | $[XX] |
Investment Objective |
The SPDR S&P Emerging South East Asia ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an equity index based upon the South East Asia equity market. |
Management fees | [X.XX]% |
Distribution and service (12b-1) fees | None |
Other expenses 1 | [0.00]% |
Total annual Fund operating expenses | [X.XX]% |
1 | Other expenses are based on estimated amounts for the current fiscal year. |
Year 1 | Year 3 |
$[XX] | $[XX] |
Investment Objective |
The SPDR S&P Emerging GCC-Middle East ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an equity index based upon the Gulf Cooperation Council (“GCC”) equity markets. |
Management fees | [X.XX]% |
Distribution and service (12b-1) fees | None |
Other expenses 1 | [0.00]% |
Total annual Fund operating expenses | [X.XX]% |
1 | Other expenses are based on estimated amounts for the current fiscal year. |
Year 1 | Year 3 |
$[XX] | $[XX] |
Investment Objective |
The SPDR S&P Small Cap Emerging Middle East & Africa ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an equity index based upon the small capitalization segment of Middle Eastern and African emerging markets. |
Management fees | [X.XX]% |
Distribution and service (12b-1) fees | None |
Other expenses 1 | [0.00]% |
Total annual Fund operating expenses | [X.XX]% |
1 | Other expenses are based on estimated amounts for the current fiscal year. |
Year 1 | Year 3 |
$[XX] | $[XX] |
Investment Objective |
The SPDR S&P Ireland ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an equity index based upon the Irish equity market. |
Management fees | [X.XX]% |
Distribution and service (12b-1) fees | None |
Other expenses 1 | [0.00]% |
Total annual Fund operating expenses | [X.XX]% |
1 | Other expenses are based on estimated amounts for the current fiscal year. |
Year 1 | Year 3 |
$[XX] | $[XX] |
Investment Objective |
The SPDR S&P Brazil ETF (the “Fund”) seeks to investment results that, before fees and expenses, correspond generally to the total return performance of an equity index based upon the Brazilian equity market. |
Management fees | [X.XX]% |
Distribution and service (12b-1) fees | None |
Other expenses 1 | [0.00]% |
Total annual Fund operating expenses | [X.XX]% |
1 | Other expenses are based on estimated amounts for the current fiscal year. |
Year 1 | Year 3 |
$[XX] | $[XX] |
Investment Objective |
The SPDR S&P India ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an equity index based upon the Indian equity market. |
Management fees | [X.XX]% |
Distribution and service (12b-1) fees | None |
Other expenses 1 | [0.00]% |
Total annual Fund operating expenses | [X.XX]% |
1 | Other expenses are based on estimated amounts for the current fiscal year. |
Year 1 | Year 3 |
$[XX] | $[XX] |
Investment Objective |
The SPDR S&P Small Cap Emerging Latin America ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an equity index based upon the small capitalization segment of Latin American emerging markets. |
Management fees | [X.XX]% |
Distribution and service (12b-1) fees | None |
Other expenses 1 | [0.00]% |
Total annual Fund operating expenses | [X.XX]% |
1 | Other expenses are based on estimated amounts for the current fiscal year. |
Year 1 | Year 3 |
$[XX] | $[XX] |
Investment Objective |
The SPDR MSCI France Quality Mix ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the equity market of France. |
Management fees | [X.XX]% |
Distribution and service (12b-1) fees | None |
Other expenses 1 | [0.00]% |
Total annual Fund operating expenses | [X.XX]% |
1 | Other expenses are based on estimated amounts for the current fiscal year. |
Year 1 | Year 3 |
$[XX] | $[XX] |
Investment Objective |
The SPDR MSCI Switzerland Quality Mix ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index based upon the equity market of Switzerland. |
Management fees | [X.XX]% |
Distribution and service (12b-1) fees | None |
Other expenses 1 | [0.00]% |
Total annual Fund operating expenses | [X.XX]% |
1 | Other expenses are based on estimated amounts for the current fiscal year. |
Year 1 | Year 3 |
$[XX] | $[XX] |
SPDR S&P Asia Pacific ETF | 0.[XX]% |
SPDR S&P Europe
ETF
|
0.[XX]% |
SPDR S&P Small Cap Emerging Europe
ETF
|
0.[XX]% |
SPDR S&P Emerging Africa
ETF
|
0.[XX]% |
SPDR S&P Emerging South East Asia
ETF
|
0.[XX]% |
SPDR S&P Emerging GCC-Middle East
ETF
|
0.[XX]% |
SPDR S&P Small Cap Emerging Middle East & Africa
ETF
|
0.[XX]% |
SPDR S&P Ireland
ETF
|
0.[XX]% |
SPDR S&P Brazil
ETF
|
0.[XX]% |
SPDR S&P India
ETF
|
0.[XX]% |
SPDR S&P Small Cap Emerging Latin America
ETF
|
0.[XX]% |
SPDR MSCI France Quality Mix
ETF
|
0.[XX]% |
SPDR MSCI Switzerland Quality Mix
ETF
|
0.[XX]% |
[ ] | The Trust's Investment Company Act Number is 811-21145. |
SPDR ® INDEX SHARES FUNDS (THE TRUST)
STATEMENT OF ADDITIONAL INFORMATION
Dated January 31, 2015
This Statement of Additional Information (SAI) is not a Prospectus. With respect to each of the Trusts series portfolios listed below, this SAI should be read in conjunction with the Prospectus dated January 31, 2015, as may be revised from time to time.
ETF | T ICKER | |
SPDR S&P ® A SIA P ACIFIC ETF |
GAO |
|
SPDR S&P E UROPE ETF |
GEU |
|
SPDR S&P S MALL C AP E MERGING E UROPE ETF |
[ ] |
|
SPDR S&P E MERGING A FRICA ETF |
[ ] |
|
SPDR S&P E MERGING S OUTH E AST A SIA ETF |
[ ] |
|
SPDR S&P E MERGING GCC-M IDDLE E AST ETF |
[ ] |
|
SPDR S&P S MALL C AP E MERGING M IDDLE E AST & A FRICA ETF |
[ ] |
|
SPDR S&P I RELAND ETF |
[ ] |
|
SPDR S&P B RAZIL ETF |
[ ] |
|
SPDR S&P I NDIA ETF |
[ ] |
|
SPDR S&P S MALL C AP E MERGING L ATIN A MERICA ETF |
[ ] |
|
SPDR MSCI F RANCE Q UALITY M IX ETF |
[ ] |
|
SPDR MSCI S WITZERLAND Q UALITY M IX ETF |
[ ] |
Principal U.S. Listing Exchange for each ETF: NYSE Arca, Inc.
Capitalized terms used herein that are not defined have the same meaning as in the Prospectus, unless otherwise noted. Copies of the Prospectus may be obtained without charge by writing to State Street Global Markets, LLC, the Trusts principal underwriter (referred to herein as Distributor or Principal Underwriter), State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111, by visiting the Trusts website at www.SPDRs.com or by calling 1-866-787-2257.
The Funds had not commenced operations as of the date of this SAI and therefore did not have any financial information to report for the Trusts September 30, 2014 fiscal year end.
1
TABLE OF CONTENTS
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3 | ||
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8 | ||
15 | ||
18 | ||
20 | ||
21 | ||
32 | ||
33 | ||
34 | ||
40 | ||
41 | ||
42 | ||
48 | ||
49 | ||
49 | ||
52 | ||
[ ] |
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GENERAL DESCRIPTION OF THE TRUST
The Trust is an open-end management investment company, registered under the Investment Company Act of 1940, as amended (the 1940 Act), consisting of multiple investment series (each a Fund and collectively the Funds). The Trust was organized as a Massachusetts business trust on February 14, 2002. The offering of each Funds shares (Shares) is registered under the Securities Act of 1933, as amended (the Securities Act). The investment objective of each Fund is to provide investment results that, before fees and expenses, correspond generally to the total return, or the price and yield performance, of a specified market index (each an Index and together the Indexes). SSGA Funds Management, Inc. (SSGA FM or the Adviser) serves as the investment adviser for each Fund.
Each Fund offers and issues Shares at their net asset value (sometimes referred to herein as NAV) only in aggregations of a specified number of Shares (each, a Creation Unit). Each Fund generally offers and issues Shares in exchange for a basket of securities included in its Index (Deposit Securities) together with the deposit of a specified cash payment (Cash Component). The Trust reserves the right to permit or require the substitution of a cash in lieu amount (Deposit Cash) to be added to the Cash Component to replace any Deposit Security. The Shares have been approved for listing and secondary trading on a national securities exchange (the Exchange). The Shares will trade on the Exchange at market prices. These prices may differ from the Shares net asset values. The Shares are also redeemable only in Creation Unit aggregations, and generally in exchange for portfolio securities and a specified cash payment. A Creation Unit of each Fund consists of [ ] Shares, as set forth in the Prospectus.
Shares may be issued in advance of receipt of Deposit Securities subject to various conditions including a requirement to maintain on deposit with the Trust cash at least equal to a specified percentage of the market value of the missing Deposit Securities as set forth in the Participant Agreement (as defined below). See Purchase and Redemption of Creation Units. The Trust may impose a transaction fee for each creation or redemption. In all cases, such fees will be limited in accordance with the requirements of the U.S. Securities and Exchange Commission (SEC) applicable to management investment companies offering redeemable securities. In addition to the fixed creation or redemption transaction fee, an additional transaction fee of up to three times the fixed creation or redemption transaction fee and/or an additional variable charge may apply.
S&P BMI Indexes
Index Provider Description
S&P Dow Jones Indices LLC, a subsidiary of The McGraw Hill Financial, Inc. (S&P DJI), is the worlds largest, global resource for index-based concepts, data and research. Home to iconic financial market indicators, such as the S&P 500 ® and the Dow Jones Industrial Average ® , S&P DJI has over 115 years of experience constructing innovative and transparent solutions that fulfill the needs of institutional and retail investors. More assets are invested in products based upon our indices than any other provider in the world. With over 830,000 indices covering a wide range of assets classes across the globe, S&P DJI defines the way investors measure and trade the markets.
Index Criteria & Methodology
a. Component Selection Criteria
To qualify for index inclusion, a company must first meet the minimum requirements to enter and remain in the S&P BMI Global Index universe, the parent index for the S&P series.
To be added to the S&P BMI Global Index, a company must:
| Be domiciled in one of the worlds developed or emerging markets and meet the country inclusion criteria. |
| Have at least USD 100 million in free float capitalization at the time of index reconstitution. |
3
| Post a minimum value traded of USD 50 million for the 12 months preceding the annual reconstitution. |
A stock may be added to the S&P BMI Global index intra reconstitution if an IPO (Initial Public Offering) is large enough to warrant inclusion. Companies are removed from the S&P BMI Global Index if their free float capital falls below USD 75 million or below USD 35 million value traded for the preceding 12 months at the time of the annual reconstitution. A company may be removed during the year if its free float market cap falls below $25 million at the close of the last trading day of any month.
b. Methodology
The S&P indexes are market capitalization weighted and adjusted for free float, meaning that only those shares publicly available for trading are used in calculation of index values. Four categories of shares are subtracted from a companys market capitalization to obtain its percentage shares in free float: corporate cross holdings, private control blocks holdings; government holdings (each of these categories must be 10% or more of total capital); and legally-restricted shares. All investable primary market share classes are included in the index. All ordinary share classes, except fixed-dividend shares, are eligible for inclusion.
Shares used in index calculations are adjusted for corporate actions on their ex-dates. These actions include splits, scrip and bonus issues, and preemptive rights. For actions resulting in no net change to the capitalization of the issue, the index divisor remains unchanged.
Index divisors are adjusted for all extraordinary dividends, non-cash corporate distributions, equity offerings, index constituent removal and/or inclusion, and monies distributed via share buybacks. The index levels are price levels and, therefore, do not account for ordinary dividends.
The following corporate actions result in changes to the index divisor: special dividends that are a return of capital, divestitures in the form of spin-offs, installment calls on partly paid issues, additions, deletions of index members, equity offerings resulting in increase of Shares outstanding, and buybacks through tender offers.
With respect to the S&P European Emerging BMI Capped Index, stocks are capped at a maximum of 24% of index weight and changes in capping are monitored on a quarterly basis on the quarterly rebalancing dates.
With respect to the Sector Indexes, all constituents are weighted proportionate to their float-adjusted market capitalization and are capped so that no stock exceeds 20% of the respective index; stocks that exceed 5% of the index market cap weight, in aggregate, should not exceed 45% of the respective index. Changes in capped weights are monitored on a quarterly basis and adjusted if necessary on the quarterly rebalancing dates.
c. Liquidity
A company must post a minimum value traded of USD 35 million for the 12 months preceding the annual reconstitution to remain in the S&P series.
d. Country Classification
The S&P Global Equity Index Series is divided into two major regions the Developed World and the Emerging Composite. The objective of the Developed World/Emerging Composite split is to segregate countries according to the relative size of their economic output per capita.
S&P Global Equity Indices Countries are included in the S&P Broad Market Index (BMI) Developed World Series if the following criteria are met:
1. | Annual per capita gross national income (GNI) falls in the high-income category, as defined by The World Bank, for the most recent three consecutive years. |
2. | The market should exhibit financial depth; the ratio of the countrys equity markets to its gross domestic product should be high. In recent years financial depth has increased around the world and has far outpaced the growth of gross domestic product. However, for a country to be considered truly developed both income levels and gross market capitalization should be high. |
4
3. | No broad-based discriminatory controls against non-domiciled investors for the most recent three consecutive years. |
4. | The countrys stock markets should exhibit characteristics of developed markets in terms of transparency, depth, market regulation, operational efficiency, and absence of broad-based investment restrictions. |
After meeting the above criteria, a country will be put on a watch list for a minimum of two years before it is graduated to developed market status.
Eligible countries that do not satisfy the rules described above will be classified as Emerging Markets, subject to the following test for countries previously classified as Developed Markets:
| A country has to fall out of the high-income category for three consecutive years to be moved from developed market status to emerging market status. |
Index Maintenance and Issue Changes
The S&P BMI Indexes are maintained by a team of analysts working under the direction of the S&P Index Committee. Index reconstitution takes place annually and involves both a bottom-up and a top-down review of all aspects of index construction.
All listed common equities in index-eligible countries are evaluated for membership by taking into consideration multiple factors, including: price per share, total Shares outstanding, available free float of shares outstanding, and market foreign exchange rate versus the U.S. dollar.
a. Additions
Companies will be added to the index at the time of the annual reconstitution if their free float market capitalization exceeds USD 100 million and they are domiciled in one of the existing component countries. The company must also post a minimum of USD 35 million in value traded in the 12 months preceding the reconstitution.
Newly listed companies that arise from spin-offs, privatizations, and other events will be added each quarter if their market caps register above the median of a countrys total market capitalization range. They may be added sooner if their size and expected liquidity warrants immediate inclusion.
Spin-off companies from index members that meet classification criteria are eligible for inclusion if their float market cap is greater than 25 million dollars.
Additions of eligible companies due to sector reclassifications will be added at month end to coincide with the S&P GICS changes.
b. Deletions
Companies will be deleted from the index whose market capitalization falls below USD 75 million at the time of the annual reconstitution or those that have less than USD 35 million value traded in the last 12 months.
Companies that fall below USD 25 million free float market cap on the final business day of a month may be removed from the index at the following month end.
If a companys Shares are no longer available due to a cash acquisition or as a result of bankruptcy or delisting, the company will be deleted from the index without replacement. If an issue stops pricing, its index membership will be maintained at the final offer price until its removal. The company may be removed from the index if, in the judgment of Standard & Poors, trading in the companys shares is unlikely to resume.
c. Index Rebalancing/Structural Changes
All share changes, impacting an index constituent, of 5% or more will be done as soon as reasonably possible after the data are verified and after providing a minimum 5 days notice period. Announcements will be posted on the Standard & Poors site: www.globalindices.standardandpoors.com .
5
Changes entailing less than 5% changes of shares will be done on a quarterly basis. The dates of share rebalancing will be the third Fridays of March, June and December. In September they will coincide with the annual reconstitution of the index and share changes will be implemented at the close of business of September 30 th , effective October 1 st , for the developed markets and on November 1 st for emerging markets.
Index Availability
The S&P BMI Indexes are calculated on all weekdays throughout the year. Daily historical price and total returns are available for download from the public website: www.globalindices.standardandpoors.com. Index data are also generally available via commercial data providers, including the following major vendors: BARRA, Bloomberg, Datastream, FactSet Data Systems, Reuters, Wilshire Associates, Vestek, and Zephyr Associates.
Exchange Rates and Pricing
WM/Reuters foreign exchange rates are taken daily at 4:00 p.m. London time, and used in the calculation of the S&P Global Equity Indices. These fixings during the U.S. trading day are calculated by the WM Company based on Reuters data and appear on Reuters pages WMRA and those pages following. WM Company is a wholly-owned subsidiary of State Street.
Each companys primary share listing is used to calculate index levels. Closing prices in each companys domestic market are used in the final daily index calculations. If trading in a stock is halted, the last bid or suspension price is carried forward. In cases of prolonged suspension, a dealer market or gray market price is used, if obtainable, and the issue may be deleted from the index.
S&P/IFCI INDEX
INDEX CRITERIA & METHODOLOGY
A. Component Selection Criteria
To qualify for index inclusion, a company must first meet the minimum requirements to enter and remain in the S&P/IFCI Index universe, the parent index for the S&P Africa 40 Index, S&P Southeast Asia 40 Index, S&P GCC 40 Index and S&P India Select Index.
To be added to the S&P/IFCI Index, a company must:
| Be domiciled in one of the worlds emerging markets, as defined by Standard & Poors. |
| Have at least USD 100 million in free float capitalization at the time of index reconstitution. |
| Post a minimum value traded of USD 50 million for the 12 months preceding the annual reconstitution. |
New inclusions to the S&P/IFCI Index will generally only be considered for inclusion at its annual rebalancing. A stock may be added to the S&P/IFCI Index intra reconstitution if an IPO (Initial Public Offering) is large enough to warrant inclusion. Companies are removed from the S&P/IFCI Index if their free float capital falls below USD 75 million or below USD 35 million value traded for the preceding 12 months at the time of the annual reconstitution.
B. Methodology
The S&P/IFCI indexes are market capitalization weighted and adjusted for free float, meaning that only those shares publicly available for trading are used in calculation of index values. Four categories of shares are subtracted from a companys market capitalization to obtain its percentage shares in free float: corporate cross holdings, private control blocks holdings, government holdings (each of these categories must be 10% or over); and legally-restricted shares. All investable primary market share classes are included in the index. All ordinary share classes, except fixed-dividend shares, are eligible for inclusion.
The S&P/IFCI Index uses modified shares outstanding in its calculation to reflect available float, reduce single stock concentration and enhance index basket liquidity. Modified weights used in index calculations are adjusted for corporate actions on their ex-dates. These actions include splits, scrip and bonus issues, and preemptive rights. Most of these actions result in no net change to the capitalization of the issue, thus the index divisor remains unchanged.
6
The following corporate actions result in changes to the index divisor: special dividends that are a return of capital, and additions and/or deletions of index members. The index levels are price levels and, therefore, do not account for ordinary dividends.
C. Liquidity
A company must post a minimum value traded of USD 50 million for the 12 month preceding the annual reconstitution to be included in the S&P/IFCI series. Existing constituents must maintain a minimum value traded of USD 35 million to remain in the S&P/IFCI series.
INDEX MAINTENANCE AND ISSUE CHANGES
The S&P/IFCI Index is maintained by a team of analysts working under the direction of the S&P Index Committee. Index reconstitution takes place annually and involves both a bottom-up and a top-down review of all aspects of index construction.
All listed common equities in index-eligible countries are evaluated for membership by taking into consideration multiple factors, including: price per share, total shares outstanding, available free float of shares outstanding, and market foreign exchange rate versus the U.S. dollar.
A. Additions
Companies will be added to the S&P/IFCI Index at the time of the annual reconstitution if their free float market capitalization exceeds USD 100 million and they are domiciled in one of the existing component countries. The company must also post a minimum of USD 50 million in value traded in the 12 months preceding the reconstitution.
New constituents added to the S&P/IFCI Index will only be considered for inclusion at the time of the annual rebalancing.
Newly listed public companies that arise from spin-offs, privatizations, and other events will be added each quarter to the S&P/IFCI Index, if their market caps register above the median of a countrys total market capitalization range. They may be added sooner if their size and expected liquidity warrants immediate inclusion.
B. Deletions
Companies will be deleted from the S&P/IFCI Index whose market capitalization falls below USD 75 million at the time of the annual reconstitution or those that have less than USD 35 million value traded in the last 12 months.
Companies that fall below USD 25 million free float market cap on the final business day of a month are removed from the S&P/IFCI Index at the following month end.
If a companys shares are no longer available due to a cash acquisition or as a result of bankruptcy or delisting, the company will be deleted from the S&P/IFCI Index without replacement. If an issue stops pricing, its index membership will be maintained at the final offer price until its removal. The company may be removed from the S&P/IFCI Index if, in the judgment of Standard & Poors, trading in the companys shares is unlikely to resume.
C. Index Rebalancing / Structural Changes
The S&P/IFCI Index is reconstituted each October, using end-of-September data, and is effective the opening of the first business day each November. Additions and deletions are announced on the Standard & Poors site: www.standardandpoors.com\indices.
INDEX AVAILABILITY
The S&P/IFCI Index is calculated on all weekdays throughout the year. Daily historical price and total returns are
7
available by contacting Standard & Poors client services at index_services@standardandpoors.com. Index data are also generally available via commercial data providers, including the following major vendors: BARRA, Bloomberg, Datastream, FactSet Data Systems, Reuters, Wilshire Associates, Vestek, and Zephyr Associates.
EXCHANGE RATES AND PRICING
WM/Reuters foreign exchange rates are taken daily at 4:00 p.m. Greenwich mean time, and used in the calculation of the S&P/IFCI Index. These mid-market fixings are calculated by The WM Company based on Reuters data and appear on Reuters pages WMRA.
Each companys primary share listing is used to calculate index levels. Closing prices in each companys domestic market are used in the final daily index calculations. A limited number of index constituents have ADRs, GDRs, or foreign ordinary shares that trade, but no underlying common stock in their home market. Pricing for these issues will be based on the ADR, GDR, or foreign ordinary share in the currency of that listing market. Often, these shares trade in the United States with prices denominated in U.S. dollars. In cases of multiple listings but no home listing, the issue with the majority of the trading volume is used. If trading in a stock is halted, the last bid or suspension price is carried forward. In cases of prolonged suspension, a dealer market or gray market price is used, if obtainable, and the issue may be deleted from the index at such price.
PRINCIPAL INVESTMENT STRATEGIES
DIVERSIFICATION STATUS
Each Fund is classified as a non-diversified investment company under the 1940 Act. A non-diversified classification means that a Fund is not limited by the 1940 Act with regard to the percentage of its assets that may be invested in the securities of a single issuer. This means that a Fund may invest a greater portion of its assets in the securities of a single issuer than a diversified fund. The securities of a particular issuer may constitute a greater portion of an Index of each Fund and, therefore, the securities may constitute a greater portion of a Funds portfolio. This may have an adverse effect on a Funds performance or subject a Funds Shares to greater price volatility than more diversified investment companies.
Although each Fund is non-diversified for purposes of the 1940 Act, each Fund intends to maintain the required level of diversification and otherwise conduct its operations so as to qualify as a regulated investment company for purposes of the Internal Revenue Code of 1986, as amended (Internal Revenue Code), and to relieve each Fund of any liability for federal income tax to the extent that its earnings are distributed to shareholders. Compliance with the diversification requirements of the Internal Revenue Code may limit the investment flexibility of a Fund and may make it less likely that a Fund will meet its investment objective.
CONCENTRATION
Each Funds investments will generally be concentrated in a particular industry or group of industries to the extent that the Funds underlying Index is concentrated in a particular industry or group of industries. The securities of issuers in particular industries may dominate the benchmark Index of a Fund and consequently a Funds investment portfolio. This may adversely affect a Funds performance or subject its Shares to greater price volatility than that experienced by less concentrated investment companies. The Trusts general policy is to exclude securities of the U.S. government and its agencies or instrumentalities when measuring industry concentration.
In pursuing its objective, each Fund may hold the securities of a single issuer in an amount exceeding 10% of the market value of the outstanding securities of the issuer, subject to restrictions imposed by the Internal Revenue Code. In particular, as a Funds size grows and its assets increase, it will be more likely to hold more than 10% of the securities of a single issuer if the issuer has a relatively small public float as compared to other components in its benchmark Index.
FOREIGN CURRENCY TRANSACTIONS
Each Fund may conduct foreign currency transactions on a spot (i.e., cash) or forward basis (i.e., by entering into
8
forward contracts to purchase or sell foreign currencies). Although foreign exchange dealers generally do not charge a fee for such conversions, they do realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency at one rate, while offering a lesser rate of exchange should the counterparty desire to resell that currency to the dealer. Forward contracts are customized transactions that generally require a specific amount of a currency to be delivered at a specific exchange rate on a specific date or range of dates in the future although the Fund may also enter into non-deliverable currency forward contracts (NDFs) that contractually require the netting of the parties liabilities. Forwards, including NDFs, can have substantial price volatility. Forward contracts are generally traded in an interbank market directly between currency traders (usually large commercial banks) and their customers. The parties to a forward contract may agree to offset or terminate the contract before its maturity, or may hold the contract to maturity and complete the contemplated currency exchange. At the discretion of the Adviser, the Funds may enter into forward currency exchange contracts for hedging purposes to help reduce the risks and volatility caused by changes in foreign currency exchange rates, or to gain exposure to certain currencies in an effort to track the composition of the applicable Index. When used for hedging purposes, they tend to limit any potential gain that may be realized if the value of the Funds foreign holdings increases because of currency fluctuations.
U.S. REGISTERED SECURITIES OF FOREIGN ISSUERS
Each Fund may purchase publicly traded common stocks of foreign corporations.
Investing in U.S. registered, dollar-denominated, securities issued by non-U.S. issuers involves some risks and considerations not typically associated with investing in U.S. companies. These include differences in accounting, auditing and financial reporting standards, the possibility of expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability which could affect U.S. investments in foreign countries, and potential restrictions of the flow of international capital. Foreign companies may be subject to less governmental regulation than U.S. issuers. Moreover, individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payment positions.
A Funds investment in common stock of foreign corporations may also be in the form of American Depositary Receipts (ADRs), Global Depositary Receipts (GDRs) and European Depositary Receipts (EDRs) (collectively Depositary Receipts). Depositary Receipts are receipts, typically issued by a bank or trust company, which evidence ownership of underlying securities issued by a foreign corporation. For ADRs, the depository is typically a U.S. financial institution and the underlying securities are issued by a foreign issuer. For other Depositary Receipts, the depository may be a foreign or a U.S. entity, and the underlying securities may have a foreign or a U.S. issuer. Depositary Receipts will not necessarily be denominated in the same currency as their underlying securities. Generally, ADRs, in registered form, are designed for use in the U.S. securities markets, and EDRs, in bearer form, are designated for use in European securities markets. GDRs are tradable both in the United States and in Europe and are designed for use throughout the world. The Fund may invest in unsponsored Depositary Receipts. The issuers of unsponsored Depositary Receipts are not obligated to disclose material information in the United States, and, therefore, there may be less information available regarding such issuers and there may not be a correlation between such information and the market value of the Depositary Receipts.
FUTURES CONTRACTS, OPTIONS AND SWAP AGREEMENTS
Each Fund may invest up to 20% of its assets in derivatives, including exchange-traded futures and options contracts and swap agreements (including credit default swaps). A Fund will segregate cash and/or appropriate liquid assets if required to do so by SEC or Commodity Futures Trading Commission (CFTC) regulation or interpretation.
Futures contracts generally provide for the future sale by one party and purchase by another party of a specified commodity or security at a specified future time and at a specified price. Index futures contracts are settled daily with a payment by one party to the other of a cash amount based on the difference between the level of the index specified in the contract from one day to the next. Futures contracts are standardized as to maturity date and underlying instrument and are traded on futures exchanges.
A Fund is required to make a good faith margin deposit in cash or U.S. government securities with a broker or custodian to initiate and maintain open positions in futures contracts. A margin deposit is intended to assure completion of the contract (delivery or acceptance of the underlying commodity or payment of the cash settlement
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amount) if it is not terminated prior to the specified delivery date. Brokers may establish deposit requirements which are higher than the exchange minimums. Futures contracts are customarily purchased and sold on margin deposits which may range upward from less than 5% of the value of the contract being traded.
After a futures contract position is opened, the value of the contract is marked to market daily. If the futures contract price changes to the extent that the margin on deposit does not satisfy margin requirements, payment of additional variation margin will be required. Conversely, change in the contract value may reduce the required margin, resulting in a repayment of excess margin to the contract holder. Variation margin payments are made to and from the futures broker for as long as the contract remains open. In such case, a Fund would expect to earn interest income on its margin deposits. Closing out an open futures position is done by taking an opposite position (buying a contract which has previously been sold or selling a contract previously purchased) in an identical contract to terminate the position. Brokerage commissions are incurred when a futures contract position is opened or closed.
A Fund may purchase and sell put and call options. Such options may relate to particular securities and may or may not be listed on a national securities exchange and issued by The Options Clearing Corporation. Options trading is a highly specialized activity that entails greater than ordinary investment risk. Options on particular securities may be more volatile than the underlying securities, and therefore, on a percentage basis, an investment in options may be subject to greater fluctuation than an investment in the underlying securities themselves.
Regulation under the Commodities Exchange Act. Each Fund intends to use futures and options in accordance with Rule 4.5 of the Commodity Exchange Act (CEA). A Fund may use exchange-traded futures and options, together with positions in cash and money market instruments, to simulate full investment in its underlying Index. Exchange-traded futures and options contracts may not be currently available for all of the Indexes. Under such circumstances, the Adviser may seek to utilize other instruments that it believes to be correlated to the applicable Index components or a subset of the components. The Trust, on behalf of the Funds, has filed a notice of eligibility for exclusion from the definition of the term commodity pool operator in accordance with Rule 4.5 so that the Funds are not subject to registration or regulation as a commodity pool operator under the CEA.
In connection with its management of the Funds, the Adviser has claimed an exemption from registration as a commodity trading advisor under the CEA and, therefore, is not subject to the registration and regulatory requirements of the CEA. Under the exemption from registration as a commodity pool operator provided under CFTC Rule 4.5, if a Fund uses futures, options on futures, or swaps other than for bona fide hedging purposes (as defined by the CFTC), the aggregate initial margin and premiums on these positions (after taking into account unrealized profits and unrealized losses on any such positions and excluding the amount by which options that are in-the-money at the time of purchase are in-the-money) may not exceed 5% of the Funds net asset value, or alternatively, the aggregate net notional value of those positions may not exceed 100% of the Funds net asset value (after taking into account unrealized profits and unrealized losses on any such positions). Should a Fund not be able to rely on Rule 4.5, the Adviser will be required to register with the CFTC, with respect to the Fund, as a commodity pool operator. Registration by the Adviser as a commodity pool operator with respect to a Fund would subject the Fund to regulation by both the CFTC and SEC. Each Fund reserves the right to engage in transactions involving futures and options thereon to the extent allowed by the CFTC regulations in effect from time to time and in accordance with a Funds policies. Each Fund would take steps to prevent its futures positions from leveraging its securities holdings. When it has a long futures position, it will maintain with its custodian bank, cash or equivalents assets substantially identical to those underlying the contract or cash and equivalents (or a combination of the foregoing) having a value equal to the net obligation of a Fund under the contract (less the value of any margin deposits in connection with the position). When it has a short futures position, it will maintain with its custodian bank assets substantially identical to those underlying the contract or cash and equivalents (or a combination of the foregoing) having a value equal to the net obligation of a Fund under the contract (less the value of any margin deposits in connection with the position).
Short Sales Against the Box. Each Fund may engage in short sales against the box. In a short sale against the box, the Fund agrees to sell at a future date a security that it either contemporaneously owns or has the right to acquire at no extra cost. If the price of the security has declined at the time the Fund is required to deliver the security, the Fund will benefit from the difference in the price. If the price of the security has increased, the Fund will be required to pay the difference.
Swap Agreements. Each Fund may enter into swap agreements; including interest rate, index, and total return swap agreements. Swap agreements are contracts between parties in which one party agrees to make periodic payments to
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the other party based on the change in market value or level of a specified rate, index or asset. In return, the other party agrees to make payments to the first party based on the return of a different specified rate, index or asset. Swap agreements will usually be done on a net basis, i.e., where the two parties make net payments with a Fund receiving or paying, as the case may be, only the net amount of the two payments. The net amount of the excess, if any, of a Funds obligations over its entitlements with respect to each swap is accrued on a daily basis and an amount of cash or equivalents having an aggregate value at least equal to the accrued excess is maintained by the Fund.
In the case of a credit default swap (CDS), the contract gives one party (the buyer) the right to recoup the economic value of a decline in the value of debt securities of the reference issuer if the credit event (a downgrade or default) occurs. This value is obtained by delivering a debt security of the reference issuer to the party in return for a previously agreed payment from the other party (frequently, the par value of the debt security). As the seller of a CDS contract, a Fund would be required to pay the par (or other agreed upon) value of a referenced debt obligation to the counterparty in the event of a default or other credit event by the reference issuer, such as a U.S. or foreign corporate issuer, with respect to debt obligations. In return, the Fund would receive from the counterparty a periodic stream of payments over the term of the contract provided that no event of default has occurred. If no default occurs, a Fund would keep the stream of payments and would have no payment obligations. As the seller, the Fund would be subject to investment exposure on the notional amount of the swap.
CDSs may require initial premium (discount) payments as well as periodic payments (receipts) related to the interest leg of the swap or to the default of a reference obligation. A Fund will segregate assets necessary to meet any accrued payment obligations when it is the buyer of CDS. In cases where a Fund is a seller of a CDS, if the CDS is physically settled or cash settled, the Fund will be required to segregate the full notional amount of the CDSs. Such segregation will not limit the Funds exposure to loss.
CDS agreements involve greater risks than if a Fund had invested in the reference obligation directly since, in addition to general market risks, illiquidity risk associated with a particular issuer, and credit risk, each of which will be similar in either case, CDSs are subject to the risk of illiquidity within the CDS market on the whole, as well as counterparty risk. A Fund will enter into CDS agreements only with counterparties that meet certain standards of creditworthiness. A Fund will only enter into CDSs for purposes of better tracking the performance of its Index.
FUTURE DEVELOPMENTS
A Fund may take advantage of opportunities in the area of options and futures contracts, options on futures contracts, warrants, swaps and any other investments which are not presently contemplated for use by the Fund or which are not currently available but which may be developed, to the extent such opportunities are both consistent with the Funds investment objective and legally permissible for the Fund. Before entering into such transactions or making any such investment, a Fund will provide appropriate disclosure.
NON-PRINCIPAL INVESTMENT STRATEGIES
INVESTMENT COMPANIES
Each Fund may invest in the securities of other investment companies, including affiliated funds and money market funds, subject to applicable limitations under Section 12(d)(1) of the 1940 Act. Pursuant to Section 12(d)(1), a Fund may invest in the securities of another investment company (the acquired company) provided that the Fund, immediately after such purchase or acquisition, does not own in the aggregate: (i) more than 3% of the total outstanding voting stock of the acquired company; (ii) securities issued by the acquired company having an aggregate value in excess of 5% of the value of the total assets of the Fund; or (iii) securities issued by the acquired company and all other investment companies (other than Treasury stock of the Fund) having an aggregate value in excess of 10% of the value of the total assets of the Fund. To the extent allowed by law, regulation, a Funds investment restrictions and the Trusts exemptive relief, each Fund may invest its assets in securities of investment companies that are affiliated funds and/or money market funds, in excess of the limits discussed above.
If a Fund invests in, and, thus, is a shareholder of, another investment company, the Funds shareholders will indirectly bear the Funds proportionate share of the fees and expenses paid by such other investment company, including advisory fees, in addition to both the management fees payable directly by the Fund to the Funds own investment adviser and the other expenses that the Fund bears directly in connection with the Funds own operations.
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LENDING PORTFOLIO SECURITIES
Each Fund may lend portfolio securities to certain creditworthy borrowers in U.S. and non- U.S. markets in an amount not to exceed one third (33 1 / 3 %) of the value of its total assets. The borrowers provide collateral that is marked to market daily, in an amount at least equal to the current market value of the securities loaned. A Fund may terminate a loan at any time and obtain the securities loaned. A Fund receives the value of any interest or cash or non-cash distributions paid on the loaned securities. A Fund cannot vote proxies for securities on loan, but may recall loans to vote proxies if a material issue affecting the Funds economic interest in the investment is to be voted upon. Distributions received on loaned securities in lieu of dividend payments ( i.e., substitute payments) would not be considered qualified dividend income.
With respect to loans that are collateralized by cash, the borrower will be entitled to receive a fee based on the amount of cash collateral. A Fund is compensated by the difference between the amount earned on the reinvestment of cash collateral and the fee paid to the borrower. In the case of collateral other than cash, a Fund is compensated by a fee paid by the borrower equal to a percentage of the market value of the loaned securities. Any cash collateral may be reinvested in certain short-term instruments either directly on behalf of the lending Fund or through one or more joint accounts or money market funds, which may include those managed by the Adviser.
A Fund may pay a portion of the interest or fees earned from securities lending to a borrower as described above, and to one or more securities lending agents approved by the Board of Trustees of the Trust (the Board) who administer the lending program for the Funds in accordance with guidelines approved by the Board. In such capacity, the lending agent causes the delivery of loaned securities from a Fund to borrowers, arranges for the return of loaned securities to the Fund at the termination of a loan, requests deposit of collateral, monitors the daily value of the loaned securities and collateral, requests that borrowers add to the collateral when required by the loan agreements, and provides recordkeeping and accounting services necessary for the operation of the program. State Street Bank and Trust Company (State Street), an affiliate of the Trust, has been approved by the Board to serve as securities lending agent for a Fund and the Trust has entered into an agreement with State Street for such services. Among other matters, the Trust has agreed to indemnify State Street for certain liabilities. State Street has received an order of exemption from the SEC under Sections 17(a) and 12(d)(1) under the 1940 Act to serve as the lending agent for affiliated investment companies such as the Trust and to invest the cash collateral received from loan transactions to be invested in an affiliated cash collateral fund.
Securities lending involves exposure to certain risks, including operational risk (i.e., the risk of losses resulting from problems in the settlement and accounting process especially so in certain international markets such as Taiwan), gap risk (i.e., the risk of a mismatch between the return on cash collateral reinvestments and the fees a Fund has agreed to pay a borrower), risk of loss of collateral, credit, legal, counterparty and market risk. Although State Street has agreed to provide a Fund with indemnification in the event of a borrower default, a Fund is still exposed to the risk of losses in the event a borrower does not return a Funds securities as agreed. For example, delays in recovery of lent securities may cause a Fund to lose the opportunity to sell the securities at a desirable price.
LEVERAGING
While the Funds do not anticipate doing so, a Fund may borrow money in an amount greater than 5% of the value of the Funds total assets. However, under normal circumstances, a Fund will not borrow money from a bank in an amount greater than 10% of the value of the Funds total assets. Borrowing for investment purposes is one form of leverage. Leveraging investments, by purchasing securities with borrowed money, is a speculative technique that increases investment risk, but also increases investment opportunity. Because substantially all of a Funds assets will fluctuate in value, whereas the interest obligations on borrowings may be fixed, the NAV of a Fund will increase more when such Funds portfolio assets increase in value and decrease more when the Funds portfolio assets decrease in value than would otherwise be the case. Moreover, interest costs on borrowings may fluctuate with changing market rates of interest and may partially offset or exceed the returns on the borrowed funds.
REPURCHASE AGREEMENTS
Each Fund may invest in repurchase agreements with commercial banks, brokers or dealers to generate income from its excess cash balances and to invest securities lending cash collateral. A repurchase agreement is an agreement under which a Fund acquires a financial instrument (e.g., a security issued by the U.S. government or an agency
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thereof, a bankers acceptance or a certificate of deposit) from a seller, subject to resale to the seller at an agreed upon price and date (normally, the next Business Day as defined below). A repurchase agreement may be considered a loan collateralized by securities. The resale price reflects an agreed upon interest rate effective for the period the instrument is held by a Fund and is unrelated to the interest rate on the underlying instrument.
In these repurchase agreement transactions, the securities acquired by a Fund (including accrued interest earned thereon) must have a total value in excess of the value of the repurchase agreement and are held by the Custodian until repurchased. No more than an aggregate of 15% of a Funds net assets will be invested in illiquid securities, including repurchase agreements having maturities longer than seven days and securities subject to legal or contractual restrictions on resale, or for which there are no readily available market quotations.
The use of repurchase agreements involves certain risks. For example, if the other party to the agreement defaults on its obligation to repurchase the underlying security at a time when the value of the security has declined, a Fund may incur a loss upon disposition of the security. If the other party to the agreement becomes insolvent and subject to liquidation or reorganization under the U.S. Bankruptcy Code or other laws, a court may determine that the underlying security is collateral for a loan by a Fund not within the control of the Fund and, therefore, the Fund may not be able to substantiate its interest in the underlying security and may be deemed an unsecured creditor of the other party to the agreement.
REVERSE REPURCHASE AGREEMENTS
Each Fund may enter into reverse repurchase agreements, which involve the sale of securities with an agreement to repurchase the securities at an agreed-upon price, date and interest payment and have the characteristics of borrowing. The securities purchased with the funds obtained from the agreement and securities collateralizing the agreement will have maturity dates no later than the repayment date. Generally the effect of such transactions is that a Fund can recover all or most of the cash invested in the portfolio securities involved during the term of the reverse repurchase agreement, while in many cases a Fund is able to keep some of the interest income associated with those securities. Such transactions are only advantageous if a Fund has an opportunity to earn a greater rate of interest on the cash derived from these transactions than the interest cost of obtaining the same amount of cash. Opportunities to realize earnings from the use of the proceeds equal to or greater than the interest required to be paid may not always be available and a Fund intends to use the reverse repurchase technique only when the Adviser believes it will be advantageous to the Fund. The use of reverse repurchase agreements may exaggerate any interim increase or decrease in the value of a Funds assets. A Funds exposure to reverse repurchase agreements will be covered by securities having a value equal to or greater than such commitments. Under the 1940 Act, reverse repurchase agreements are considered borrowings. Although there is no limit on the percentage of Fund assets that can be used in connection with reverse repurchase agreements, the Funds do not expect to engage, under normal circumstances, in reverse repurchase agreements with respect to more than 10% of their respective total assets.
RESTRICTED SECURITIES
Each Fund may invest in restricted securities. Restricted Securities are securities that are not registered under the Securities Act, but which can be offered and sold to qualified institutional buyers under Rule 144A under the Securities Act. Institutional markets for restricted securities have developed as a result of the promulgation of Rule 144A under the Securities Act, which provides a safe harbor from Securities Act registration requirements for qualifying sales to institutional investors. When Rule 144A restricted securities present an attractive investment opportunity and meet other selection criteria, a Fund may make such investments whether or not such securities are illiquid depending on the market that exists for the particular security. The Board has delegated the responsibility for determining the liquidity of Rule 144A restricted securities that a Fund may invest in to the Adviser. In reaching liquidity decisions, the Adviser may consider the following factors: the frequency of trades and quotes for the security; the number of dealers wishing to purchase or sell the security and the number of other potential purchasers; dealer undertakings to make a market in the security; and the nature of the security and the nature of the marketplace in which it trades ( e.g. , the time needed to dispose of the security, the method of soliciting offers and the mechanics of transfer).
COMMERCIAL PAPER
Each Fund may invest in commercial paper as described in the Prospectus. Commercial paper consists of short-term, promissory notes issued by banks, corporations and other entities to finance short-term credit needs. These securities generally are discounted but sometimes may be interest bearing.
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OTHER SHORT-TERM INSTRUMENTS
In addition to repurchase agreements, each Fund may invest in short-term instruments, including money market instruments, (including money market funds advised by the Adviser), cash and cash equivalents, on an ongoing basis to provide liquidity or for other reasons. Money market instruments are generally short-term investments that may include but are not limited to: (i) shares of money market funds (including those advised by the Adviser); (ii) obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities (including government-sponsored enterprises); (iii) negotiable certificates of deposit (CDs), bankers acceptances, fixed time deposits and other obligations of U.S. and foreign banks (including foreign branches) and similar institutions; (iv) commercial paper rated at the date of purchase Prime-1 by Moodys Investors Service (Moodys)or A-1 by Standard & Poors (S&P), or if unrated, of comparable quality as determined by the Adviser; (v) non-convertible corporate debt securities (e.g., bonds and debentures) with remaining maturities at the date of purchase of not more than 397 days and that satisfy the rating requirements set forth in Rule 2a-7 under the 1940 Act; and (vi) short-term U.S. dollar-denominated obligations of foreign banks (including U.S. branches) that, in the opinion of the Adviser, are of comparable quality to obligations of U.S. banks which may be purchased by a Fund. Any of these instruments may be purchased on a current or a forward-settled basis. Money market instruments also include shares of money market funds. Time deposits are non-negotiable deposits maintained in banking institutions for specified periods of time at stated interest rates. Bankers acceptances are time drafts drawn on commercial banks by borrowers, usually in connection with international transactions.
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SPECIAL CONSIDERATIONS AND RISKS
A discussion of the risks associated with an investment in each Fund is contained in the Prospectus. The discussion below supplements, and should be read in conjunction with, the Prospectus.
PRINCIPAL RISKS
GENERAL
Investment in a Fund should be made with an understanding that the value of a Funds portfolio securities may fluctuate in accordance with changes in the financial condition of the issuers of the portfolio securities, the value of securities generally and other factors.
An investment in a Fund should also be made with an understanding of the risks inherent in an investment in securities, including the risk that the financial condition of issuers may become impaired or that the general condition of the securities markets may deteriorate (either of which may cause a decrease in the value of the portfolio securities and thus in the value of Shares). Securities are susceptible to general 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 incur more risk than holders of preferred stocks and debt obligations because common stockholders, as owners of the issuer, have generally inferior rights to receive payments from the issuer in comparison with the rights of creditors of, or holders of debt obligations or preferred stocks issued by, the issuer. Further, unlike debt securities which typically have a stated principal amount payable at maturity (whose value, however, will be subject to market fluctuations prior thereto), or preferred stocks, which typically have a liquidation preference and which 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 principal trading market for some of the securities in an Index may be in the over-the-counter market. The existence of a liquid trading market for certain securities may depend on whether dealers will make a market in such securities. There can be no assurance that a market will be made or maintained or that any such market will be or remain liquid. The price at which securities may be sold and the value of a Funds Shares will be adversely affected if trading markets for a Funds portfolio securities are limited or absent or if bid/ask spreads are wide.
FUTURES AND OPTIONS TRANSACTIONS
There can be no assurance that a liquid secondary market will exist for any particular futures contract or option at any specific time. Thus, it may not be possible to close a futures or options position. In the event of adverse price movements, a Fund would continue to be required to make daily cash payments to maintain its required margin. In such situations, if a Fund has insufficient cash, it may have to sell portfolio securities to meet daily margin requirements at a time when it may be disadvantageous to do so. In addition, a Fund may be required to make delivery of the instruments underlying futures contracts it has sold.
Each Fund will minimize the risk that it will be unable to close out a futures or options contract by only entering into futures and options for which there appears to be a liquid secondary market.
The risk of loss in trading futures contracts or uncovered call options in some strategies (e.g., selling uncovered index futures contracts) is potentially unlimited. The Funds do not plan to use futures and options contracts, when available, in this manner. The risk of a futures position may still be large as traditionally measured due to the low margin deposits required. In many cases, a relatively small price movement in a futures contract may result in immediate and substantial loss or gain to the investor relative to the size of a required margin deposit. A Fund, however, may utilize futures and options contracts in a manner designed to limit its risk exposure to that which is comparable to what it would have incurred through direct investment in securities.
Utilization of futures transactions by a Fund involves the risk of imperfect or even negative correlation to its
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benchmark Index if the index underlying the futures contracts differs from the benchmark Index or if the futures contracts do not track the benchmark Index as expected. There is also the risk of loss by a Fund of margin deposits in the event of bankruptcy of a broker with whom a Fund has an open position in the futures contract or option.
Certain financial futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous days settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day and therefore does not limit potential losses, because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and subjecting some futures traders to substantial losses.
RISKS OF SWAP AGREEMENTS
Swap agreements are subject to the risk that the swap counterparty will default on its obligations. If such a default occurs, a Fund will have contractual remedies pursuant to the agreements related to the transaction, but such remedies may be subject to bankruptcy and insolvency laws which could affect the Funds rights as a creditor.
The use of interest-rate and index swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio security transactions. The use of a swap requires an understanding not only of the referenced asset, reference rate, or index but also of the swap itself, without the benefit of observing the performance of the swap under all possible market conditions. These transactions generally do not involve the delivery of securities or other underlying assets or principal.
The swaps market is largely unregulated. It is possible that developments in the swaps market, including potential government regulation, could adversely affect a Funds ability to terminate existing swap agreements or to realize amounts to be received under such agreements.
Because they are two party contracts that may be subject to contractual restrictions on transferability and termination and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid and subject to a Funds limitation on investments in illiquid securities. To the extent that a swap is not liquid, it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price, which may result in significant losses. Like most other investments, swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental to a Funds interest.
If a Fund uses a swap as a hedge against, or as a substitute for, a portfolio investment, the Fund will be exposed to the risk that the swap will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the Fund. While hedging strategies involving swap instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other Fund investments. Many swaps are complex and often valued subjectively.
REAL ESTATE INVESTMENT TRUSTS (REITs)
The Funds may invest in REITs. REITs pool investors funds for investment primarily in income producing real estate or real estate loans or interests. A REIT is not taxed on income distributed to shareholders if it complies with several requirements relating to its organization, ownership, assets, and income and a requirement that it distribute to its shareholders at least 90% of its taxable income (other than net capital gains) for each taxable year. REITs can generally be classified as Equity REITs, Mortgage REITs and Hybrid REITs. Equity REITs, which invest the majority of their assets directly in real property, derive their income primarily from rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs, which invest the majority of their assets in real estate mortgages, derive their income primarily from interest payments. Hybrid REITs combine the characteristics of both Equity REITs and Mortgage REITs. A Fund will not invest in real estate directly, but only in securities issued by real estate companies. However, a Fund may be subject to risks similar to those associated with the direct ownership of real estate (in addition to securities markets risks) because of its policy of concentration in the securities of companies in the real estate industry. These include declines in the value of real estate, risks related to general and local economic conditions, dependency on management skill, heavy cash flow dependency, possible lack of availability of mortgage funds, overbuilding, extended vacancies of properties,
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increased competition, increases in property taxes and operating expenses, changes in zoning laws, losses due to costs resulting from the clean-up of environmental problems, liability to third parties for damages resulting from environmental problems, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal of properties to tenants and changes in interest rates. Investments in REITs may subject Fund shareholders to duplicate management and administrative fees.
In addition to these risks, Equity REITs may be affected by changes in the value of the underlying property owned by the trusts, while Mortgage REITs may be affected by the quality of any credit extended. Further, Equity and Mortgage REITs are dependent upon management skills and generally may not be diversified. Equity and Mortgage REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidation. In addition, if applicable, Equity and Mortgage REITs could possibly fail to qualify for the beneficial tax treatment available to REITs under the Internal Revenue Code, or to maintain their exemptions from registration under the 1940 Act. The above factors may also adversely affect a borrowers or a lessees ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting investments.
NON-PRINCIPAL RISKS
TAX RISKS
As with any investment, you should consider how your investment in Shares of a Fund will be taxed. The tax information in the Prospectus and this SAI is provided as general information. You should consult your own tax professional about the tax consequences of an investment in Shares of a Fund.
Unless your investment in Shares is made through a tax-exempt entity or tax-deferred retirement account, such as an individual retirement account, you need to be aware of the possible tax consequences when a Fund makes distributions or you sell Fund Shares.
CONTINUOUS OFFERING
The method by which Creation Units of Shares are created and traded may raise certain issues under applicable securities laws. Because new Creation Units of Shares are issued and sold by the Trust on an ongoing basis, at any point a distribution, as such term is used in the Securities Act, may occur. Broker-dealers and other persons are cautioned that some activities on their part may, depending on the circumstances, 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 Securities Act.
For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units after placing an order with the Distributor, breaks them down into constituent Shares, and sells such Shares directly to customers, or if it chooses to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for Shares. A determination of whether one is an underwriter for purposes of the Securities Act 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 a categorization as an underwriter.
Broker-dealer firms should also note that dealers who are not underwriters but are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. This is because the prospectus delivery exemption in Section 4(3) of the Securities Act is not available in respect of such transactions as a result of Section 24(d) of the 1940 Act. Firms that incur a prospectus-delivery obligation with respect to Shares of a Fund are reminded that under Securities Act Rule 153, a prospectus-delivery obligation under Section 5(b)(2) of the Securities Act owed to an exchange member in connection with a sale on the Exchange is satisfied by the fact that a Funds Prospectus is available at the Exchange upon request. The prospectus delivery mechanism provided in Rule 153 is only available with respect to transactions on an exchange.
CYBER SECURITY RISK
With the increased use of technologies such as the Internet and the dependence on computer systems to perform business and operational functions, investment companies (such as the Funds) and their service providers (including the Adviser) may be prone to operational and information security risks resulting from cyber-attacks and/or
17
technological malfunctions. In general, cyber-attacks are deliberate, but unintentional events may have similar effects. Cyber-attacks include, among others, stealing or corrupting data maintained online or digitally, preventing legitimate users from accessing information or services on a website, releasing confidential information without authorization, and causing operational disruption. Successful cyber-attacks against, or security breakdowns of, a Fund, the Adviser, a Sub-Adviser, or a custodian, transfer agent, or other affiliated or third-party service provider may adversely affect the Fund or its shareholders. For instance, cyber-attacks may interfere with the processing of shareholder transactions, affect a Funds ability to calculate its NAV, cause the release of private shareholder information or confidential Fund information, impede trading, cause reputational damage, and subject the Fund to regulatory fines, penalties or financial losses, reimbursement or other compensation costs, and additional compliance costs. Cyber-attacks may render records of Fund assets and transactions, shareholder ownership of Fund shares, and other data integral to the functioning of the Fund inaccessible or inaccurate or incomplete. The Fund may also incur substantial costs for cyber security risk management in order to prevent cyber incidents in the future. The Fund and its shareholders could be negatively impacted as a result. While the Adviser has established business continuity plans and systems designed to minimize the risk of cyber-attacks through the use of technology, processes and controls, there are inherent limitations in such plans and systems, including the possibility that certain risks have not been identified given the evolving nature of this threat. The Fund relies on third-party service providers for many of its day-to-day operations, and will be subject to the risk that the protections and protocols implemented by those service providers will be ineffective to protect the Fund from cyber-attack. Similar types of cyber security risks also are present for issuers of securities in which the Funds invest, which could result in material adverse consequences for such issuers, and may cause a Funds investment in such securities to lose value.
The Trust has adopted the following investment restrictions as fundamental policies with respect to each Fund. These restrictions cannot be changed without the approval of the holders of a majority of a Funds outstanding voting securities. For purposes of the 1940 Act, a majority of the outstanding voting securities of a Fund means the vote, at an annual or a special meeting of the security holders of the Trust, of the lesser of (1) 67% or more of the voting securities of the Fund present at such meeting, if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented by proxy, or (2) more than 50% of the outstanding voting securities of the Fund. Except with the approval of a majority of the outstanding voting securities, each Fund may not:
1. Concentrate its investments in securities of issuers in the same industry, except as may be necessary to approximate the composition of the Funds underlying Index 1 ;
2. Make loans to another person except as permitted by the 1940 Act or other governing statute, by the rules thereunder, or by the SEC or other regulatory agency with authority over the Fund;
3. Issue senior securities or borrow money, except as permitted by the 1940 Act or other governing statute, by the rules thereunder, or by the SEC or other regulatory agency with authority over the Fund;
4. Invest directly in real estate unless the real estate is acquired as a result of ownership of securities or other instruments. This restriction shall not preclude the Fund from investing in companies that deal in real estate or in instruments that are backed or secured by real estate;
5. Act as an underwriter of another issuers securities, except to the extent the Fund may be deemed to be an underwriter within the meaning of the Securities Act of 1933 in connection with the Funds purchase and sale of portfolio securities; or
6. Invest in commodities except as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.
In addition to the investment restrictions adopted as fundamental policies as set forth above, each Fund observes the following restrictions, which may be changed by the Board without a shareholder vote. Each Fund will not:
1 | The SEC Staff considers concentration to involve more than 25% of a funds assets to be invested in an industry or group of industries. |
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1. Invest in the securities of a company for the purpose of exercising management or control, provided that the Trust may vote the investment securities owned by the Fund in accordance with its views;
2. Hold illiquid assets in excess of 15% of its net assets. An illiquid asset is any asset which may not be sold or disposed of in the ordinary course of business within seven days at approximately the value at which the Fund has valued the investment; or
3. Under normal circumstances:
a. | with respect each Fund, invest less than 80% of its total assets in component securities that comprise its relevant benchmark Index or in American Depositary Receipts (ADRs) or Global Depositary Receipts (GDRs) based on the securities in its Index; |
b. | with respect to the SPDR S&P Asia Pacific ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of Asian Pacific companies; |
c. | with respect to the SPDR S&P Europe ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of European companies; |
d. | with respect to the SPDR S&P Small Cap Emerging Europe ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of European companies; |
e. | with respect to the SPDR S&P Emerging Africa ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of African companies; |
f. | with respect to the SPDR S&P Emerging South East Asia ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of South East Asian companies; |
g. | with respect to the SPDR S&P Emerging GCC-Middle East ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of Middle Eastern companies; |
h. | with respect to the SPDR S&P Small Cap Emerging Middle East & Africa ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of Middle Eastern and/or African companies; |
i. | with respect to the SPDR S&P Ireland ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of Irish companies; |
j. | with respect to the SPDR S&P Brazil ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of Brazilian companies; |
k. | with respect to the SPDR India ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of Indian companies; |
l. | with respect to the SPDR S&P Small Cap Emerging Latin America ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of Latin American companies; |
m. | with respect to the SPDR MSCI France Quality Mix ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of French companies; and |
n. | with respect to the SPDR MSCI Switzerland Quality Mix ETF, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in securities of Swiss companies. |
Prior to any change in a Funds 80% investment policy such Fund will provide shareholders with 60 days written notice. The Funds define the foregoing terms in accordance with the definition of such terms per the applicable Index.
If a percentage limitation is adhered to at the time of investment or contract, a later increase or decrease in
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percentage resulting from any change in value or total or net assets will not result in a violation of such restriction, except that the percentage limitations with respect to the borrowing of money and illiquid securities will be observed continuously. With respect to the limitation on borrowing, in the event that a subsequent change in net assets or other circumstances cause a Fund to exceed its limitation, the Fund will take steps to bring the aggregate amount of borrowing back within the limitations within three days thereafter (not including Sundays and holidays). With respect to the limitation on illiquid securities, in the event that a subsequent change in net assets or other circumstances cause a Fund to exceed its limitation, the Fund will take steps to bring the aggregate amount of illiquid instruments back within the limitations as soon as reasonably practicable.
The 1940 Act currently permits each Fund to loan up to 33 1 / 3 % of its total assets. With respect to borrowing, the 1940 Act presently allows each Fund to: (1) borrow from any bank (including pledging, mortgaging or hypothecating assets) in an amount up to 33 1 / 3 % of its total assets, (2) borrow money for temporary purposes in an amount not exceeding 5% of the value of the Funds total assets at the time of the loan, and (3) enter into reverse repurchase agreements. However, under normal circumstances any borrowings by a Fund will not exceed 10% of the Funds total assets. The 1940 Act generally prohibits funds from issuing senior securities, although it does not treat certain transactions as senior securities, such as certain borrowings, short sales, reverse repurchase agreements, firm commitment agreements and standby commitments, with appropriate earmarking or segregation of assets to cover such obligation. With respect to investments in commodities, the 1940 Act presently permits the Funds to invest in commodities in accordance with investment policies contained in its prospectus and SAI. Any such investment shall also comply with the Commodity Exchange Act and the rules and regulations thereunder. The 1940 Act does not directly restrict an investment companys ability to invest in real estate, but does require that every investment company have the fundamental investment policy governing such investments. The Portfolio will not purchase or sell real estate, except that the Portfolio may purchase marketable securities issued by companies which own or invest in real estate (including REITs) and in instruments that are backed or secured by real estate.
A discussion of exchange listing and trading matters associated with an investment in a Fund is contained in the Prospectus under PURCHASE AND SALE INFORMATION and ADDITIONAL PURCHASE AND SALE INFORMATION. The discussion below supplements, and should be read in conjunction with, such sections of the Prospectus.
The Shares of each Fund are approved for listing and trading on the Exchange, subject to notice of issuance. The Shares trade on the Exchange at prices that may differ to some degree from their net asset value. There can be no assurance that the requirements of the Exchange necessary to maintain the listing of Shares of a Fund will continue to be met.
The Exchange may, but is not required to, remove the Shares of a Fund from listing if: (1) following the initial twelve-month period beginning upon the commencement of trading of the Fund, there are fewer than 50 beneficial holders of the Shares for 30 or more consecutive trading days; (2) the value of its underlying Index or portfolio of securities on which the Fund is based is no longer calculated or available; (3) the indicative optimized portfolio value (IOPV) of the Fund is no longer calculated or available; or (4) such other event shall occur or condition exists that, in the opinion of the Exchange, makes further dealings on the Exchange inadvisable. In addition, the Exchange will remove the Shares from listing and trading upon termination of the Trust or a Fund.
The Trust reserves the right to adjust the Share price of a Fund in the future to maintain convenient trading ranges for investors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect on the net assets of the Fund.
As in the case of other publicly-traded securities, brokers commissions on transactions will be based on negotiated commission rates at customary levels.
The base and trading currencies of each Fund is the U.S. dollar. The base currency is the currency in which a Funds net asset value per Share is calculated and the trading currency is the currency in which Shares of a Fund are listed and traded on the Exchange.
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The following information supplements and should be read in conjunction with the section in the Prospectus entitled MANAGEMENT.
Board Responsibilities. The management and affairs of the Trust and its series, including the Funds described in this SAI, are overseen by the Trustees. The Board has approved contracts, as described in this SAI, under which certain companies provide essential management services to the Trust.
Like most mutual funds, the day-to-day business of the Trust, including the management of risk, is performed by third party service providers, such as the Adviser, Distributor and Administrator. The Trustees are responsible for overseeing the Trusts service providers and, thus, have oversight responsibility with respect to risk management performed by those service providers. Risk management seeks to identify and address risks, i.e. , events or circumstances that could have material adverse effects on the business, operations, shareholder services, investment performance or reputation of the Funds. The Funds and their service providers employ a variety of processes, procedures and controls to identify various of those possible events or circumstances, to lessen the probability of their occurrence and/or to mitigate the effects of such events or circumstances if they do occur. Each service provider is responsible for one or more discrete aspects of the Trusts business ( e.g. , the Adviser is responsible for the day-to-day management of a Funds portfolio investments) and, consequently, for managing the risks associated with that business. The Board has emphasized to the Funds service providers the importance of maintaining vigorous risk management.
The Trustees role in risk oversight begins before the inception of a Fund, at which time the Funds Adviser presents the Board with information concerning the investment objectives, strategies and risks of the Fund, as well as proposed investment limitations for the Fund. Additionally, the Funds Adviser provides the Board with an overview of, among other things, its investment philosophies, brokerage practices and compliance infrastructures. Thereafter, the Board continues its oversight function as various personnel, including the Trusts Chief Compliance Officer, as well as personnel of the Adviser and other service providers, such as the Funds independent accountants, make periodic reports to the Audit Committee or to the Board with respect to various aspects of risk management. The Board and the Audit Committee oversee efforts by management and service providers to manage risks to which a Fund may be exposed.
The Board is responsible for overseeing the nature, extent and quality of the services provided to the Funds by the Adviser and receives information about those services at its regular meetings. In addition, on an annual basis, in connection with its consideration of whether to renew the Advisory Agreement with the Adviser, the Board meets with the Adviser to review such services. Among other things, the Board regularly considers the Advisers adherence to the Funds investment restrictions and compliance with various Fund policies and procedures and with applicable securities regulations. The Board also reviews information about each Funds investments.
The Trusts Chief Compliance Officer reports regularly to the Board to review and discuss compliance issues. At least annually, the Trusts Chief Compliance Officer provides the Board with a report reviewing the adequacy and effectiveness of the Trusts policies and procedures and those of its service providers, including the Adviser. The report addresses the operation of the policies and procedures of the Trust and each service provider since the date of the last report; any material changes to the policies and procedures since the date of the last report; any recommendations for material changes to the policies and procedures; and any material compliance matters since the date of the last report.
The Board receives reports from the Funds service providers regarding operational risks and risks related to the valuation and liquidity of portfolio securities. Regular reports are made to the Board concerning investments for which market quotations are not readily available. Annually, the independent registered public accounting firm reviews with the Audit Committee its audit of each Funds financial statements, focusing on major areas of risk encountered by the Funds and noting any significant deficiencies or material weaknesses in the Funds internal controls. Additionally, in connection with its oversight function, the Board oversees Fund managements implementation of disclosure controls and procedures, which are designed to ensure that information required to be disclosed by the Trust in its periodic reports with the SEC are recorded, processed, summarized, and reported within the required time periods. The Board also oversees the Trusts internal controls over financial reporting, which comprise policies and procedures designed to provide reasonable assurance regarding the reliability of the Trusts financial reporting and the preparation of the Trusts financial statements.
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From their review of these reports and discussions with the Adviser, the Chief Compliance Officer, the independent registered public accounting firm and other service providers, the Board and the Audit Committee learn in detail about the material risks of the Fund, thereby facilitating a dialogue about how management and service providers identify and mitigate those risks.
The Board recognizes that not all risks that may affect a Fund can be identified and/or quantified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve a Funds goals, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received by the Trustees as to risk management matters are typically summaries of the relevant information. Most of the Funds investment management and business affairs are carried out by or through the Funds Adviser and other service providers, each of which has an independent interest in risk management but whose policies and the methods by which one or more risk management functions are carried out may differ from the Funds and each others in the setting of priorities, the resources available or the effectiveness of relevant controls. As a result of the foregoing and other factors, the Boards ability to monitor and manage risk, as a practical matter, is subject to limitations.
Trustees and Officers. There are six members of the Board of Trustees, five of whom are not interested persons of the Trust, as that term is defined in the 1940 Act (Independent Trustees). Frank Nesvet, an Independent Trustee, serves as Chairman of the Board. The Board has determined its leadership structure is appropriate given the specific characteristics and circumstances of the Trust. The Board made this determination in consideration of, among other things, the fact that the Independent Trustees constitute a super-majority (greater than 75%) of the Board, the fact that the chairperson of each Committee of the Board is an Independent Trustee, the amount of assets under management in the Trust, and the number of funds (and classes of shares) overseen by the Board. The Board also believes that its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from fund management.
The Board of Trustees has two standing committees: the Audit Committee and Trustee Committee. The Audit Committee and Trustee Committee are each chaired by an Independent Trustee and composed of all of the Independent Trustees.
Set forth below are the names, year of birth, position with the Trust, length of term of office, and the principal occupations during the last five years and other directorships held of each of the persons currently serving as a Trustee or Officer of the Trust.
TRUSTEES
NAME, ADDRESS AND YEAR OF BIRTH |
POSITION(S) WITH FUNDS |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS |
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE |
OTHER DIRECTORSHIPS
HELD BY
TRUSTEE
|
|||||
INDEPENDENT TRUSTEES |
||||||||||
FRANK NESVET c/o SPDR Index Shares Funds State Street Financial Center One Lincoln Street Boston, MA 02111-2900 1943 |
Independent Trustee, Chairman, Trustee Committee Chairman |
Term: Unlimited Served: since September 2000 |
Chief Executive Officer, Libra Group, Inc. (1998-present) (a financial services consulting company). | 199 | SPDR Series Trust (Trustee); SSgA Active Trust (Trustee); SSgA Master Trust (Trustee). | |||||
DAVID M. KELLY c/o SPDR Index Shares Funds State Street Financial Center One Lincoln Street Boston, MA 02111-2900 1938 |
Independent Trustee, Audit Committee Chairman |
Term: Unlimited Served: since September 2000 |
Retired. | 199 | SPDR Series Trust (Trustee); SSgA Active Trust (Trustee); SSgA Master Trust (Trustee). |
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NAME, ADDRESS AND YEAR OF BIRTH |
POSITION(S) WITH FUNDS |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS |
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE |
OTHER DIRECTORSHIPS
HELD BY
TRUSTEE
|
|||||
BONNY EUGENIA BOATMAN c/o SPDR Index Shares Funds State Street Financial Center One Lincoln Street Boston, MA 02111-2900 1950 |
Independent Trustee |
Term: Unlimited Served: since April 2010 |
Retired (2005 -present); Managing Director, Columbia Management Group, Bank of America (1984-2005). | 199 | SPDR Series Trust (Trustee); SSgA Active Trust (Trustee); SSgA Master Trust (Trustee). | |||||
DWIGHT D. CHURCHILL c/o SPDR Index Shares Funds State Street Financial Center One Lincoln Street Boston, MA 02111-2900 1953 |
Independent Trustee |
Term: Unlimited Served: since April 2010 |
CEO and President, CFA Institute (2014 - present); Self-employed consultant since 2010; Head of Fixed Income and other Senior Management roles, Fidelity Investments (1993-2009). | 199 | Affiliated Managers Group, Inc. (Director and Audit Committee Chair); SPDR Series Trust (Trustee); SSgA Active Trust (Trustee); SSgA Master Trust (Trustee). | |||||
CARL G. VERBONCOEUR c/o SPDR Index Shares Funds State Street Financial Center One Lincoln Street Boston, MA 02111-2900 1952 |
Independent Trustee |
Term: Unlimited Served: since April 2010 |
Self-employed consultant since 2009; Chief Executive Officer, Rydex Investments (2003-2009). | 199 | The Motley Fool Funds Trust (Trustee); SPDR Series Trust (Trustee); SSgA Active Trust (Trustee); SSgA Master Trust (Trustee). | |||||
INTERESTED TRUSTEE | ||||||||||
JAMES E. ROSS* SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 1965 |
Interested Trustee |
Term: Unlimited Served as Trustee: since April 2010 |
Chairman and Director, SSGA Funds Management Inc. (2005-present); President, SSGA Funds Management Inc. (2005-2012); Executive Vice President and Principal, State Street Global Advisors (2006-present). | 248 |
SPDR Series Trust (Trustee); SSgA Active Trust (Trustee); SSgA Master Trust (Trustee); The Select Sector SPDR Trust (Trustee); State Street Master Funds (Trustee); and State Street Institutional Investment Trust (Trustee). |
* | Mr. Ross is an Interested Trustee because of his employment with the Adviser and ownership interest in an affiliate of the Adviser. Mr. Ross previously served as an Interested Trustee from November 2005 to December 2009. |
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OFFICERS
NAME, ADDRESS AND YEAR OF BIRTH |
POSITION(S) WITH FUNDS |
TERM OF OFFICE AND LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS |
|||
ELLEN M. NEEDHAM SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 1967 |
President |
Term: Unlimited Served: since October 2012 |
President and Director, SSGA Funds Management, Inc. (June 2012-present); Chief Operating Officer, SSGA Funds Management, Inc. (May 2010-June 2012); Senior Managing Director, SSGA Funds Management, Inc. (1992-2012)*; Senior Managing Director, State Street Global Advisors (1992-present).* | |||
ANN M. CARPENTER SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 1966 |
Vice President |
Term: Unlimited Served: since August 2012 |
Chief Operating Officer, SSGA Funds Management, Inc. (April 2014-present); Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (2005-present).* | |||
MICHAEL P. RILEY SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 1969 |
Vice President |
Term: Unlimited Served: since February 2005 |
Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (2008-present); Principal, State Street Global Advisors and SSGA Funds Management, Inc. (2005-2008). | |||
CHRISTOPHER A. MADDEN State Street Bank and Trust Company 100 Huntington Avenue, CPH0326 Boston, MA 02116 1967 |
Secretary |
Term: Unlimited Served: since August 2013 |
Vice President and Senior Counsel, State Street Bank and Trust Company (2013-present); Counsel, Atlantic Fund Services (2009-2013); Vice President, Citigroup Fund Services, LLC (2005-2009).* | |||
CHAD C. HALLETT SSGA Funds Management, Inc. One Lincoln Street Boston, MA 02111 1969 |
Treasurer |
Term: Unlimited Served: since November 2010 |
Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (November 2014-present); Vice President, State Street Bank and Trust Company (2001 to November 2014).* | |||
MATTHEW FLAHERTY State Street Bank and Trust Company One Iron Street, CCB0900 Boston, MA 02206 1971 |
Assistant Treasurer |
Term: Unlimited Served: since May 2005 |
Vice President, State Street Bank and Trust Company (1994-present).* | |||
LAURA F. DELL State Street Bank and Trust Company One Iron Street, CCB0900 Boston, MA 02206 1964 |
Assistant Treasurer |
Term: Unlimited Served: since November 2007 |
Vice President, State Street Bank and Trust Company (2002-present).* |
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BRIAN HARRIS SSGA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02111 1973 |
Chief Compliance Officer |
Term: Unlimited Served: since November 2013 |
Vice President, State Street Global Advisors and SSGA Funds Management, Inc. (2013-Present); Senior Vice President and Global Head of Investment Compliance, BofA Global Capital Management (2010-2013); Director of Compliance, AARP Financial Inc. (2008-2010). |
* | Served in various capacities and/or with various affiliated entities during noted time period. |
Individual Trustee Qualifications
The Board has concluded that each of the Trustees should serve on the Board because of his or her ability to review and understand information about the Funds provided to him or her by management, to identify and request other information he or she may deem relevant to the performance of his or her duties, to question management and other service providers regarding material factors bearing on the management and administration of the Funds, and to exercise his or her business judgment in a manner that serves the best interests of each Funds shareholders. The Board has concluded that each of the Trustees should serve as a Trustee based on his or her own experience, qualifications, attributes and skills as described below.
The Board has concluded that Mr. Nesvet should serve as Trustee because of the experience he has gained serving as the Chief Executive Officer of a financial services consulting company, serving on the boards of other investment companies, and serving as chief financial officer of a major financial services company; his knowledge of the financial services industry, and the experience he has gained serving as Trustee of the Trust since 2000.
The Board has concluded that Mr. Kelly should serve as Trustee because of the experience he gained serving as the President and Chief Executive Officer of the National Securities Clearing Corporation, his previous directorship experience, and the experience he has gained serving as Trustee of the Trust since 2000.
The Board has concluded that Ms. Boatman should serve as Trustee because of the experience she gained serving as Managing Director of the primary investment division of one of the nations leading financial institutions and her knowledge of the financial services industry. Ms. Boatman was elected to serve as Trustee of the Trust in April 2010.
The Board has concluded that Mr. Churchill should serve as Trustee because of the experience he gained serving as the Head of the Fixed Income Division of one of the nations leading mutual fund companies and provider of financial services and his knowledge of the financial services industry. Mr. Churchill was elected to serve as Trustee of the Trust in April 2010.
The Board has concluded that Mr. Verboncoeur should serve as Trustee because of the experience he gained serving as the Chief Executive Officer of a large financial services and investment management company, his knowledge of the financial services industry and his experience serving on the boards of other investment companies. Mr. Verboncoeur was elected to serve as Trustee of the Trust in April 2010.
The Board has concluded that Mr. Ross should serve as Trustee because of the experience he has gained in his various roles with the Adviser, his knowledge of the financial services industry, and the experience he has gained serving as Trustee of the Trust since 2005 (Mr. Ross did not serve as Trustee from December 2009 until April 2010).
In its periodic assessment of the effectiveness of the Board, the Board considers the complementary individual skills and experience of the individual Trustees primarily in the broader context of the Boards overall composition so that the Board, as a body, possesses the appropriate (and appropriately diverse) skills and experience to oversee the business of the Funds.
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REMUNERATION OF THE TRUSTEES AND OFFICERS
No officer, director or employee of the Adviser, its parent or subsidiaries receives any compensation from the Trust for serving as an officer or Trustee of the Trust. SPDR Series Trust (SST), SSgA Master Trust, SSgA Active Trust (collectively with the Trust, the Trusts) and the Trust pay, in the aggregate, each Independent Trustee an annual fee of $185,000 plus $10,000 per in-person meeting attended and $1,250 for each telephonic or video conference meeting attended. The Chairman of the Board receives an additional annual fee of $50,000 and the Chairman of the Audit Committee receives an additional annual fee of $20,000. Prior to July 1, 2014, each Independent Trustee received an annual fee of $170,000 plus $10,000 per in-person meeting attended and $1,250 for each telephonic or video conference meeting attended. The Chairman of the Board received an additional annual fee of $50,000 and the Chairman of the Audit Committee received an additional annual fee of $20,000. The Trusts also reimburse each Independent Trustee for travel and other out-of-pocket expenses incurred by him/her in connection with attending such meetings and in connection with attending industry seminars and meetings. Trustee fees are allocated between the Trusts and each of their respective series in such a manner as deemed equitable, taking into consideration the relative net assets of the series.
The table below shows the compensation that the Independent Trustees received during the Trusts fiscal year ended September 30, 2014.
NAME OF INDEPENDENT TRUSTEE |
AGGREGATE
COMPENSATION FROM THE TRUST |
PENSION OR RETIREMENT
BENEFITS ACCRUED AS PART OF TRUST EXPENSES |
ESTIMATED
ANNUAL BENEFITS UPON RETIREMENT |
TOTAL
COMPENSATION FROM THE TRUST AND FUND COMPLEX PAID TO TRUSTEES (1) |
||||||||
Frank Nesvet | $ | 56,352.56 | N/A | N/A | $ | 277,500 | ||||||
Bonny Eugenia Boatman | $ | 46,082.22 | N/A | N/A | $ | 227,500 | ||||||
Dwight D. Churchill | $ | 46,082.22 | N/A | N/A | $ | 227,500 | ||||||
David M. Kelly | $ | 50,190.30 | N/A | N/A | $ | 247,500 | ||||||
Carl G. Verboncoeur | $ | 46,082.22 | N/A | N/A | $ | 227,500 |
(1) | The Fund Complex includes the Trust. |
STANDING COMMITTEES
Audit Committee. The Board has an Audit Committee consisting of all Independent Trustees. Mr. Kelly serves as Chairman. The Audit Committee meets with the Trusts independent auditors to review and approve the scope and results of their professional services; to review the procedures for evaluating the adequacy of the Trusts accounting controls; to consider the range of audit fees; and to make recommendations to the Board regarding the engagement of the Trusts independent auditors. The Audit Committee met four (4) times during the fiscal year ended September 30, 2014.
Trustee Committee. The Board has established a Trustee Committee consisting of all Independent Trustees. Mr. Nesvet serves as Chairman. The responsibilities of the Trustee Committee are to: 1) nominate Independent Trustees; 2) review on a periodic basis the governance structures and procedures of the Funds; 3) review proposed resolutions and conflicts of interest that may arise in the business of the Funds and may have an impact on the investors of the Funds; 4) review matters that are referred to the Committee by the Chief Legal Officer or other counsel to the Trust; and 5) provide general oversight of the Funds on behalf of the investors of the Funds. The Trustee Committee does not have specific procedures in place with respect to the consideration of nominees recommended by security holders, but may consider such nominees in the event that one is recommended. The Trustee Committee met four (4) times during the fiscal year ended September 30, 2014.
OWNERSHIP OF FUND SHARES
As of December 31, 2014, neither the Independent Trustees nor their immediate family members owned beneficially or of record any securities in the Adviser, Principal Underwriter or any person controlling, controlled by, or under common control with the Adviser or Principal Underwriter.
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The following table shows as of December 31, 2014, the amount of equity securities beneficially owned by the Trustees in the Trust:
Name of Trustee |
Fund |
Dollar Range of
Equity Securities in the Trust |
Aggregate Dollar
Range of Equity Securities in All Funds Overseen by Trustee in Family of Investment Companies |
|||
Independent Trustees: | ||||||
Frank Nesvet | None | None | None | |||
Bonny Eugenia Boatman | None | None | None | |||
Dwight D. Churchill | None | None | None | |||
David M. Kelly | None | None | None | |||
Carl G. Verboncoeur | None | None | $10,001 to $50,000 | |||
Interested Trustee: | ||||||
James E. Ross* |
SPDR Dow Jones Global Real Estate ETF |
$10,001 to $50,000 | Over $100,000 | |||
SPDR S&P Emerging Asia
Pacific ETF |
$10,001 to $50,000 | |||||
SPDR S&P Emerging
Markets Small Cap ETF |
$10,001 to $50,000 |
* | The information provided for Mr. Ross is as of December 31, 2013. |
CODES OF ETHICS
The Trust, and the Adviser (which includes applicable reporting personnel of the Distributor) each have adopted a code of ethics as required by applicable law, which is designed to prevent affiliated persons of the Trust, the Adviser and the Distributor from engaging in deceptive, manipulative or fraudulent activities in connection with securities held or to be acquired by the Funds (which may also be held by persons subject to the codes of ethics).
There can be no assurance that the codes of ethics will be effective in preventing such activities. Each code of ethics, filed as exhibits to this registration statement, may be examined at the office of the SEC in Washington, D.C. or on the Internet at the SECs website at http://www.sec.gov .
PROXY VOTING POLICIES
The Board believes that the voting of proxies on securities held by each Fund is an important element of the overall investment process. As such, the Board has delegated the responsibility to vote such proxies to the Adviser. The Advisers proxy voting policy is attached at the end of this SAI. Information regarding how a Fund voted proxies relating to its portfolio securities during the most recent twelve-month period ended June 30 is available: (1) without charge by calling 1-866-787-2257; (2) on the Funds website at www.spdrs.com ; and (3) on the SECs website at http://www.sec.gov .
DISCLOSURE OF PORTFOLIO HOLDINGS POLICY
The Trust has adopted a policy regarding the disclosure of information about the Trusts portfolio holdings. The Board must approve all material amendments to this policy. The Funds portfolio holdings are publicly disseminated each day a Fund is open for business through financial reporting and news services including publicly accessible Internet web sites. In addition, a basket composition file, which includes the security names and share quantities to deliver in exchange for Fund Shares, together with estimates and actual cash components, is publicly disseminated daily prior to the opening of the Exchange via the National Securities Clearing Corporation (NSCC). The basket represents one Creation Unit of a Fund. The Trust, the Adviser or State Street will not disseminate non-public information concerning the Trust, except: (i) to a party for a legitimate business purpose related to the day-to-day operations of the Funds or (ii) to any other party for a legitimate business or regulatory purpose, upon waiver or exception.
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THE INVESTMENT ADVISER
SSGA FM acts as investment adviser to the Trust and, subject to the supervision of the Board, is responsible for the investment management of each Fund. As of December 31, 2014, the Adviser managed approximately $337.87 billion in assets. The Advisers principal address is State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111. The Adviser, a Massachusetts corporation, is a wholly owned subsidiary of State Street Corporation, a publicly held bank holding company. State Street Global Advisors (SSGA), consisting of the Adviser and other investment advisory affiliates of State Street Corporation, is the investment management arm of State Street Corporation.
The Adviser serves as investment adviser to each Fund pursuant to an investment advisory agreement (Investment Advisory Agreement) between the Trust and the Adviser. The Investment Advisory Agreement, with respect to each Fund, continues in effect for two years from its effective date, and thereafter is subject to annual approval by (1) the Board or (2) vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, provided that in either event such continuance also is approved by a majority of the Board who are not interested persons (as defined in the 1940 Act) of the Trust by a vote cast in person at a meeting called for the purpose of voting on such approval. The Investment Advisory Agreement with respect to each Fund is terminable without penalty, on 60 days notice, by the Board or by a vote of the holders of a majority (as defined in the 1940 Act) of a Funds outstanding voting securities. The Investment Advisory Agreement is also terminable upon 60 days notice by the Adviser and will terminate automatically in the event of its assignment (as defined in the 1940 Act).
Under the Investment Advisory Agreement, the Adviser, subject to the supervision of the Board and in conformity with the stated investment policies of each Fund, manages the investment of each Funds assets. The Adviser is responsible for placing purchase and sale orders and providing continuous supervision of the investment portfolio of each Fund. Pursuant to the Investment Advisory Agreement, the Trust has agreed to indemnify the Adviser for certain liabilities, including certain liabilities arising under the federal securities laws, unless such loss or liability results from willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties.
For the services provided to the Funds under the Investment Advisory Agreement, each Fund pays the Adviser monthly fees based on a percentage of each Funds average daily net assets as set forth in each Funds Prospectus. From time to time, the Adviser may waive all or a portion of its fee. The Adviser pays all expenses of each Fund other than the management fee, brokerage, taxes, interest, fees and expenses of the Independent Trustees (including any Trustees counsel fees), acquired fund fees and expenses, litigation expenses and other extraordinary expenses.
The Funds had not commenced operations as of September 30, 2014 and therefore did not pay fees to the Adviser for the past three fiscal years.
PORTFOLIO MANAGERS
The Adviser manages the Funds using a team of investment professionals. The professionals primarily responsible for the day-to-day portfolio management of each Fund are:
Fund |
Portfolio Managers |
|
All ETFs | Mike Feehily, John Tucker and Karl Schneider |
The following table lists the number and types of accounts managed by each of the key professionals involved in the day-to-day portfolio management for each Fund and assets under management in those accounts. The total number of accounts and assets have been allocated to each respective manager. Therefore, some accounts and assets have been counted twice.
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Other Accounts Managed as of September 30, 2014
Portfolio Manager |
Registered
Investment Company Accounts |
Assets
Managed (billions)* |
Pooled
Investment Vehicle Accounts |
Assets
Managed (billions)* |
Other
Accounts |
Assets
Managed (billions)* |
Total
Assets Managed (billions)* |
|||||||||||||||||||||
Mike Feehily | 105 | $ | 162.85 | 372 | $ | 487.38 | 328 | $ | 249.41 | $ | 899.64 | |||||||||||||||||
John Tucker | 105 | $ | 162.85 | 372 | $ | 487.38 | 328 | $ | 249.41 | $ | 899.64 | |||||||||||||||||
Karl Schneider | 105 | $ | 162.85 | 372 | $ | 487.38 | 328 | $ | 249.41 | $ | 899.64 |
* | There are no performance fees associated with these portfolios. |
The following table lists the dollar range of Fund Shares beneficially owned by the portfolio managers listed above as of September 30, 2014:
Portfolio Manager |
Fund |
Dollar Range of Trust
Shares Beneficially Owned |
||
Michael Feehily | SPDR S&P Global Natural Resources ETF | $10,001-$50,000 | ||
SPDR S&P Global Infrastructure ETF | $10,001-$50,000 | |||
John Tucker | None | None | ||
Karl Schneider | None | None |
A portfolio manager that has responsibility for managing more than one account may be subject to potential conflicts of interest because he or she is responsible for other accounts in addition to the Funds. Those conflicts could include preferential treatment of one account over others in terms of: (a) the portfolio managers execution of different investment strategies for various accounts; or (b) the allocation of resources or of investment opportunities. The Adviser has adopted policies and procedures designed to address these potential material conflicts. For instance, portfolio managers are normally responsible for all accounts within a certain investment discipline, and do not, absent special circumstances, differentiate among the various accounts when allocating resources. Additionally, the Adviser and its advisory affiliates have processes and procedures for allocating investment opportunities among portfolios that are designed to provide a fair and equitable allocation among the portfolio managers accounts with the same strategy.
Portfolio managers may manage numerous accounts for multiple clients. These accounts may include registered investment companies, other types of pooled accounts (e.g., collective investment funds), and separate accounts (i.e., accounts managed on behalf of individuals or public or private institutions). Portfolio managers make investment decisions for each account based on the investment objectives and policies and other relevant investment considerations applicable to that portfolio. A potential conflict of interest may arise as a result of the portfolio managers responsibility for multiple accounts with similar investment guidelines. Under these circumstances, a potential investment may be suitable for more than one of the portfolio managers accounts, but the quantity of the investment available for purchase is less than the aggregate amount the accounts would ideally devote to the opportunity. Similar conflicts may arise when multiple accounts seek to dispose of the same investment. The portfolio managers may also manage accounts whose objectives and policies differ from that of the Funds. These differences may be such that under certain circumstances, trading activity appropriate for one account managed by the portfolio manager may have adverse consequences for another account managed by the portfolio manager. For example, an account may sell a significant position in a security, which could cause the market price of that security to decrease, while the fund maintained its position in that security.
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A potential conflict may arise when the portfolio managers are responsible for accounts that have different advisory fees - the difference in fees could create an incentive for the portfolio manager to favor one account over another, for example, in terms of access to investment opportunities. Another potential conflict may arise when the portfolio manager has an investment in one or more accounts that participate in transactions with other accounts. His or her investment(s) may create an incentive for the portfolio manager to favor one account over another. The Adviser has adopted policies and procedures reasonably designed to address these potential material conflicts. For instance, portfolio managers are normally responsible for all accounts within a certain investment discipline, and do not, absent special circumstances, differentiate among the various accounts when allocating resources. Additionally, the Adviser and its advisory affiliates have processes and procedures for allocating investment opportunities among portfolios that are designed to provide a fair and equitable allocation.
The compensation of the Advisers investment professionals is based on a number of factors. The first factor considered is external market. Through a compensation survey process, the Adviser seeks to understand what its competitors are paying people to perform similar roles. This data is then used to determine a competitive baseline in the areas of base pay, bonus, and long term incentive (i.e. equity). The second factor taken into consideration is the size of the pool available for this compensation. The Adviser is a part of State Street Corporation, and therefore works within its corporate environment on determining the overall level of its incentive compensation pool. Once determined, this pool is then allocated to the various locations and departments of the Adviser and its affiliates. The discretionary determination of the allocation amounts to these locations and departments is influenced by the competitive market data, as well as the overall performance of the group, and in the case of investment teams, the investment performance of their strategies. The pool is then allocated on a discretionary basis to individual employees based on their individual performance. There is no fixed formula for determining these amounts, nor is anyones compensation directly tied to the investment performance or asset value of a product or strategy. The same process is followed in determining incentive equity allocations.
THE ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT
State Street, located at State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111, serves as Administrator for the Trust pursuant to an administration agreement (Administration Agreement). Under the Administration Agreement, State Street is responsible for certain administrative services associated with day-to-day operations of the Funds.
Pursuant to the Administration Agreement, the Trust has agreed to a limitation on damages and to indemnify the Administrator for certain liabilities, including certain liabilities arising under the federal securities laws; provided, however, such indemnity of the Administrator shall not apply in the case of the Administrators negligence or willful misconduct in the performance of its duties. Under the Custodian Agreement and Transfer Agency Agreement, as described below, the Trust has also provided indemnities to State Street for certain liabilities.
State Street also serves as Custodian for each Fund pursuant to a custodian agreement (Custodian Agreement). As Custodian, State Street holds each Funds assets, calculates the net asset value of the Shares and calculates net income and realized capital gains or losses. State Street and the Trust will comply with the self-custodian provisions of Rule 17f-2 under the 1940 Act.
State Street also serves as Transfer Agent of each Fund pursuant to a transfer agency agreement (Transfer Agency Agreement).
Compensation. As compensation for its services under the Administration Agreement, the Custodian Agreement and Transfer Agency Agreement, State Street shall receive a fee for its services, calculated based on the average aggregate net assets of the Trust and SST. Pursuant to the Custody Agreement, State Street shall receive 0.0025% on the first $50 billion, 0.0020% on the next $50 billion and 0.0010% thereafter. In addition, under the Custody Agreement State Street shall be entitled to fees for fund accounting services and shall receive 0.0150% for the first $12.5 billion and 0.0025% thereafter. Pursuant to the Administration Agreement, State Street shall receive 0.0225% on the first $12.5 billion and 0.0075% thereafter. State Street shall also be entitled to specialized custody, ETF accounting services and transfer agency fees and shall receive 0.0050% on the first $12.5 billion and 0.0030% thereafter. For each Fund, a $110,000 annual minimum fee per series applies. The greater of the minimum fee or the
30
asset based fee will be charged. In addition, State Street shall receive global safekeeping and transaction fees, which are calculated on a per-country basis, in-kind creation (purchase) and redemption transaction fees (as described below) and revenue on certain cash balances. State Street may be reimbursed by a Fund for its out-of-pocket expenses. The Investment Advisory Agreement provides that the Adviser will pay certain operating expenses of the Trust, including the fees due to State Street under each of the Administration Agreement, the Custodian Agreement and the Transfer Agency Agreement.
THE DISTRIBUTOR
State Street Global Markets, LLC is the principal underwriter and Distributor of Shares. Its principal address is State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111. Investor information can be obtained by calling 1-866-787-2257. The Distributor has entered into a distribution agreement (Distribution Agreement) with the Trust pursuant to which it distributes Shares of each Fund. The Distribution Agreement will continue for two years from its effective date and is renewable annually thereafter. Shares will be continuously offered for sale by the Trust through the Distributor only in Creation Units, as described in the Prospectus and below under PURCHASE AND REDEMPTION OF CREATION UNITS. Shares in less than Creation Units are not distributed by the Distributor. The Distributor will deliver the Prospectus to persons purchasing Creation Units and will maintain records of both orders placed with it and confirmations of acceptance furnished by it. The Distributor is a broker-dealer registered under the Securities Exchange Act of 1934 (the Exchange Act) and a member of the Financial Industry Regulatory Authority (FINRA). The Distributor has no role in determining the investment policies of the Trust or which securities are to be purchased or sold by the Trust. The Distributor may assist Authorized Participants (as defined below) in assembling shares to purchase Creation Units or upon redemption, for which it may receive commissions or other fees from such Authorized Participants. The Distributor also receives compensation from State Street for providing on-line creation and redemption functionality to Authorized Participants through its Fund Connect application.
The Adviser or Distributor, or an affiliate of the Adviser or Distributor, may directly or indirectly make cash payments to certain broker-dealers for participating in activities that are designed to make registered representatives and other professionals more knowledgeable about exchange traded products, including the Funds, or for other activities, such as participation in marketing activities and presentations, educational training programs, conferences, the development of technology platforms and reporting systems. As of February 7, 2013, the Adviser and/or Distributor had arrangements to make payments, other than for the educational programs and marketing activities described above, only to Charles Schwab & Co., Inc. (Schwab). Pursuant to the arrangement with Schwab, Schwab has agreed to promote certain SPDR Funds to Schwabs customers and not to charge certain of its customers any commissions when those customers purchase or sell shares of certain SPDR Funds. Payments to a broker-dealer or intermediary may create potential conflicts of interest between the broker-dealer or intermediary and its clients. These amounts, which may be significant, are paid by the Adviser and/or Distributor from their own resources and not from the assets of the Funds. In addition, the Adviser or Distributor, or an affiliate of the Adviser or Distributor, may also reimburse expenses or make payments from their own assets to other persons in consideration of services or other activities that they believe may benefit the SPDR business or facilitate investment in SPDR funds.
The Distribution Agreement provides that it may be terminated at any time, without the payment of any penalty, as to a Fund: (i) by vote of a majority of the Independent Trustees or (ii) by vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Fund, on at least 60 days written notice to the Distributor. The Distribution Agreement is also terminable upon 60 days notice by the Distributor and will terminate automatically in the event of its assignment (as defined in the 1940 Act).
The continuation of the Distribution Agreement, any Investor Services Agreements and any other related agreements is subject to annual approval of the Board, including by a majority of the Independent Trustees, as described above.
Each of the Investor Services Agreements will provide that it may be terminated at any time, without the payment of any penalty, (i) by vote of a majority of the Independent Trustees or (ii) by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the relevant Fund, on at least 60 days written notice to the other party. Each of the Distribution Agreement and the Investor Services Agreements is also terminable upon 60 days notice by the Distributor and will terminate automatically in the event of its assignment (as defined in the 1940 Act). Each Investor Services Agreement is also terminable by the applicable Investor Service Organization upon 60 days notice to the other party thereto.
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The allocation among the Trusts series of fees and expenses payable under the Distribution Agreement and the Investor Services Agreements will be made pro rata in accordance with the daily net assets of the respective series.
The Distributor may also enter into agreements with securities dealers (Soliciting Dealers) who will solicit purchases of Creation Unit aggregations of Fund Shares. Such Soliciting Dealers may also be Participating Parties (as defined in the Book Entry Only System section below), DTC Participants (as defined below) and/or Investor Services Organizations.
Pursuant to the Distribution Agreement, the Trust has agreed to indemnify the Distributor, and may indemnify Soliciting Dealers and Authorized Participants (as described below) entering into agreements with the Distributor, for certain liabilities, including certain liabilities arising under the federal securities laws, unless such loss or liability results from willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under the Distribution Agreement or other agreement, as applicable.
The policy of the Trust regarding purchases and sales of securities for each Fund is that primary consideration will be given to obtaining the most favorable prices and efficient executions of transactions. Consistent with this policy, when securities transactions are effected on a stock exchange, the Trusts policy is to pay commissions which are considered fair and reasonable without necessarily determining that the lowest possible commissions are paid in all circumstances. The Trust believes that a requirement always to seek the lowest possible commission cost could impede effective portfolio management and preclude a Fund and the Adviser from obtaining a high quality of brokerage and research services. In seeking to determine the reasonableness of brokerage commissions paid in any transaction, the Adviser relies upon its experience and knowledge regarding commissions generally charged by various brokers and on its judgment in evaluating the brokerage and research services received from the broker effecting the transaction. Such determinations are necessarily subjective and imprecise, as in most cases an exact dollar value for those services is not ascertainable. The Trust has adopted policies and procedures that prohibit the consideration of sales of a Funds Shares as a factor in the selection of a broker or dealer to execute its portfolio transactions.
In selecting a broker/dealer for each specific transaction, the Adviser chooses the broker/dealer deemed most capable of providing the services necessary to obtain the most favorable execution and does not take the sale of Fund Shares into account. The Adviser considers the full range of brokerage services applicable to a particular transaction that may be considered when making this judgment, which may include, but is not limited to: liquidity, price, commission, timing, aggregated trades, capable floor brokers or traders, competent block trading coverage, ability to position, capital strength and stability, reliable and accurate communications and settlement processing, use of automation, knowledge of other buyers or sellers, arbitrage skills, administrative ability, underwriting and provision of information on a particular security or market in which the transaction is to occur. The specific criteria will vary depending upon the nature of the transaction, the market in which it is executed, and the extent to which it is possible to select from among multiple broker/dealers. The Adviser will also use electronic crossing networks when appropriate.
The Adviser does not currently use the Funds assets for, or participate in, third party soft dollar arrangements, although the Adviser may receive proprietary research from various full service brokers, the cost of which is bundled with the cost of the brokers execution services. The Adviser does not pay up for the value of any such proprietary research. The Adviser may aggregate trades with clients of SSGA, whose commission dollars may be used to generate soft dollar credits for SSGA. Although the Advisers clients commissions are not used for third party soft dollars, the Advisers and SSGAs clients may benefit from the soft dollar products/services received by SSGA.
The Adviser assumes general supervision over placing orders on behalf of the Trust for the purchase or sale of portfolio securities. If purchases or sales of portfolio securities of the Trust and one or more other investment companies or clients supervised by the Adviser are considered at or about the same time, transactions in such securities are allocated among the several investment companies and clients in a manner deemed equitable and consistent with its fiduciary obligations to all by the Adviser. In some cases, this procedure could have a detrimental effect on the price or volume of the security so far as the Trust is concerned. However, in other cases, it is possible that the ability to participate in volume transactions and to negotiate lower brokerage commissions will be beneficial to the Trust. The primary consideration is prompt execution of orders at the most favorable net price.
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The Funds will not deal with affiliates in principal transactions unless permitted by exemptive order or applicable rule or regulation. The Funds had not commenced operations as of September 30, 2014 and therefore did not pay any brokerage commissions for the past three fiscal years.
Securities of Regular Broker-Dealer. Each Fund is required to identify any securities of its regular brokers and dealers (as such term is defined in the 1940 Act) which it may hold at the close of its most recent fiscal year. Regular brokers or dealers of the Trust are the ten brokers or dealers that, during the most recent fiscal year: (i) received the greatest dollar amounts of brokerage commissions from the Trusts portfolio transactions; (ii) engaged as principal in the largest dollar amounts of portfolio transactions of the Trust; or (iii) sold the largest dollar amounts of the Trusts Shares. The Funds were not operational and have not engaged in transactions prior to the date of this SAI.
Portfolio turnover may vary from year to year, as well as within a year. High turnover rates are likely to result in comparatively greater brokerage expenses or transaction costs. The portfolio turnover rate for each Fund is expected to be under 50%. Funds may also experience a higher turnover when migrating to a different benchmark index. The overall reasonableness of brokerage commissions and transaction costs is evaluated by the Adviser based upon its knowledge of available information as to the general level of commissions and transaction costs paid by other institutional investors for comparable services.
The following information supplements and should be read in conjunction with the section in the Prospectus entitled ADDITIONAL PURCHASE AND SALE INFORMATION.
The Depository Trust Company (DTC) acts as securities depositary for the Shares. Shares of each Fund are represented by securities registered in the name of DTC or its nominee, Cede & Co., and deposited with, or on behalf of, DTC. Except in the limited circumstance provided below, certificates will not be issued for Shares.
DTC, a limited-purpose trust company, was created to hold securities of its participants (the DTC Participants) and to facilitate the clearance and settlement of securities transactions among the DTC Participants in such securities through electronic book-entry changes in accounts of the DTC Participants, 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, some of whom (and/or their representatives) own DTC. More specifically, DTC is owned by a number of its DTC Participants and by the New York Stock Exchange (NYSE) and the FINRA. Access to the DTC system is also 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 (the Indirect Participants).
Beneficial ownership of Shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC Participants and Indirect Participants. Ownership of beneficial interests in Shares (owners of such beneficial interests are referred to herein as Beneficial Owners) 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 will receive from or through the DTC Participant a written confirmation relating to their purchase of Shares.
Conveyance of all notices, statements and other communications to Beneficial Owners is effected as follows. Pursuant to the Depositary Agreement between the Trust and DTC, DTC is required to make available to the Trust upon request and for a fee to be charged to the Trust a listing of the Shares of each Fund held by each DTC Participant. The Trust, either directly or through a third party service, shall inquire of each such DTC Participant as to the number of Beneficial Owners holding Shares, directly or indirectly, through such DTC Participant. The Trust, either directly or through a third party service, shall provide each such DTC Participant with copies of such notice, statement or other communication, in such form, number and at such place as such DTC Participant may reasonably request, in order that such notice, statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial Owners. In addition, the Trust shall pay to each such DTC Participant and/or third party service a fair and reasonable amount as reimbursement for the expenses attendant to such transmittal, all subject to applicable statutory and regulatory requirements.
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Share distributions shall be made to DTC or its nominee, Cede & Co., as the registered holder of all Shares. DTC or its nominee, upon receipt of any such distributions, shall credit immediately DTC Participants accounts with payments in amounts proportionate to their respective beneficial interests in Shares of a Fund as shown on the records of DTC or its nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of Shares 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.
The Trust has no 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 such Shares, 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 determine to discontinue providing its service with respect to Shares at any time by giving reasonable notice to the Trust and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the Trust 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 issue and deliver printed certificates representing ownership of Shares, unless the Trust makes other arrangements with respect thereto satisfactory to the Exchange.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
The Funds were not operational prior to the date of this SAI and did not have any beneficial owners that owned greater than 5% of the outstanding voting securities as of the date of this SAI.
An Authorized Participant (as defined below) may hold of record more than 25% of the outstanding Shares of a Fund. From time to time, Authorized Participants may be a beneficial and/or legal owner of a Fund, may be affiliated with an index provider, may be deemed to have control of the applicable Fund and/or may be able to affect the outcome of matters presented for a vote of the shareholders of the Fund. Authorized Participants may execute an irrevocable proxy granting the Distributor or another affiliate of State Street (the Agent) power to vote or abstain from voting such Authorized Participants beneficially or legally owned Shares of a Fund. In such cases, the Agent shall mirror vote (or abstain from voting) such Shares in the same proportion as all other beneficial owners of the Fund.
The Trustees and Officers of the Trust, as a group, own less than 1% of the Trusts voting securities as of the date of this SAI.
PURCHASE AND REDEMPTION OF CREATION UNITS
Each Fund issues and redeems its Shares on a continuous basis, at net asset value, only in a large specified number of Shares called a Creation Unit, either principally in-kind for securities included in the relevant Index or in cash for the value of such securities. The value of each Fund is determined once each business day, as described under Determination of Net Asset Value. Creation Unit sizes are [ ] Shares per Creation Unit, except as otherwise set forth in the table below*:
Fund |
Creation Unit Size |
|
SPDR S&P A SIA P ACIFIC ETF | [ ] | |
SPDR S&P E UROPE ETF | [ ] | |
SPDR S&P S MALL C AP E MERGING E UROPE ETF | [ ] | |
SPDR S&P E MERGING A FRICA ETF | [ ] | |
SPDR S&P E MERGING S OUTH E AST A SIA ETF | [ ] | |
SPDR S&P E MERGING GCC-M IDDLE E AST ETF | [ ] | |
SPDR S&P E MERGING M IDDLE E AST & A FRICA ETF | [ ] | |
SPDR S&P I RELAND ETF | [ ] | |
SPDR S&P B RAZIL ETF | [ ] | |
SPDR S&P I NDIA ETF | [ ] | |
SPDR S&P S MALL C AP E MERGING L ATIN A MERICA ETF | [ ] |
34
Fund |
Creation Unit Size | |
SPDR MSCI F RANCE Q UALITY M IX ETF |
[ ] | |
SPDR MSCI S WITZERLAND Q UALITY M IX ETF |
[ ] |
* | The Creation Unit size for a Fund may change. Authorized Participants (as defined below) will be notified of such change. [The principal consideration for creations and redemptions for each Fund is in-kind.] |
PURCHASE (CREATION). The Trust issues and sells Shares of each Fund only: in Creation Units on a continuous basis through the Principal Underwriter, without a sales load (but subject to transaction fees), at their NAV per share next determined after receipt of an order, on any Business Day (as defined below), in proper form pursuant to the terms of the Authorized Participant Agreement (Participant Agreement). A Business Day with respect to a Fund is, generally, any day on which the NYSE is open for business.
FUND DEPOSIT. The consideration for purchase of a Creation Unit of a Fund generally consists of either (i) the in-kind deposit of a designated portfolio of securities (the Deposit Securities) per each Creation Unit, constituting a substantial replication, or a portfolio sampling representation, of the securities included in the relevant Funds Index and the Cash Component (defined below), computed as described below or (ii) the cash value of the Deposit Securities (Deposit Cash) and Cash Component, computed as described below. When accepting purchases of Creation Units for cash, a Fund may incur additional costs associated with the acquisition of Deposit Securities that would otherwise be provided by an in-kind purchaser.
Together, the Deposit Securities or Deposit Cash, as applicable, and the Cash Component constitute the Fund Deposit, which represents the minimum initial and subsequent investment amount for a Creation Unit of any Fund. The Cash Component, which may include a Dividend Equivalent Payment, is an amount equal to the difference between the net asset value of the Shares (per Creation Unit) and the market value of the Deposit Securities or Deposit Cash, as applicable. If the Cash Component is a positive number (i.e., the net asset value per Creation Unit exceeds the market value of the Deposit Securities or Deposit Cash, as applicable), the Cash Component shall be such positive amount. The Dividend Equivalent Payment enables a Fund to make a complete distribution of dividends on the day preceding the next dividend payment date, and is an amount equal, on a per Creation Unit basis, to the dividends on all the portfolio securities of the Fund (Dividend Securities) with ex-dividend dates within the accumulation period for such distribution (the Accumulation Period), net of expenses and liabilities for such period, as if all of the Dividend Securities had been held by the Fund for the entire Accumulation Period. The Accumulation Period begins on the ex-dividend date for each Fund and ends on the day preceding the next ex-dividend date. If the Cash Component is a negative number (i.e., the net asset value per Creation Unit is less than the market value of the Deposit Securities or Deposit Cash, as applicable), the Cash Component shall be such negative amount and the creator will be entitled to receive cash in an amount equal to the Cash Component. The Cash Component serves the function of compensating for any differences between the net asset value per Creation Unit and the market value of the Deposit Securities or Deposit Cash, as applicable. Computation of the Cash Component excludes any stamp duty or other similar fees and expenses payable upon transfer of beneficial ownership of the Deposit Securities, if applicable, which shall be the sole responsibility of the Authorized Participant (as defined below).
The Custodian, through NSCC, makes available on each Business Day, immediately prior to the opening of business on the Exchange (currently 9:30 a.m., Eastern time), the list of the names and the required number of shares of each Deposit Security or the required amount of Deposit Cash, as applicable, to be included in the current Fund Deposit (based on information at the end of the previous Business Day) for a Fund. Such Fund Deposit is subject to any applicable adjustments as described below, in order to effect purchases of Creation Units of a Fund until such time as the next-announced composition of the Deposit Securities or the required amount of Deposit Cash, as applicable, is made available.
The identity and number of shares of the Deposit Securities or the amount of Deposit Cash, as applicable, required for a Fund Deposit for each Fund changes as rebalancing adjustments and corporate action events are reflected from time to time by the Adviser with a view to the investment objective of the Fund. The composition of the Deposit Securities may also change in response to adjustments to the weighting or composition of the component securities of a Funds Index.
As noted above, the Trust reserves the right to permit or require the substitution of Deposit Cash to replace any Deposit Security, which shall be added to the Cash Component, including, without limitation, in situations where the
35
Deposit Security: (i) may not be available in sufficient quantity for delivery; (ii) may not be eligible for transfer through the systems of DTC for corporate securities and municipal securities; (iii) may not be eligible for trading by an Authorized Participant (as defined below) or the investor for which it is acting; (iv) would be restricted under the securities laws or where the delivery of the Deposit Security to the Authorized Participant would result in the disposition of the Deposit Security by the Authorized Participant becoming restricted under the securities laws; or (v) in certain other situations (collectively, non-standard orders). The Trust also reserves the right to include or remove Deposit Securities from the basket in anticipation of index rebalancing changes. The adjustments described above will reflect changes, known to the Adviser on the date of announcement to be in effect by the time of delivery of the Fund Deposit, in the composition of the subject Index being tracked by the relevant Fund or resulting from certain corporate actions.
PROCEDURES FOR PURCHASE OF CREATION UNITS. To be eligible to place orders with the Principal Underwriter, as facilitated via the Transfer Agent, to purchase a Creation Unit of a Fund, an entity must be (i) a Participating Party, i.e., a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the NSCC (the Clearing Process), a clearing agency that is registered with the SEC; or (ii) a DTC Participant (see BOOK ENTRY ONLY SYSTEM). In addition, each Participating Party or DTC Participant (each, an Authorized Participant) must execute a Participant Agreement that has been agreed to by the Principal Underwriter and the Transfer Agent, and that has been accepted by the Trust, with respect to purchases and redemptions of Creation Units. Each Authorized Participant will agree, pursuant to the terms of a Participant Agreement, on behalf of itself or any investor on whose behalf it will act, to certain conditions, including that it will pay to the Trust, an amount of cash sufficient to pay the Cash Component together with the creation transaction fee (described below) and any other applicable fees, taxes and additional variable charge.
All orders to purchase Shares directly from a Fund, including non-standard orders, must be placed for one or more Creation Units and in the manner and by the time set forth in the Participant Agreement and/or applicable order form. The date on which an order to purchase Creation Units (or an order to redeem Creation Units, as set forth below) is received and accepted is referred to as the Order Placement Date.
An Authorized Participant may require an investor to make certain representations or enter into agreements with respect to the order, (e.g., to provide for payments of cash, when required). Investors should be aware that their particular broker may not have executed a Participant Agreement and that, therefore, orders to purchase Shares directly from a Fund in Creation Units have to be placed by the investors broker through an Authorized Participant that has executed a Participant Agreement. In such cases there may be additional charges to such investor. At any given time, there may be only a limited number of broker-dealers that have executed a Participant Agreement and only a small number of such Authorized Participants may have international capabilities.
On days when the Exchange closes earlier than normal, a Fund may require orders to create Creation Units to be placed earlier in the day. In addition, if a market or markets on which a Funds investments are primarily traded is closed, the Fund will also generally not accept orders on such day(s). Orders must be transmitted by an Authorized Participant by telephone or other transmission method acceptable to the Distributor pursuant to procedures set forth in the Participant Agreement and in accordance with the applicable order form. Those placing orders through an Authorized Participant should allow sufficient time to permit proper submission of the purchase order by the cut-off time on such Business Day. Economic or market disruptions or changes, or telephone or other communication failure may impede the ability to reach the Distributor or an Authorized Participant.
Fund Deposits must be delivered by an Authorized Participant through the Federal Reserve System (for cash) or through DTC (for corporate securities), through a subcustody agent for (for foreign securities) and/or through such other arrangements allowed by the Trust or its agents. With respect to foreign Deposit Securities, the Custodian shall cause the subcustodian of such Fund to maintain an account into which the Authorized Participant shall deliver, on behalf of itself or the party on whose behalf it is acting, such Deposit Securities. Foreign Deposit Securities must be delivered to an account maintained at the applicable local subcustodian. The Fund Deposit transfer must be ordered by the Authorized Participant in a timely fashion so as to ensure the delivery of the requisite number of Deposit Securities or Deposit Cash, as applicable, to the account of a Fund or its agents by no later than the Settlement Date. The Settlement Date for a Fund is generally the third Business Day after the Order Placement Date. All questions as to the number of Deposit Securities or Deposit Cash to be delivered, as applicable, and the validity, form and eligibility (including time of receipt) for the deposit of any tendered securities or cash, as applicable, will be determined by the Trust, whose determination shall be final and binding. The amount of cash represented by the Cash Component must be transferred directly to the Custodian through the Federal Reserve Bank wire transfer
36
system in a timely manner so as to be received by the Custodian no later than the Settlement Date. If the Cash Component and the Deposit Securities or Deposit Cash, as applicable, are not received in a timely manner by the Settlement Date, the creation order may be cancelled. Upon written notice to the Distributor, such canceled order may be resubmitted the following Business Day using a Fund Deposit as newly constituted to reflect the then current NAV of the Fund. The delivery of Creation Units so created generally will occur no later than the third Business Day following the day on which the purchase order is deemed received by the Distributor.
The order shall be deemed to be received on the Business Day on which the order is placed provided that the order is placed in proper form prior to the applicable cut-off time and the federal funds in the appropriate amount are deposited by 2:00 p.m. or 3:00 p.m. Eastern time (per applicable instructions), with the Custodian on the Settlement Date. If the order is not placed in proper form as required, or federal funds in the appropriate amount are not received by 2:00 p.m. or 3:00 p.m. Eastern time (per applicable instructions) on the Settlement Date, then the order may be deemed to be rejected and the Authorized Participant shall be liable to the Fund for losses, if any, resulting therefrom. A creation request is considered to be in proper form if all procedures set forth in the Participant Agreement, order form and this SAI are properly followed.
ISSUANCE OF A CREATION UNIT. Except as provided herein, Creation Units will not be issued until the transfer of good title to the Trust of the Deposit Securities or payment of Deposit Cash, as applicable, and the payment of the Cash Component have been completed. When the subcustodian has confirmed to the Custodian that the required Deposit Securities (or the cash value thereof) have been delivered to the account of the relevant subcustodian or subcustodians, the Principal Underwriter and the Adviser shall be notified of such delivery, and the Trust will issue and cause the delivery of the Creation Units.
In instances where the Trust accepts Deposit Securities for the purchase of a Creation Unit, the Creation Unit may be purchased in advance of receipt by the Trust of all or a portion of the applicable Deposit Securities as described below. In these circumstances, the initial deposit will have a value greater than the net asset value of the Shares on the date the order is placed in proper form since in addition to available Deposit Securities, cash must be deposited in an amount equal to the sum of (i) the Cash Component, plus (ii) an additional amount of cash equal to a percentage of the market value as set forth in the Participant Agreement, of the undelivered Deposit Securities (the Additional Cash Deposit), which shall be maintained in a general non-interest bearing collateral account. An additional amount of cash shall be required to be deposited with the Trust, pending delivery of the missing Deposit Securities to the extent necessary to maintain the Additional Cash Deposit with the Trust in an amount at least equal to the applicable percentage, as set forth in the Participant Agreement, of the daily marked to market value of the missing Deposit Securities. The Trust may use such Additional Cash Deposit to buy the missing Deposit Securities at any time. Authorized Participants will be liable to the Trust for all costs, expenses, dividends, income and taxes associated with missing Deposit Securities, including the costs incurred by the Trust in connection with any such purchases. These costs will be deemed to include the amount by which the actual purchase price of the Deposit Securities exceeds the market value of such Deposit Securities on the day the purchase order was deemed received by the Principal Underwriter plus the brokerage and related transaction costs associated with such purchases. The Trust will return any unused portion of the Additional Cash Deposit once all of the missing Deposit Securities have been properly received by the Custodian or purchased by the Trust and deposited into the Trust. In addition, a transaction fee as set forth below under Creation Transaction Fees will be charged in all cases and an additional variable charge may also be applied. The delivery of Creation Units so created generally will occur no later than the Settlement Date.
ACCEPTANCE OF ORDERS OF CREATION UNITS. The Trust reserves the absolute right to reject an order for Creation Units transmitted in respect of a Fund at its discretion, including, without limitation, if (a) the order is not in proper form; (b) the Deposit Securities or Deposit Cash, as applicable, delivered by the Participant are not as disseminated through the facilities of the NSCC for that date by the Custodian; (c) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of the Fund; (d) acceptance of the Deposit Securities would have certain adverse tax consequences to the Fund; (e) the acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; (f) the acceptance of the Fund Deposit would otherwise, in the discretion of the Trust or the Adviser, have an adverse effect on the Trust or the rights of beneficial owners; (g) the acceptance or receipt of the order for a Creation Unit would, in the opinion of counsel to the Trust, be unlawful; or (h) in the event that circumstances outside the control of the Trust, the Custodian, the Transfer Agent and/or the Adviser make it for all practical purposes not feasible to process orders for Creation Units. Examples of such circumstances include acts of God or public service or utility problems such as fires, floods, extreme weather conditions and power outages resulting in telephone, telecopy and computer failures; market conditions or activities causing trading halts; systems failures involving computer or other information systems affecting the Trust, the
37
Principal Underwriter, the Custodian, the Transfer Agent, DTC, NSCC, Federal Reserve System, or any other participant in the creation process, and other extraordinary events. The Trust or its agents shall communicate to the Authorized Participant its rejection of an order. The Trust, the Transfer Agent, the Custodian and the Principal Underwriter are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits nor shall either of them incur any liability for the failure to give any such notification. The Trust, the Transfer Agent, the Custodian and the Principal Underwriter shall not be liable for the rejection of any purchase order for Creation Units.
All questions as to the number of shares of each security in the Deposit Securities and the validity, form, eligibility and acceptance for deposit of any securities to be delivered shall be determined by the Trust, and the Trusts determination shall be final and binding.
REDEMPTION. Shares may be redeemed only in Creation Units at their net asset value next determined after receipt of a redemption request in proper form by a Fund through the Transfer Agent and only on a Business Day. EXCEPT UPON LIQUIDATION OF A FUND, THE TRUST WILL NOT REDEEM SHARES IN AMOUNTS LESS THAN CREATION UNITS. Investors must accumulate enough Shares in the secondary market to constitute a Creation Unit in order to have such Shares redeemed by the Trust. There can be no assurance, however, that there will be sufficient liquidity in the public trading market at any time to permit assembly of a Creation Unit. Investors should expect to incur brokerage and other costs in connection with assembling a sufficient number of Shares to constitute a redeemable Creation Unit.
With respect to each Fund, the Custodian, through the NSCC, makes available immediately prior to the opening of business on the Exchange (currently 9:30 a.m. Eastern time) on each Business Day, the list of the names and share quantities of each Funds portfolio securities that will be applicable (subject to possible amendment or correction) to redemption requests received in proper form (as defined below) on that day (Fund Securities). Fund Securities received on redemption may not be identical to Deposit Securities.
Redemption proceeds for a Creation Unit are paid either in-kind or in cash, or a combination thereof, as determined by the Trust. With respect to in-kind redemptions of a Fund, redemption proceeds for a Creation Unit will consist of Fund Securities as announced by the Custodian on the Business Day of the request for redemption received in proper form plus cash in an amount equal to the difference between the net asset value of the Shares being redeemed, as next determined after a receipt of a request in proper form, and the value of the Fund Securities (the Cash Redemption Amount), less a fixed redemption transaction fee and any applicable additional variable charge as set forth below. In the event that the Fund Securities have a value greater than the net asset value of the Shares, a compensating cash payment equal to the differential is required to be made by or through an Authorized Participant by the redeeming shareholder. Notwithstanding the foregoing, at the Trusts discretion, an Authorized Participant may receive the corresponding cash value of the securities in lieu of the in-kind securities value representing one or more Fund Securities.
PROCEDURES FOR REDEMPTION OF CREATION UNITS. After the Trust has deemed an order for redemption received, the Trust will initiate procedures to transfer the requisite Fund Securities and the Cash Redemption Amount to the Authorized Participant by the Settlement Date. With respect to in-kind redemptions of a Fund, the calculation of the value of the Fund Securities and the Cash Redemption Amount to be delivered upon redemption will be made by the Custodian according to the procedures set forth under Determination of Net Asset Value, computed on the Business Day on which a redemption order is deemed received by the Trust. Therefore, if a redemption order in proper form is submitted to the Principal Underwriter by a DTC Participant by the specified time on the Order Placement Date, and the requisite number of Shares of the Fund are delivered to the Custodian prior to 2:00 p.m. or 3:00 p.m. Eastern time (per applicable instructions) on the Settlement Date, then the value of the Fund Securities and the Cash Redemption Amount to be delivered will be determined by the Custodian on such Order Placement Date. If the requisite number of Shares of the Fund are not delivered by 2:00 p.m. or 3:00 p.m. Eastern time (per applicable instructions) on the Settlement Date, the Fund will not release the underlying securities for delivery unless collateral is posted in such percentage amount of missing Shares as set forth in the Participant Agreement (marked to market daily).
With respect to in kind redemptions of a Fund, in connection with taking delivery of shares of Fund Securities upon redemption of Creation Units, an Authorized Participant must maintain appropriate custody arrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction in which any of the Fund Securities are
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customarily traded (or such other arrangements as allowed by the Trust or its agents), to which account such Fund Securities will be delivered. Deliveries of redemption proceeds generally will be made within three Business Days of the trade date. Due to the schedule of holidays in certain countries, however, the delivery of in-kind redemption proceeds may take longer than three business days after the day on which the redemption request is received in proper form. The section below entitled Local Market Holiday Schedules identifies the instances where more than seven days would be needed to deliver redemption proceeds. Pursuant to an order of the SEC, in respect of the Fund, the Trust will make delivery of in-kind redemption proceeds within the number of days stated in the Local Market Holidays section to be the maximum number of days necessary to deliver redemption proceeds. If the Authorized Participant has not made appropriate arrangements to take delivery of the Fund Securities in the applicable foreign jurisdiction and it is not possible to make other such arrangements, or if it is not possible to effect deliveries of the Fund Securities in such jurisdiction, the Trust may, in its discretion, exercise its option to redeem such Shares in cash, and the Authorized Participant will be required to receive its redemption proceeds in cash.
If it is not possible to make other such arrangements, or if it is not possible to effect deliveries of the Fund Securities, the Trust may in its discretion exercise its option to redeem such Shares in cash, and the redeeming investor will be required to receive its redemption proceeds in cash. In addition, an investor may request a redemption in cash that the Fund may, in its sole discretion, permit. In either case, the investor will receive a cash payment equal to the NAV of its Shares based on the NAV of Shares of the relevant Fund next determined after the redemption request is received in proper form (minus a redemption transaction fee and additional charge for requested cash redemptions specified above, to offset the Trusts brokerage and other transaction costs associated with the disposition of Fund Securities). A Fund may also, in its sole discretion, upon request of a shareholder, provide such redeemer a portfolio of securities that differs from the exact composition of the Fund Securities but does not differ in net asset value.
An Authorized Participant submitting a redemption request is deemed to represent to the Trust that it (or its client) (i) owns outright or has full legal authority and legal beneficial right to tender for redemption the requisite number of Shares to be redeemed and can receive the entire proceeds of the redemption, and (ii) the Shares to be redeemed have not been loaned or pledged to another party nor are they the subject of a repurchase agreement, securities lending agreement or such other arrangement which would preclude the delivery of such Shares to the Trust. The Trust reserves the right to verify these representations at its discretion, but will typically require verification with respect to a redemption request from a Fund in connection with higher levels of redemption activity and/or short interest in the Fund. If the Authorized Participant, upon receipt of a verification request, does not provide sufficient verification of its representations as determined by the Trust, the redemption request will not be considered to have been received in proper form and may be rejected by the Trust.
Redemptions of Shares for Fund Securities will be subject to compliance with applicable federal and state securities laws and each Fund (whether or not it otherwise permits cash redemptions) reserves the right to redeem Creation Units for cash to the extent that the Trust could not lawfully deliver specific Fund Securities upon redemptions or could not do so without first registering the Fund Securities under such laws. An Authorized Participant or an investor for which it is acting subject to a legal restriction with respect to a particular security included in the Fund Securities applicable to the redemption of Creation Units may be paid an equivalent amount of cash. The Authorized Participant may request the redeeming investor of the Shares to complete an order form or to enter into agreements with respect to such matters as compensating cash payment. Further, an Authorized Participant that is not a qualified institutional buyer, (QIB) as such term is defined under Rule 144A of the Securities Act, will not be able to receive Fund Securities that are restricted securities eligible for resale under Rule 144A. An Authorized Participant may be required by the Trust to provide a written confirmation with respect to QIB status in order to receive Fund Securities.
The right of redemption may be suspended or the date of payment postponed with respect to a Fund (1) for any period during which the Exchange is closed (other than customary weekend and holiday closings); (2) for any period during which trading on the Exchange is suspended or restricted; (3) for any period during which an emergency exists as a result of which disposal of the Shares of the Fund or determination of the NAV of the Shares is not reasonably practicable; or (4) in such other circumstance as is permitted by the SEC.
REQUIRED EARLY ACCEPTANCE OF ORDERS FOR CERTAIN INTERNATIONAL FUNDS. Notwithstanding the foregoing, as described in the Participant Agreement and/or applicable order form, certain Funds may require orders to be placed up to one or more Business Days prior to the trade date, as described in the
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Participant Agreement or the applicable order form, in order to receive the trade dates net asset value. Orders to purchase Shares of such Funds that are submitted on the Business Day immediately preceding a holiday or a day (other than a weekend) that the equity markets in the relevant foreign market are closed may not be accepted. Authorized Participants may be notified that the cut-off time for an order may be earlier on a particular Business Day, as described in the Participant Agreement and the applicable order form.
CREATION AND REDEMPTION TRANSACTION FEES. A transaction fee, as set forth in the table below, is imposed for the transfer and other transaction costs associated with the purchase or redemption of Creation Units, as applicable. Authorized Participants will be required to pay a fixed creation transaction fee and/or a fixed redemption transaction fee, as applicable, on a given day regardless of the number of Creation Units created or redeemed on that day. A Fund may adjust the transaction fee from time to time. An additional charge or a variable charge (discussed below) will be applied to certain creation and redemption transactions, including non-standard orders and whole or partial cash purchases or redemptions. With respect to creation orders, Authorized Participants are responsible for the costs of transferring the securities constituting the Deposit Securities to the account of the Trust and with respect to redemption orders. Authorized Participants are responsible for the costs of transferring the Fund Securities from the Trust to their account or on their order. Investors who use the services of a broker or other such intermediary may also be charged a fee for such services.
Creation and Redemption Transaction Fees:
FUND |
TRANSACTION
FEE*,** |
MAXIMUM
TRANSACTION FEE *,** |
||||||
SPDR S&P A SIA P ACIFIC ETF |
$ | [ | ] | [ | ]% | |||
SPDR S&P E UROPE ETF |
$ | [ | ] | [ | ]% | |||
SPDR S&P S MALL C AP E MERGING E UROPE ETF |
$ | [ | ] | [ | ]% | |||
SPDR S&P E MERGING A FRICA ETF |
$ | [ | ] | [ | ]% | |||
SPDR S&P E MERGING S OUTH E AST A SIA ETF |
$ | [ | ] | [ | ]% | |||
SPDR S&P E MERGING GCC-M IDDLE E AST ETF |
$ | [ | ] | [ | ]% | |||
SPDR S&P S MALL C AP E MERGING M IDDLE E AST & A FRICA ETF |
$ | [ | ] | [ | ]% | |||
SPDR S&P I RELAND ETF |
$ | [ | ] | [ | ]% | |||
SPDR S&P B RAZIL ETF |
$ | [ | ] | [ | ]% | |||
SPDR S&P I NDIA ETF |
$ | [ | ] | [ | ]% | |||
SPDR S&P S MALL C AP E MERGING L ATIN A MERICA ETF |
$ | [ | ] | [ | ]% | |||
SPDR MSCI F RANCE Q UALITY M IX ETF |
$ | [ | ] | [ | ]% | |||
SPDR MSCI S WITZERLAND Q UALITY M IX ETF |
$ | [ | ] | [ | ]% |
* | From time to time, a Fund may waive all or a portion of its applicable transaction fee(s). An additional charge of up to three (3) times the standard transaction fee may be charged to the extent a transaction is outside of the clearing process. |
** | In addition to the transaction fees listed above, the Funds may charge an additional variable fee for creations and redemptions in cash to offset brokerage and impact expenses associated with the cash transaction. The variable transaction fee will be calculated based on historical transaction cost data and the Advisers view of current market conditions; however, the actual variable fee charged for a given transaction may be lower or higher than the trading expenses incurred by a Fund with respect to that transaction. |
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in conjunction with the sections in the Prospectus entitled PURCHASE AND SALE INFORMATION and ADDITIONAL PURCHASE AND SALE INFORMATION.
Net asset value per Share for each Fund is computed by dividing the value of the net assets of the Fund (i.e., the value of its total assets less total liabilities) by the total number of Shares outstanding. Expenses and fees, including the management fees, are accrued daily and taken into account for purposes of determining net asset value. The net asset value of a Fund is calculated by the Custodian and determined as of the close of the regular trading session on
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the NYSE (ordinarily 4:00 p.m., Eastern time) on each day that such exchange is open. Fixed-income assets are generally valued as of the announced closing time for trading in fixed-income instruments in a particular market or exchange. Creation/redemption order cut-off times may be earlier on any day that the Securities Industry and Financial Markets Association (or applicable exchange or market on which a Funds investments are traded) announces an early closing time. Any assets or liabilities denominated in currencies other than the U.S. dollar are converted into U.S. dollars at market rates on the date of valuation (generally as of 4:00 p.m. London time) as quoted by one or more sources.
In calculating a Funds net asset value per Share, the Funds investments are generally valued using market valuations. A market valuation generally means a valuation (i) obtained from an exchange, a pricing service, or a major market maker (or dealer), (ii) based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service, or a major market maker (or dealer) or (iii) based on amortized cost. In the case of shares of other funds that are not traded on an exchange, a market valuation means such funds published net asset value per share. The Adviser may use various pricing services, or discontinue the use of any pricing service, as approved by the Board from time to time. A price obtained from a pricing service based on such pricing services valuation matrix may be considered a market valuation.
In the event that current market valuations are not readily available or such valuations do not reflect current market value, the Trusts procedures require the Pricing and Investment Committee to determine a securitys fair value if a market price is not readily available. In determining such value the Pricing and Investment Committee may consider, among other things, (i) price comparisons among multiple sources, (ii) a review of corporate actions and news events, and (iii) a review of relevant financial indicators (e.g., movement in interest rates, market indices, and prices from each Funds Index Provider). In these cases, the Funds 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 realized upon the sale of the security. In addition, fair value pricing could result in a difference between the prices used to calculate a Funds net asset value and the prices used by the Funds benchmark Index. This may result in a difference between the Funds performance and the performance of the applicable Funds benchmark Index. With respect to securities that are primarily listed on foreign exchanges, the value of a Funds portfolio securities may change on days when you will not be able to purchase or sell your Shares.
The following information supplements and should be read in conjunction with the section in the Prospectus entitled DISTRIBUTIONS.
GENERAL POLICIES
Dividends from net investment income, if any, are generally declared and paid periodically, as described in the Prospectus, but may vary significantly from period to period. Distributions of net realized securities gains, if any, generally are declared and paid once a year, but the Trust may make distributions on a more frequent basis for a Fund to improve index tracking or to comply with the distribution requirements of the Internal Revenue Code, in all events in a manner consistent with the provisions of the 1940 Act.
Dividends and other distributions on Shares are distributed, as described below, on a pro rata basis to Beneficial Owners of such Shares. Dividend payments are made through DTC Participants and Indirect Participants to Beneficial Owners then of record with proceeds received from the Trust.
Management of the Trust reserves the right to declare special dividends if, in its reasonable discretion, such action is necessary or advisable to preserve a Funds eligibility for treatment as a regulated investment company (RIC) under the Internal Revenue Code or to avoid imposition of income or excise taxes at the Fund level.
DIVIDEND REINVESTMENT
Broker dealers, at their own discretion, may offer a dividend reinvestment service under which Shares 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.
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The following is a summary of certain federal income tax considerations generally affecting the Funds and their shareholders that supplements the discussion in the Prospectus. No attempt is made to present a comprehensive explanation of the federal, state, local or foreign tax treatment of the Funds or their shareholders, and the discussion here and in the Prospectus is not intended to be a substitute for careful tax planning.
The following general discussion of certain federal income tax consequences is based on the Internal Revenue Code and the regulations issued thereunder as in effect on the date of this Statement of Additional Information. New legislation, as well as administrative changes or court decisions, may significantly change the conclusions expressed herein, and may have a retroactive effect with respect to the transactions contemplated herein.
The following information should be read in conjunction with the section in the Prospectus entitled ADDITIONAL TAX INFORMATION.
TAXATION OF THE FUNDS. Each Fund is treated as a separate corporation for federal income tax purposes. A Fund therefore is considered to be a separate entity in determining its treatment under the rules for RICs described herein and in the Prospectus. Losses in one Fund do not offset gains in any other Fund and the requirements (other than certain organizational requirements) for qualifying RIC status are determined at the Fund level rather than at the Trust level. Each Fund has elected or will elect and intends to qualify each year to be treated as a separate RIC under Subchapter M of the Internal Revenue Code. As such, each Fund should not be subject to federal income tax on its net investment income and capital gains, if any, to the extent that it timely distributes such income and capital gains to its shareholders. In order to qualify for treatment as a RIC, a Fund must distribute annually to its shareholders at least the sum of 90% of its taxable net investment income (generally including the excess of net short-term capital gains over net long-term capital losses) and 90% of its net tax exempt interest income, if any (the Distribution Requirement) and also must meet several additional requirements. Among these requirements are the following: (i) at least 90% of a Funds gross income each taxable year must be derived from dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income derived with respect to its business of investing in such stock, securities or currencies, and net income derived from interests in qualified publicly traded partnerships (the Qualifying Income Requirement); and (ii) at the end of each quarter of the Funds taxable year, its assets must be diversified so that (a) at least 50% of the market value of its total assets must be represented by cash and cash items, U.S. government securities, securities of other RICs and other securities, with such other securities limited, in respect to any one issuer, to an amount not greater in value than 5% of the value of the Funds total assets and to not more than 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of its total assets is invested in the securities (other than U.S. government securities or securities of other RICs) of any one issuer, the securities (other than securities of other RICs) of two or more issuers that it controls and that are engaged in the same, similar, or related trades or businesses, or the securities of one or more qualified publicly traded partnerships (the Diversification Requirement).
Income derived from direct and indirect investments in commodities is not qualifying income for purposes of the Qualifying Income Requirement. Thus, income from certain commodities-related investments may cause a Fund not to qualify as a regulated investment company. As noted above, each Fund may invest up to 25% of its total assets in qualified publicly traded partnerships (QPTPs) without failing to meet the Diversification Requirement. Certain QPTPs invest in commodities-related instruments. Income from QPTPs is generally qualifying income. A QPTP is an entity that is treated as a partnership for federal income tax purposes, subject to certain requirements. If an entity that would otherwise be treated as a QPTP fails to qualify as a QPTP, the income generated from a Funds investment in the entity may not be qualifying income. There is little regulatory guidance concerning the application of the rules governing qualification as a QPTP, and it is possible that future guidance may adversely affect the qualification of entities as QPTPs. If a Fund fails to qualify as a regulated investment company, the Fund will be subject to tax, which will reduce returns to the Funds shareholders. Such a failure will also alter the treatment of distributions to the Funds shareholders.
If a Fund fails to satisfy the Qualifying Income Requirement or the Diversification Requirement in any taxable year, such Fund may be eligible for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy the applicable requirements. Additionally, relief is
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provided for certain de minimis failures of the Diversification Requirement where the Fund corrects the failure within a specified period of time. In order to be eligible for the relief provisions with respect to a failure to meet the Diversification Requirement, a Fund may be required to dispose of certain assets. If these relief provisions were not available to a Fund and it were to fail to qualify for treatment as a RIC for a taxable year, all of its taxable income would be subject to tax at regular corporate rates without any deduction for distributions to shareholders, and its distributions (including capital gains distributions) generally would be taxable as ordinary income dividends to its shareholders, subject to the dividends-received deduction for corporate shareholders and the lower tax rates on qualified dividend income received by noncorporate shareholders. To requalify for treatment as a RIC in a subsequent taxable year, the Fund would be required to satisfy the RIC qualification requirements for that year and to distribute any earnings and profits from any year in which the Fund failed to qualify for tax treatment as a RIC. If a Fund failed to qualify as a RIC for a period greater than two taxable years, it would generally be required to pay a Fund-level tax on certain net built-in gains recognized with respect to certain of its assets upon a disposition of such assets within ten years of qualifying as a RIC in a subsequent year. The Board reserves the right not to maintain the qualification of a Fund for treatment as a RIC if it determines such course of action to be beneficial to shareholders.
Each Fund intends to distribute substantially all of its net investment income and its capital gains for each taxable year. If a Fund meets the Distribution Requirement but retains some or all of its income or gains, it will be subject to federal income tax to the extent any such income or gains are not distributed. A Fund may designate certain amounts retained as undistributed net capital gain in a notice to its shareholders, who (i) will be required to include in income for U.S. federal income tax purposes, as long-term capital gain, their proportionate shares of the undistributed amount so designated, (ii) will be entitled to credit their proportionate shares of the income tax paid by the Fund on that undistributed amount against their federal income tax liabilities and to claim refunds to the extent such credits exceed their liabilities and (iii) will be entitled to increase their tax basis, for federal income tax purposes, in their Shares in the Fund by an amount equal to the excess of the amount of undistributed net capital gain included in their respective income over their respective income tax credits. If a Fund failed to satisfy the Distribution Requirement for any taxable year, it would be taxed as a regular corporation, with consequences generally similar to those described in the preceding paragraph.
A Fund will be subject to a 4% excise tax on certain undistributed income if it does not distribute to its shareholders in each calendar year an amount at least equal to 98% of its ordinary income for the calendar year plus 98.2% of its capital gain net income for the twelve months ended October 31 of such year, subject to an increase for any shortfall in the prior years distribution. Each Fund intends to declare and distribute dividends and distributions in the amounts and at the times necessary to avoid the application of this 4% excise tax.
A Fund may elect to treat part or all of any qualified late year loss as if it had been incurred in the succeeding taxable year in determining the Funds taxable income, net capital gain, net short-term capital gain, and earnings and profits. The effect of this election is to treat any such qualified late year loss as if it had been incurred in the succeeding taxable year in characterizing Fund distributions for any calendar year. A qualified late year loss generally includes net capital loss, net long-term capital loss, or net short-term capital loss incurred after October 31 of the current taxable year (commonly referred to as post-October losses) and certain other late-year losses.
Capital losses in excess of capital gains (net capital losses) are not permitted to be deducted against a RICs net investment income. Instead, for U.S. federal income tax purposes, potentially subject to certain limitations, a Fund may carry net capital losses from any taxable year forward to offset its capital gains in future years. A Fund is permitted to carry forward indefinitely a net capital loss from any taxable year that began after December 22, 2010. A Fund is permitted to carry forward a net capital loss from any taxable year that began on or before December 22, 2010 to offset its capital gains, if any, for up to eight years following the year of the loss. A Funds carryforwards of losses from taxable years that began after December 22, 2010 must be fully utilized before the Fund may utilize carryforwards of losses from taxable years that began on or before December 22, 2010. To the extent subsequent capital gains are offset by such losses, they will not result in U.S. federal income tax liability to the Fund and may not be distributed as capital gains to its shareholders. Generally, the Funds may not carry forward any losses other than net capital losses.
TAXATION OF SHAREHOLDERS - DISTRIBUTIONS. Each Fund intends to distribute annually to its shareholders substantially all of its investment company taxable income (computed without regard to the deduction for dividends paid), its net tax-exempt income, if any, and any net capital gain (net recognized long-term capital gains in excess of net recognized short-term capital losses taking into account any capital loss carryforwards). Each Fund will report to shareholders annually the amounts of dividends paid from ordinary income, the amount of distributions of net capital gain, the portion of dividends which may qualify for the dividends received deduction, and the portion of dividends which may qualify for treatment as qualified dividend income.
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Subject to certain limitations, dividends reported by a Fund as qualified dividend income will be taxable to noncorporate shareholders at rates of up to 20%. Dividends may be reported by a Fund as qualified dividend income if they are attributable to qualified dividend income received by the Fund. Qualified dividend income includes, in general, subject to certain holding period requirements and other requirements, dividend income from certain U.S. and foreign corporations. Subject to certain limitations, eligible foreign corporations include those incorporated in possessions of the United States, those incorporated in certain countries with comprehensive tax treaties with the United States and other foreign corporations if the stock with respect to which the dividends are paid is tradable on an established securities market in the United States. A dividend generally will not be treated as qualified dividend income to the extent that (i) the shareholder has not held the stock on which the dividend was paid for more than 60 days during the 121-day period that begins on the date that is 60 days before the date on which the stock becomes ex-dividend with respect to such dividend or, in the case of certain preferred stock, for more than 90 days during the 181-day period beginning 90 days before such date, (ii) the shareholder is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to substantially similar or related property, or (iii) the shareholder elects to treat such dividend as investment income under section 163(d)(4)(B) of the Internal Revenue Code. The holding period requirements described in this paragraph apply to shareholders investments in the Funds and to the Funds investments in underlying dividend-paying stock. Dividends received by a Fund from a REIT or another RIC may be treated as qualified dividend income generally only to the extent the dividend distributions are attributable to qualified dividend income received by such REIT or RIC. It is expected that dividends received by a Fund from a REIT and distributed by that Fund to a shareholder generally will be taxable to the shareholder as ordinary income. If 95% or more of a Funds gross income (calculated without taking into account net capital gain derived from sales or other dispositions of stock or securities) consists of qualified dividend income, that Fund may report all distributions of such income as qualified dividend income.
Certain dividends received by a Fund from U.S. corporations (generally, dividends received by a Fund in respect of any share of stock (1) with a tax holding period of at least 46 days during the 91-day period beginning on the date that is 45 days before the date on which the stock becomes ex-dividend as to that dividend and (2) that is held in an unleveraged position) when distributed and appropriately so reported by the Fund may be eligible for the 70% dividends-received deduction generally available to corporations under the Internal Revenue Code. In order to qualify for the deduction, corporate shareholders must meet the minimum holding period requirement stated above with respect to their Fund Shares, taking into account any holding period reductions from certain hedging or other transactions or positions that diminish their risk of loss with respect to their Fund Shares, and, if they borrow to acquire or otherwise incur debt attributable to Fund Shares, they may be denied a portion of the dividends-received deduction with respect to those Fund Shares. The entire dividend, including the otherwise deductible amount, will be included in determining the excess, if any, of a corporations adjusted current earnings over its alternative minimum taxable income, which may increase a corporations alternative minimum tax liability. Any corporate shareholder should consult its tax adviser regarding the possibility that its tax basis in its shares may be reduced, for U.S. federal income tax purposes, by reason of extraordinary dividends received with respect to the Fund Shares and, to the extent such basis would be reduced below zero, current recognition of income may be required.
Distributions from a Funds net short-term capital gains will generally be taxable to shareholders as ordinary income. Distributions from a Funds net capital gain will be taxable to shareholders at long-term capital gains rates, regardless of how long shareholders have held their Shares in the Fund. Long-term capital gains are generally taxed to noncorporate shareholders at rates of up to 20%.
Although dividends generally will be treated as distributed when paid, any dividend declared by a Fund in October, November or December and payable to shareholders of record in such a month that is paid during the following January will be treated for U.S. federal income tax purposes as received by shareholders on December 31 of the calendar year in which it was declared.
If a Funds distributions exceed its earnings and profits, all or a portion of the distributions made in the taxable year may be treated as a return of capital to shareholders. A return of capital distribution generally will not be taxable but will reduce the shareholders cost basis and result in a higher capital gain or lower capital loss when the Shares on which the distribution was received are sold. After a shareholders basis in the Shares has been reduced to zero, distributions in excess of earnings and profits will be treated as gain from the sale of the shareholders Shares.
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Distributions that are reinvested in additional Shares of a Fund through the means of a dividend reinvestment service, if offered by your broker-dealer, will nevertheless be taxable dividends to the same extent as if such dividends had been received in cash.
A 3.8% Medicare contribution tax generally applies to all or a portion of the net investment income of a shareholder who is an individual and not a nonresident alien for federal income tax purposes and who has adjusted gross income (subject to certain adjustments) that exceeds a threshold amount ($250,000 if married filing jointly or if considered a surviving spouse for federal income tax purposes, $125,000 if married filing separately, and $200,000 in other cases). This 3.8% tax also applies to all or a portion of the undistributed net investment income of certain shareholders that are estates and trusts. For these purposes, dividends, interest and certain capital gains (among other categories of income) are generally taken into account in computing a shareholders net investment income.
Distributions of ordinary income and capital gains may also be subject to foreign, state and local taxes depending on a shareholders circumstances.
TAXATION OF SHAREHOLDERS SALE OF SHARES. In general, a sale of Shares results in capital gain or loss, and for individual shareholders, is taxable at a federal rate dependent upon the length of time the Shares were held. A sale of Fund Shares held for a period of one year or less at the time of such sale will, for tax purposes, generally result in short-term capital gains or losses, and a sale of those held for more than one year will generally result in long-term capital gains or losses. Long-term capital gains are generally taxed to noncorporate shareholders at rates of up to 20%.
Gain or loss on the sale of Shares in a Fund is measured by the difference between the amount received and the adjusted tax basis of the Shares. Shareholders should keep records of investments made (including Shares acquired through reinvestment of dividends and distributions) so they can compute the tax basis of their Shares.
A loss realized on a sale of Shares of a Fund may be disallowed if substantially identical Shares are acquired (whether through the reinvestment of dividends or otherwise) within a sixty-one (61) day period beginning thirty (30) days before and ending thirty (30) days after the date that the Shares are disposed of. In such a case, the basis of the Shares acquired must be adjusted to reflect the disallowed loss. Any loss upon the sale of Shares held for six (6) months or less is treated as long-term capital loss to the extent of any amounts treated as distributions to the shareholder of long-term capital gain (including any amounts credited to the shareholder as undistributed capital gains).
COST BASIS REPORTING. The cost basis of Shares acquired by purchase will generally be based on the amount paid for the Shares and then may be subsequently adjusted for other applicable transactions as required by the Code. The difference between the selling price and the cost basis of Shares generally determines the amount of the capital gain or loss realized on the sale or exchange of Shares. Contact the broker through whom you purchased your Shares to obtain information with respect to the available cost basis reporting methods and elections for your account.
TAXATION OF FUND INVESTMENTS. Dividends and interest received by a Fund on foreign securities may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. If a Fund meets certain requirements, which include a requirement that more than 50% of the value of the Funds total assets at the close of its respective taxable year consists of certain foreign stocks or securities, then the Fund should be eligible to file an election with the Internal Revenue Service (the IRS) that may enable its shareholders, in effect, to receive either the benefit of a foreign tax credit, or a tax deduction, with respect to certain foreign and U.S. possessions income taxes paid by the Fund, subject to certain limitations. Pursuant to this election, the Fund would treat those taxes as dividends paid to its shareholders. Each such shareholder would be required to include a proportionate share of those taxes in gross income as income received from a foreign source and must treat the amount so included as if the shareholder had paid the foreign tax directly. The shareholder may then either deduct the taxes deemed paid by him or her in computing his or her taxable income or, alternatively, use the foregoing information in calculating any foreign tax credit the shareholder may be entitled to use against such shareholders federal income tax. If a Fund makes this election, the Fund will report annually to its shareholders the respective amounts per share of the Funds income from sources within, and taxes paid to, foreign countries and U.S. possessions. No deduction for such taxes will be permitted to individuals in computing their alternative minimum tax liability. If a Fund does not make this election, the Fund will be entitled to claim a deduction for certain foreign taxes incurred by the Fund.
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Certain of the Funds investments may be subject to complex provisions of the Internal Revenue Code (including provisions relating to hedging transactions, straddles, integrated transactions, foreign currency contracts, forward foreign currency contracts, and notional principal contracts) that, among other things, may affect the character of gains and losses realized by the Funds ( e.g. , may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Fund and defer losses. These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also may require a Fund to mark-to-market certain types of positions in its portfolio (i.e., treat them as if they were closed out) which may cause the Fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the RIC distribution requirements for avoiding income and excise taxes. The Funds intend to monitor their transactions, intend to make appropriate tax elections, and intend to make appropriate entries in their books and records in order to mitigate the effect of these rules and preserve the Funds qualification for treatment as RICs.
If a Fund acquires any equity interest (under Treasury regulations that may be promulgated in the future, generally including not only stock but also an option to acquire stock such as is inherent in a convertible bond) in certain foreign corporations (i) that receive at least 75% of their annual gross income from passive sources (such as interest, dividends, certain rents and royalties, or capital gains) or (ii) where at least 50% of the corporations assets (computed based on average fair market value) either produce or are held for the production of passive income (passive foreign investment companies or PFICs), the Fund could be subject to U.S. federal income tax and nondeductible interest charges on excess distributions received from such companies or on gain from the sale of stock in such companies, even if all income or gain actually received by the Fund is timely distributed to its shareholders. The Fund would not be able to pass through to its shareholders any credit or deduction for such a tax. A qualified electing fund election or a mark-to-market election may be available that would ameliorate these adverse tax consequences, but such elections could require a Fund to recognize taxable income or gain (subject to the distribution requirements applicable to RICs, as described above) without the concurrent receipt of cash. In order to satisfy the distribution requirements and avoid a tax at the Fund level, a Fund may be required to liquidate portfolio securities that it might otherwise have continued to hold, potentially resulting in additional taxable gain or loss to the Fund. Gains from the sale of stock of PFICs may also be treated as ordinary income. In order for a Fund to make a qualified electing fund election with respect to a PFIC, the PFIC would have to agree to provide certain tax information to the Fund on an annual basis, which it might not agree to do. The Funds may limit and/or manage their holdings in PFICs to limit their tax liability or maximize their returns from these investments.
Each Fund is required for federal income tax purposes to mark-to-market and recognize as income for each taxable year its net unrealized gains and losses on certain futures contracts as of the end of the year as well as those actually realized during the year. Gain or loss from futures and options contracts on broad-based indexes required to be marked to market will be 60% long-term and 40% short-term capital gain or loss. Application of this rule may alter the timing and character of distributions to shareholders. A Fund may be required to defer the recognition of losses on futures contracts, options contracts and swaps to the extent of any unrecognized gains on offsetting positions held by the Fund. It is anticipated that certain net gain realized from the closing out of futures or options contracts will be considered gain from the sale of securities and therefore will be qualifying income for purposes of the Qualifying Income Requirement.
TAX-EXEMPT SHAREHOLDERS. Certain tax-exempt shareholders, including qualified pension plans, individual retirement accounts, salary deferral arrangements, 401(k) plans, and other tax-exempt entities, generally are exempt from federal income taxation except with respect to their unrelated business taxable income (UBTI). Under current law, a Fund generally serves to block UBTI from being realized by its tax-exempt shareholders. However, notwithstanding the foregoing, tax-exempt shareholders could realize UBTI by virtue of their investment in a Fund where, for example, (i) the Fund invests in REITs that hold residual interests in real estate mortgage investment conduits (REMICs) or (ii) Shares in the Fund constitute debt-financed property in the hands of the tax-exempt shareholders within the meaning of section 514(b) of the Internal Revenue Code. Charitable remainder trusts are subject to special rules and should consult their tax advisors. There are no restrictions preventing a Fund from holding investments in REITs that hold residual interests in REMICs, and a Fund may do so. The IRS has issued guidance with respect to these issues and prospective shareholders, especially charitable remainder trusts, are strongly encouraged to consult with their tax advisors regarding these issues.
FOREIGN SHAREHOLDERS. Dividends, other than capital gains dividends, short-term capital gain dividends and interest-related dividends (described below), paid by a Fund to shareholders who are nonresident aliens or
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foreign entities will be subject to a 30% United States withholding tax unless a reduced rate of withholding or a withholding exemption is provided under applicable treaty law to the extent derived from investment income and short-term capital gain or unless such income is effectively connected with a U.S. trade or business carried on through a permanent establishment in the United States. Nonresident shareholders are urged to consult their own tax advisors concerning the applicability of the United States withholding tax and the proper withholding form(s) to be submitted to a Fund. A non-U.S. shareholder who fails to provide an appropriate IRS Form W-8 may be subject to backup withholding at the appropriate rate.
Dividends reported by a Fund as (i) interest-related dividends, to the extent such dividends are derived from the Funds qualified net interest income, or (ii) short-term capital gain dividends, to the extent such dividends are derived from the Funds qualified short-term gain, are generally exempt from this 30% withholding tax. Qualified net interest income is a Funds net income derived from U.S.-source interest and original issue discount, subject to certain exceptions and limitations. Qualified short-term gain generally means the excess of a Funds net short-term capital gain for the taxable year over its net long-term capital loss, if any. In the case of Shares held through an intermediary, the intermediary may withhold even if a Fund reports the payment as an interest-related dividend or as a short-term capital gain dividend. Non-U.S. shareholders should contact their intermediaries with respect to the application of these rules to their accounts. Absent future legislation, the withholding exemptions for interest-related dividends and short-term capital gain dividends only apply to dividends with respect to taxable years of a Fund beginning before January 1, 2015.
Unless certain non-U.S. entities that hold Fund Shares comply with IRS requirements that will generally require them to report information regarding U.S. persons investing in, or holding accounts with, such entities, a 30% withholding tax may apply to Fund distributions payable to such entities after June 30, 2014 (or, in certain cases, after later dates) and redemptions and certain capital gain dividends payable to such entities after December 31, 2016. A non-U.S. shareholder may be exempt from the withholding described in this paragraph under an applicable intergovernmental agreement between the U.S. and a foreign government, provided that the shareholder and the applicable foreign government comply with the terms of such agreement.
Non-U.S. persons are subject to U.S. tax on disposition of a United States real property interest (a USRPI). Gain on such a disposition is sometimes referred to as FIRPTA gain. The Internal Revenue Code provides a look-through rule for distributions of FIRPTA gain if certain requirements are met. If the look-through rule applies, certain distributions attributable to income received by a Fund from REITs may be treated as gain from the disposition of a USRPI, causing distributions to be subject to U.S. withholding tax at rates of up to 35%, and requiring non-U.S. investors to file nonresident U.S. income tax returns. Also, gain may be subject to a 30% branch profits tax in the hands of a non-U.S. shareholder that is treated as a corporation for federal income tax purposes. Under certain circumstances, a Fund may itself qualify as a USRPI, which would result in similar consequences to certain non-U.S. investors.
BACKUP WITHHOLDING. A Fund will be required in certain cases to withhold (as backup withholding) on amounts payable to any shareholder who (1) has provided the Fund either an incorrect tax identification number or no number at all, (2) is subject to backup withholding by the IRS for failure to properly report payments of interest or dividends, (3) has failed to certify to the Fund that such shareholder is not subject to backup withholding, or (4) has not certified that such shareholder is a U.S. person (including a U.S. resident alien). The backup withholding rate is 28%. Backup withholding will not be applied to payments that have been subject to the 30% withholding tax on shareholders who are neither citizens nor permanent residents of the U.S.
CREATION UNITS. An Authorized Participant who exchanges securities for Creation Units generally will recognize a gain or a loss. The gain or loss will be equal to the difference between the market value of the Creation Units at the time and the sum of the exchangers aggregate basis in the securities surrendered plus the amount of cash paid for such Creation Units. A person who redeems Creation Units will generally recognize a gain or loss equal to the difference between the exchangers basis in the Creation Units and the sum of the aggregate market value of any securities received plus the amount of any cash received for such Creation Units. The IRS, however, may assert that a loss realized upon an exchange of securities for Creation Units cannot be deducted currently under the rules governing wash sales, or on the basis that there has been no significant change in economic position.
Any gain or loss realized upon a creation of Creation Units will be treated as capital gain or loss if the Authorized Participant holds the securities exchanged therefor as capital assets, and otherwise will be ordinary income or loss. Similarly, any gain or loss realized upon a redemption of Creation Units will be treated as capital gain or loss if the
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Authorized Participant holds the Shares comprising the Creation Units as capital assets, and otherwise will be ordinary income or loss. Any capital gain or loss realized upon the creation of Creation Units will generally be treated as long-term capital gain or loss if the securities exchanged for such Creation Units have been held for more than one year, and otherwise will be short-term capital gain or loss. Any capital gain or loss realized upon the redemption of Creation Units will generally be treated as long-term capital gain or loss if the Shares comprising the Creation Units have been held for more than one year, and otherwise, will generally be short-term capital gain or loss. Any capital loss realized upon a redemption of Creation Units held for six (6) months or less will be treated as a long-term capital loss to the extent of any amounts treated as distributions to the applicable Authorized Participant of long-term capital gains with respect to the Creation Units (including any amounts credited to the Authorized Participant as undistributed capital gains).
A Fund has the right to reject an order for Creation Units if the purchaser (or a group of purchasers) would, upon obtaining the Shares so ordered, own 80% or more of the outstanding shares of the Fund and if, pursuant to section 351 of the Internal Revenue Code, the Fund would have a basis in any deposit securities different from the market value of such securities on the date of deposit. A Fund also has the right to require information necessary to determine beneficial Share ownership for purposes of the 80% determination. If a Fund does issue Creation Units to a purchaser (or a group of purchasers) that would, upon obtaining the Shares so ordered, own 80% or more of the outstanding Shares of the Fund, the purchaser (or a group of purchasers) may not recognize gain or loss upon the exchange of securities for Creation Units.
Persons purchasing or redeeming Creation Units should consult their own tax advisors with respect to the tax treatment of any creation or redemption transaction.
CERTAIN POTENTIAL TAX REPORTING REQUIREMENTS. Under promulgated Treasury regulations, if a shareholder recognizes a loss on disposition of a Funds Shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder (or certain greater amounts over a combination of years), the shareholder must file with the IRS a disclosure statement on IRS Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. Significant penalties may be imposed for the failure to comply with the reporting requirements. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayers treatment of the loss is proper. Shareholders should consult their tax advisers to determine the applicability of these regulations in light of their individual circumstances.
The foregoing discussion is a summary only and is not intended as a substitute for careful tax planning. Purchasers of Shares should consult their own tax advisors as to the tax consequences of investing in such Shares, including under state, local and other tax laws. Finally, the foregoing discussion is based on applicable provisions of the Internal Revenue Code, regulations, judicial authority and administrative interpretations in effect on the date hereof. Changes in applicable authority could materially affect the conclusions discussed above, and such changes often occur.
INVESTMENT BY AN UNDERTAKING FOR COLLECTIVE INVESTMENT IN TRANSFERABLE SECURITIES
The Adviser has reviewed the investment characteristics and limitations of each Fund and believes that, as of December 30, 2014, each Fund qualifies as an undertaking for collective investment (UCI) for purposes of the Luxembourg law of 17 December 2010. However, an Undertaking for Collective Investment in Transferable Securities should consult its own counsel regarding the qualification of a Fund as a UCI before investing in the Fund.
CAPITAL STOCK AND SHAREHOLDER REPORTS
Each Fund issues Shares of beneficial interest, par value $.01 per Share. The Board may designate additional funds.
Each Share issued by the Trust has a pro rata interest in the assets of the corresponding series of the Trust. Shares have no preemptive, exchange, subscription or conversion rights and are freely transferable. Each Share is entitled to participate equally in dividends and distributions declared by the Board with respect to each Fund, and in the net distributable assets of each Fund on liquidation.
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Each Share has one vote with respect to matters upon which a shareholder vote is required consistent with the requirements of the 1940 Act and the rules promulgated thereunder. Shares of all series of the Trust (Funds) vote together as a single class except that if the matter being voted on affects only a particular fund it will be voted on only by that fund and if a matter affects a particular fund differently from other Funds, that fund will vote separately on such matter. Under Massachusetts law, the Trust is not required to hold an annual meeting of shareholders unless required to do so under the 1940 Act. The policy of the Trust is not to hold an annual meeting of shareholders unless required to do so under the 1940 Act. All Shares of the Trust (regardless of the fund) have noncumulative voting rights for the election of Trustees. Under Massachusetts law, Trustees of the Trust may be removed by vote of the shareholders.
Under Massachusetts law, shareholders of a business trust may, under certain circumstances, be held personally liable as partners for obligations of the Trust. However, the Declaration of Trust contains an express disclaimer of shareholder liability for acts or obligations of the Trust, requires that Trust obligations include such disclaimer, and provides for indemnification and reimbursement of expenses out of the Trusts property for any shareholder held personally liable for the obligations of the Trust. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations. Given the above limitations on shareholder personal liability, and the nature of each Funds assets and operations, the risk to shareholders of personal liability is believed to be remote.
Shareholder inquiries may be made by writing to the Trust, c/o the Distributor, State Street Global Markets, LLC at State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111.
COUNSEL AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Morgan, Lewis & Bockius LLP, 2020 K Street, NW, Washington, DC 20006, serves as counsel to the Trust. [ ] serves as the independent registered public accounting firm for the Trust. [ ] performs annual audits of the Funds financial statements and provides other audit, tax and related services.
LOCAL MARKET HOLIDAY SCHEDULES
The Trust generally intends to effect deliveries of portfolio securities on a basis of T plus three business days (i.e., days on which the NYSE is open) in the relevant foreign market of a Fund. The ability of the Trust to effect in-kind redemptions within three business days of receipt of a redemption request is subject, among other things, to the condition that, within the time period from the date of the request to the date of delivery of the securities, there are no days that are local market holidays on the relevant business days. For every occurrence of one or more intervening holidays in the local market that are not holidays observed in the United States, the redemption settlement cycle may be extended by the number of such intervening local holidays. In addition to holidays, other unforeseeable closings in a foreign market due to emergencies may also prevent the Trust from delivering securities within three business days.
The securities delivery cycles currently practicable for transferring portfolio securities to redeeming investors, coupled with local market holiday schedules, may require a delivery process longer than the standard settlement period. In certain circumstances during the calendar year, the settlement period may be greater than seven calendar days. Such periods are listed in the table below, as are instances where more than seven days will be needed to deliver redemption proceeds. Since certain holidays may occur on different dates in subsequent years, the number of days required to deliver redemption proceeds in any given year may exceed the maximum number of days listed in the table below. The proclamation of new holidays, the treatment by market participants of certain days as informal holidays (e.g., days on which no or limited securities transactions occur, as a result of substantially shortened trading hours), the elimination of existing holidays, or changes in local securities delivery practices, could affect the information set forth herein at some time in the future and longer (worse) redemption periods are possible.
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Listed below are the dates in calendar year 2015 in which the regular holidays in non-U.S. markets may impact Fund settlement. This list is based on information available to the Funds. The list may not be accurate or complete and is subject to change:
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Japan |
Jordan |
Kuwait |
Lebanon |
Malaysia |
Mauritius |
|||||
January 1-2, 12
February 11 April 29 May 4-6 July 20 September 21-23 October 12 November 3, 23 December 23, 31 |
January 1, 3 April 30 May 25 July 17-20 September 22-26 October 14 December 25 |
January 1, 3 February 25-26 May 16 July 17-19 September 22-25 October 14 December 24 |
January 1, 6 February 9 March 25 April 3, 10 May 1 July 17 September 23-24 October 14, 23 December 25 |
January 1 February 2-3, 19-20 May 1, 4 July 17-18 August 31 September 16, 24 October 14 November 10 December 24-25 |
January 1-2 February 3, 17, 19 March 12 May 1 July 18 September 18 November 2, 11 December 25 |
|||||
Mexico |
Morocco |
Netherlands |
New Zealand |
Norway |
Oman |
|||||
January 1
February 2 March 16 April 2-3 May 1 September 16 November 20 December 25 |
January 1 May 1 July 30 August 14, 20-21 September 23 October 13 November 6, 18 |
January 1 April 3, 6, 27, 30 May 5, 14, 25 December 25 |
January 1-2 February 6 April 3, 6, 27 June 1 October 26 December 25, 28 |
January 1 April 1-3, 6 May 1, 14, 25 December 24-25, 31 |
January 1 May 15 July 20-21, 23 September 25, 28 October 13 November 18 December 24 |
|||||
Peru |
Philippines |
Poland |
Portugal |
Qatar |
Russia |
|||||
January 1
April 2-3 May 1 July 28 October 8 December 8, 25 |
January 1, 2 February 19 April 2-3, 9 May 1 June 12 August 21, 31 November 30 December 24-25, 30-31 |
January 1, 6 April 3, 6 May 1 June 4 November 11 December 24-25, 31 |
January 1 April 3 May 1 June 10 December 25 |
January 1 February 10 March 1 July 20-22 September 21-23 December 18 |
January 1-5, 5-9 February 23 March 9 May 1, 4, 11 June 12 November 4 |
|||||
Singapore |
South Africa |
South Korea |
Spain |
Sweden |
Switzerland |
|||||
January 1
February 19-20 April 3 May 1 June 1 July 17 August 10 September 24 November 10 December 25 |
January 1 April 3, 6, 27 May 1 June 16 August 10 September 24 December 16, 25 |
January 1 February 18-20 May 1, 5, 25 July 17 September 28 October 1, 9 December 24-25, 31 |
January 1, 6 March 19 April 2-3, 6 May 1, 14, 25 June 4 October 12 December 8, 25 |
January 1, 5-6 April 2-3, 6, 30 May 1, 13-14 June 19 October 30 December 24-25, 31 |
January 1-2 April 3, 6 May 1, 14, 25 December 25 |
|||||
Taiwan |
Thailand |
Turkey |
U.A.E. |
United Kingdom |
|
|||||
January 1-2
February 18-20, 23, 27 April 3, 6 May 1 June 19 September 28 October 9 |
January 1 March 4 April 6, 13-15 May 1, 5 June 1 July 1, 30 August 12 October 23 December 7, 10, 31 |
January 1 April 23 May 1, 19 July 16-17 September 23-25 October 28-29 |
January 1, 3 May 15 July 18-20 September 24-27 October 15 December 2-3 |
January 1 April 3, 6 May 4, 25 August 31 December 25, 28 |
* | Early Close |
51
As of the date of this SAI the Funds had not yet commenced operations.
52
State Street Global Advisors Funds Management, Inc. (SSgA FM), one of the industrys largest institutional asset managers, is the investment management arm of State Street Bank and Trust Company, a wholly owned subsidiary of State Street Corporation, a leading provider of financial services to institutional investors. As an investment manager, SSgA FM has discretionary proxy voting authority over most of its client accounts, and SSgA FM votes these proxies in the manner that we believe will most likely protect and promote the long-term economic value of client investments as described in the SSgA FM Global Proxy Voting and Engagement Principles.
SSgA FM maintains Proxy Voting and Engagement Guidelines for select markets, including: the US, the EU, the UK, Australia, emerging markets and Japan. International markets that do not have specific guidelines are reviewed and voted consistent with our Global Proxy Voting and Engagement Principles; however, SSgA FM also endeavors to show sensitivity to local market practices when voting in these various markets.
SSgA FMs APPROACH TO
PROXY VOTING AND ISSUER ENGAGEMENT
At SSgA FM, we take our fiduciary duties as an asset manager very seriously. We have a dedicated team of corporate governance professionals who help us carry out our duties as a responsible investor. These duties include engaging with companies, developing and enhancing in-house corporate governance policies, analyzing corporate governance issues on a case-by-case basis at the company level, and exercising our voting rightsall to maximize shareholder value.
SSgA FMs Global Proxy Voting and Engagement Principles (the Principles) may take different perspectives on common governance issues that vary from one market to another and, likewise, engagement activity may take different forms in order to best achieve long-term engagement goals. We believe that proxy voting and engagement with portfolio companies is often the most direct and productive way shareholders can exercise their ownership rights, and taken together, we view these tools to be an integral part of the overall investment process.
We believe engagement and voting activity have a direct relationship. As a result, the integration of our engagement activities, while leveraging the exercise of our voting rights, provides a meaningful shareholder tool that we believe protects and enhances the long-term economic value of the holdings in our client accounts. SSgA FM maximizes its voting power and engagement by maintaining a centralized proxy voting and active ownership process covering all holdings, regardless of strategy. Despite the different investment views and objectives across SSgA FM, depending on the product or strategy, the fiduciary responsibilities of share ownership and voting for which SSgA FM has voting discretion are carried out with a single voice and objective.
The Principles support governance structures that we believe add to, or maximize shareholder value at the companies held in our clients portfolios. SSgA FM conducts issuer specific engagements with companies to discuss our principles, including sustainability related risks. In addition, we encourage issuers to find ways of increasing the amount of direct communication board members have with shareholders. We believe direct communication with executive board members and independent non-executive directors is critical to helping companies understand shareholder concerns. Conversely, where appropriate, we conduct collaborative engagement activities
with multiple shareholders and communicate with company representatives about common concerns.
In conducting our engagements, SSgA FM also evaluates the various factors that play into the corporate governance framework of a country, including the macroeconomic conditions and broader political system, the quality of regulatory oversight, the enforcement of property and shareholder rights and the independence of the judiciary to name a few. SSgA FM understands that regulatory requirements and investor expectations relating to governance practices and engagement activities differ from country-to-country. As a result, SSgA FM engages with issuers, regulators, or both, depending on the market. SSgA FM also is a member of various investor associations that seek to address broader corporate governance related policy at the country level as well as issuer specific concerns at a company level.
To help mitigate company specific risk, the team may collaborate with members of the active investment teams to engage with companies on corporate governance issues and address any specific concerns, or to get more information regarding shareholder items that are to be voted on at upcoming shareholder meetings. Outside of proxy voting season, SSgA FM conducts issuer specific engagements with companies covering various corporate governance and sustainability related topics.
The SSgA FM Governance Team uses a blend of quantitative and qualitative research and data to support screens to help identify issuers where active engagement may be necessary to protect and promote shareholder value. Issuer engagement may also be event driven, focusing on issuer specific corporate governance, sustainability concerns or wider industry related trends. SSgA FM also gives consideration to the size of our total position of the issuer in question and/or the potential negative governance, performance profile, and circumstance at hand. As a result, SSgA FM believes issuer engagement can take many forms and be triggered under numerous circumstances. The following methods represent how SSgA FM defines engagement methods:
Active
SSgA FM uses screening tools designed to capture a mix of company specific data including governance and sustainability profiles to help us focus our voting and engagement activity.
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SSgA FM will actively seek direct dialogue with the board and management of companies we have identified through our screening processes. Such engagements may lead to further monitoring to ensure the company improves its governance or sustainability practices. In these cases, the engagement process represents the most meaningful opportunity for SSgA FM to protect long-term shareholder value from excessive risk due to poor governance and sustainability practices.
Recurring
SSgA FM has ongoing dialogue with its largest holdings on corporate governance and sustainability issues. SSgA FM maintains regular face-to-face meetings with these issuers, allowing SSgA FM to reinforce key tenets of good corporate governance and actively advise these issuers around concerns that SSgA FM feels may negatively impact long-term shareholder value.
Reactive
Reactive engagement is initiated by the issuers. SSgA FM routinely discusses specific voting issues and items with the issuer community. Reactive engagement is an opportunity to address not only voting items, but also a wide range of governance and sustainability issues.
Measurement
Assessing the effectiveness of our issuer engagement process is often difficult. To limit the subjectivity of measuring our success we actively seek issuer feedback and monitor the actions issuers take post-engagement to identify tangible changes. By doing so, we are able to establish indicators to gauge how issuers respond to our concerns and to what degree these responses satisfy our requests. It is also important to note that successful engagement activity can be measured over differing time periods depending on the facts and circumstances involved. Engagements can last as short as a single meeting or span multiple years.
Depending on the issue and whether the engagement activity is reactive, recurring, or active, engagement with issuers can take the form of written communication, conference calls, or face-to-face meetings.
SSgA FM believes active engagement is best conducted directly with company management or board members. Collaborative
engagement, where multiple shareholders communicate with company representatives, can serve as a potential forum for issues that are not identified by SSgA FM as requiring active engagement, such as shareholder conference calls.
PROXY VOTING PROCEDURE
Oversight
The SSgA FM Corporate Governance Team is responsible for implementing the Proxy Voting and Engagement Guidelines (the Guidelines), case-by-case voting items, issuer engagement activities, and research and analysis of governance-related issues. The implementation of the Guidelines is overseen by the SSgA Global Proxy Review Committee (SSgA PRC), a committee of investment, compliance and legal professionals, who provide guidance on proxy issues as described in greater detail below. Oversight of the proxy voting process is ultimately the responsibility of the SSgA Investment Committee. The SSgA Investment Committee reviews and approves amendments to the Guidelines. The SSgA PRC reports to the SSgA Investment Committee, and may refer certain significant proxy items to that committee.
Proxy Voting Process
In order to facilitate SSgA FMs proxy voting process, SSgA FM retains Institutional Shareholder Services Inc. (ISS), a firm with expertise in proxy voting and corporate governance. SSgA FM utilizes ISSs services in three ways: (1) as SSgA FMs proxy voting agent (providing SSgA FM with vote execution and administration services); (2) for applying the Guidelines; and (3) as providers of research and analysis relating to general corporate governance issues and specific proxy items.
The SSgA FM Corporate Governance Team reviews the Guidelines with ISS on an annual basis or on a case-by- case basis as needed. On most routine proxy voting items (e.g., ratification of auditors), ISS will affect the proxy votes in accordance with the Guidelines.
In other cases, the Corporate Governance Team will evaluate the proxy solicitation to determine how to vote based on facts and circumstances, consistent with the Principles, and the accompanying Guidelines, that seek to maximize the value of our client accounts.
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In some instances, the Corporate Governance Team may refer significant issues to the SSgA PRC for a determination of the proxy vote. In addition, in determining whether to refer a proxy vote to the SSgA PRC, the Corporate Governance Team will consider whether a material conflict of interest exists between the interests of our client and those of SSgA FM or its affiliates (as explained in greater detail below under Conflict of Interest).
SSgA FM votes in all markets where it is feasible; however, SSgA FM may refrain from voting meetings when power of attorney documentation is required, where voting will have a material impact on our ability to trade the security, where issuer-specific special documentation is required or where various market or issuer certifications are required. SSgA FM is unable to vote proxies when certain custodians, used by our clients, do not offer proxy voting in a jurisdiction, or when they charge a meeting specific fee in excess of the typical custody service agreement.
Conflict of Interest
From time to time, SSgA FM will review a proxy which may present a potential conflict of interest. In general, we do not believe matters that fall within the Guidelines and are voted consistently with the Guidelines present any potential conflicts, since the vote on the matter has effectively been determined without reference to the soliciting entity. However, where matters do not fall within the Guidelines or where we believe that voting in accordance with the Guidelines is unwarranted, we conduct an additional review to determine whether there is a conflict of interest. Although various relationships could be deemed to give rise to a conflict of interest, SSgA FM has determined that two categories of relationships present a serious concern to warrant an alternative process: (1) clients of SSgA FM or its affiliates which are among the top 100 clients of State Street Corporation or its affiliates based upon revenue; and (2) the 10 largest broker-dealers used by SSgA, based upon revenue (a Material Relationship).
In circumstances where either: (i) the matter does not fall clearly within the Guidelines; or (ii) SSgA FM determines that voting in accordance with such policies or guidance is not in the best interests of its clients, the Head of SSgA FMs Corporate Governance Team will determine whether a Material Relationship exists. If so, the matter is referred to the SSgA
PRC. The SSgA PRC then reviews the matter and determines whether a conflict of interest exists, and if so, how to best resolve such conflict. For example, the SSgA PRC may (i) determine that the proxy vote does not give rise to a conflict due to the issues presented, (ii) refer the matter to the SSgA Investment Committee for further evaluation or (iii) retain an independent fiduciary to determine the appropriate vote.
PROXY VOTING AND ENGAGEMENT PRINCIPLES
Directors and Boards
The election of directors is one of the most important fiduciary duties SSgA FM performs as a shareholder. SSgA FM believes that well-governed companies can protect and pursue shareholder interests better and withstand the challenges of an uncertain economic environment. As such, SSgA FM seeks to vote director elections in a way which we, as a fiduciary, believe will maximize the long-term value of each portfolios holdings.
Principally, a board acts on behalf of shareholders by protecting their interests and preserving their rights. This concept establishes the standard by which board and director performance is measured. To achieve this fundamental principle, the role of the board, in SSgA FMs view, is to carry out its responsibilities in the best long-term interest of the company and its shareholders. An independent and effective board oversees management, provides guidance on strategic matters, selects the CEO and other senior executives, creates a succession plan for the board and management, provides risk oversight and assesses the performance of the CEO and management. In contrast, management implements the business and capital allocation strategies and runs the companys day-to-day operations. As part of SSgA FMs engagement process, SSgA FM routinely discusses the importance of these responsibilities with the boards of issuers.
SSgA FM believes the quality of a board is a measure of director independence, director succession planning, board evaluations and refreshment and company governance practices. In voting to elect nominees, SSgA FM considers many factors. SSgA FM believes independent directors are crucial to good corporate governance and help management establish sound corporate governance policies and practices. A sufficiently independent
4
board will effectively monitor management, maintain appropriate governance practices, and perform oversight functions necessary to protect shareholder interests. SSgA FM also believes the right mix of skills, independence and qualifications among directors provides boards with the knowledge and direct experience to deal with risks and operating structures that are often unique and complex from one industry to another.
Accounting and Audit Related Issues
SSgA FM believes audit committees are critical and necessary as part of the boards risk oversight role. The audit committee is responsible for setting out an internal audit function to provide robust audit and internal control systems designed to effectively manage potential and emerging risks to the companys operations and strategy. SSgA FM believes audit committees should have independent directors as members, and SSgA FM will hold the members of the audit committee responsible for overseeing the management of the audit function.
The disclosure and availability of reliable financial statements in a timely manner is imperative for the investment process. As a result, board oversight of the internal controls and the independence of the audit process are essential if investors are to rely on financial statements. Also, it is important for the audit committee to appoint external auditors who are independent from management as we expect auditors to provide assurance as of a companys financial condition.
Capital Structure, Reorganization and Mergers
The ability to raise capital is critical for companies to carry out strategy, grow and achieve returns above their cost of capital. The approval of capital raising activities is fundamental to a shareholders ability to monitor the amounts of proceeds and to ensure capital is deployed efficiently. Altering the capital structure of a company is a critical decision for boards and in making such a critical decision, SSgA FM believes the company should have a well explained business rationale that is consistent with corporate strategy and not overly dilute its shareholders.
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the corporation.
Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In evaluating mergers and acquisitions, SSgA FM considers the adequacy of the consideration and the impact of the corporate governance provisions to shareholders. In all cases, SSgA FM uses its discretion in order to maximize shareholder value.
Occasionally, companies add anti-takeover provisions that reduce the chances of a potential acquirer making an offer, or reducing the likelihood of a successful offer. SSgA FM does not support proposals that reduce shareholders rights, entrench management or reduce the likelihood of shareholders right to vote on reasonable offers.
Compensation
SSgA FM considers the boards responsibility to include setting the appropriate level of executive compensation. Despite the differences among the types of plans and the awards possible, there is a simple underlying philosophy that guides SSgA FMs analysis of executive compensation; SSgA FM believes that there should be a direct relationship between executive compensation and company performance over the long-term.
Shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance. When assessing remuneration reports, SSgA FM considers factors such as adequate disclosure of different remuneration elements, absolute and relative pay levels, peer selection and benchmarking, the mix of long-term and short-term incentives, alignment of pay structures with shareholder interests, as well as with corporate strategy and performance. SSgA FM may oppose remuneration reports where pay seems misaligned with shareholders interests. SSgA FM may also consider executive compensation practices when re-electing members of the remuneration committee.
SSgA FM recognizes that compensation policies and practices are unique from market to market; often with significant differences between the level of disclosures, the amount and forms of compensation paid, and the ability of shareholders to approve executive compensation practices. As a result, our ability to assess the appropriateness of executive compensation is often dependent on market practices and laws.
5
Environmental and Social Issues
As a fiduciary, SSgA FM considers the financial and economic implications of environmental and social issues first and foremost. Environmental and social factors may not only have an impact on the reputation of companies but may also represent significant operational risks and costs to business. Well-developed environmental and social management systems can generate efficiencies and enhance productivity, both of which impact shareholder value in the long-term.
SSgA FM encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long-term. Similarly, companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could be the result of anything from regulation and litigation, physical threats (severe weather, climate change), economic trends to shifts in consumer behavior.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to demonstrate how sustainability fits into operations and business activities. SSgA FMs team of analysts evaluates these risks and shareholder proposals relating to them on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on a company, its industry, operations, and geographic footprint. SSgA FM may also take action against the re-election of board members if we have serious concerns over ESG practices and the company has not been responsive to shareholder requests to amend them.
General/Routine
Although SSgA FM does not seek involvement in the day-to-day operations of an organization, SSgA FM recognizes the need for conscientious oversight and input into management decisions that may affect a companys value. SSgA FM supports proposals that encourage economically advantageous corporate practices and governance, while leaving decisions that are deemed to be routine or constitute ordinary business to management and the board of directors.
Securities on Loan
For funds where SSgA FM acts as trustee, SSgA FM may recall securities in instances where SSgA FM believes that a particular vote will have a material impact on the fund(s). Several factors shape this process. First, SSgA FM must receive notice of the vote in sufficient time to recall the shares on or before the record date. In many cases, SSgA FM does not receive timely notice, and is unable to recall the shares on or before the record date. Second, SSgA FM, exercising its discretion may recall shares if it believes the benefit of voting shares will outweigh the foregone lending income. This determination requires SSgA FM, with the information available at the time, to form judgments about events or outcomes that are difficult to quantify. Given past experience in this area, however, we believe that the recall of securities will rarely provide an economic benefit that outweighs the cost of the foregone lending income.
Reporting
Any client who wishes to receive information on how its proxies were voted should contact its SSgA FM relationship manager.
6
State Street Global Advisors Worldwide Entities
Australia: State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia Telephone: +612 9240-7600 Facsimile: +612 9240-7611. Belgium: State Street Global Advisors Belgium, Office Park Nysdam, 92 Avenue Reine Astrid, B-1310 La Hulpe, Belgium Telephone: +32 2 663 2036 Facsimile: +32 2 672 2077. State Street Global Advisors Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada: State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, 1-514-282-2484 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6 Telephone: +647-775-5900. Dubai: State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates Telephone: +971 (0)4-4372800 Facsimile: +971 (0)4-4372818. France: State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France Telephone: (+33) 1 44 45 40 00 Facsimile: (+33) 1 44 45 41 92. Germany: State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich Telephone: +49 (0)89-55878-100 Facsimile: +49 (0)89-55878-440. Hong Kong: State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong Telephone: +852 2103-0288 Facsimile: +852 2103-0200. Ireland: State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers Telephone: +353 (0)1 776 3000 Facsimile: +353 (0)1 776 3300. Italy: State Street Global Advisors Italy, Sede Secondaria di Milano, Via dei Bossi, 4 20121 Milan, Italy Telephone: +39 02 32066 100 Facsimile: +39 02 32066 155. State Street Global Advisors Italy is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Japan: State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239 Telephone: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands Telephone: + 31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D) Telephone: +65 6826-7500 Facsimile: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich Telephone:
+41 (0)44 245 70 00 Facsimile: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ Telephone: +020 3395 6000 Facsimile: +020 3395 6350. United States: State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900 Telephone: (617) 664-4738.
Web: ssga.com
The views expressed in this material are the views of State Street Global Advisors Corporate Governance Team through the period ended March 17, 2014 and are subject to change based on market and other conditions. This document contains certain statements that may be deemed forward-looking statements. Please note that any such statements are not guarantees of any future performance and actual results or developments may differ materially from those projected. Past performance is no guarantee of future results.
State Street Global Advisors generally delegates commodities management for separately managed accounts to State Street Global Advisors FM, a wholly owned subsidiary of State Street and an affiliate of State Street Global Advisors. State Street Global Advisors FM is registered as a commodity trading advisor (CTA) with the Commodity Futures Trading Commission and National Futures Association.
This communication is not specifically directed to investors of separately managed accounts (SMA) utilizing futures, options on futures or swaps. State Street Global Advisors FM CTA clients should contact State Street Global Advisors Relationship Management for important CTA materials.
Investing involves risk including the risk of loss of principal.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSgAs express written consent.
The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investors particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor. All material has been obtained from sources believed to be reliable. There is no representation or warranty as to the accuracy of the information and State Street shall have no liability for decisions based on such information.
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State Street Global Advisors is the investment management business of State Street Corporation (NYSE: STT), one of the worlds leading providers of financial services to institutional investors. |
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ssga.com |
© 2014 State Street Corporation. All Rights Reserved. | 7 | ID1061-INST-4625 0414 Exp. Date: 4/30/2015 |
State Street Global Advisors Funds Management, Inc.s (SSgA FM) US Proxy Voting and Engagement Guidelines outline our expectations of companies listed on stock exchanges in the US. This policy complements and should be read in conjunction with SSgA FMs Global Proxy Voting and Engagement Principles which provide a detailed explanation of SSgA FMs approach to voting and engaging with companies.
SSgA FMs US Proxy Voting and Engagement Guidelines address areas including board structure, director tenure, audit related issues, capital structure, executive compensation, environmental, social and other governance related issues. Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy, overseeing executive management to monitoring the risks that arise from a companys business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.
When voting and engaging with companies in global markets, SSgA FM considers market specific nuances in the manner that we believe will most likely protect and promote the long-term economic value of client investments. SSgA FM expects companies to observe the relevant laws and regulations of their respective markets as well as country specific best practice guidelines and corporate governance codes. When we feel that a countrys regulatory requirements do not address some of the key philosophical principles that SSgA FM believes are fundamental to its global voting guidelines, we may hold companies in such markets to our global standards.
In its analysis and research into corporate governance issues in the US, SSgA FM expects all companies to act in a transparent manner and provide detailed disclosure on board profiles, related-party transactions, executive compensation and other governance issues that impact shareholders long-term interests.
SSgA FMS PROXY VOTING AND ENGAGEMENT PHILOSOPHY
In our view, corporate governance and sustainability issues are an integral part of the investment process. The Corporate Governance Team consists of investment professionals with expertise in corporate governance and company law, remuneration, accounting as well as environmental and social issues. SSgA FM has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSgA FM engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagements to address significant shareholder concerns and environmental, social and governance (ESG) issues in a manner consistent with maximizing shareholder value.
The team works alongside members of SSgA FMs active investment teams; collaborating on issuer engagements and providing input on company specific fundamentals. SSgA FM is also a member of various investor associations that seek to address broader corporate governance related policy issues in the US.
SSgA FM is a signatory to the United Nations Principles of Responsible Investment (UNPRI) and is compliant with the UK Stewardship Code. We are committed to sustainable
investing and are working to further integrate ESG principles into investment and corporate governance practices, where applicable and consistent with our fiduciary duty.
DIRECTORS AND BOARDS
SSgA FM believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. SSgA FM votes for the election/re-election of directors on a case-by-case basis after considering various factors including general market practice and availability of information on director skills and expertise. In principle, SSgA FM believes independent directors are crucial to good corporate governance and help management establish sound corporate governance policies and practices. A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect shareholder interests.
Director related proposals at US companies include issues submitted to shareholders that deal with the composition of the board or with members of a corporations board of directors. In deciding which director nominee to support, SSgA FM considers numerous factors.
Director Elections
SSgA FMs director election policy focuses on companies governance profile to identify if a company demonstrates appropriate governance practices or if it exhibits negative governance practices. Factors SSgA FM considers when evaluating governance practices include, but are not limited to the following:
| Shareholder rights; |
| Board independence; and |
| Board structure. |
If a company demonstrates appropriate governance practices , SSgA FM believes a director should be classified as independent based on the relevant listing standards or local market practice standards. In such cases, the composition of the key oversight committees of a board should meet the minimum standards of independence. Accordingly, SSgA FM will vote against a nominee at a company with
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appropriate governance practices if the director is classified as non-independent under relevant listing standards or local market practice AND serves on a key committee of the board (compensation, audit, nominating or committees required to be fully independent by local market standards).
Conversely, if a company demonstrates negative governance practices , SSgA FM believes the classification standards for director independence should be elevated. In such circumstances, we will evaluate all director nominees based on the following classification standards:
| Is the nominee an employee of or related to an employee of the issuer or its auditor; |
| Does the nominee provide professional services to the issuer; |
| Has the nominee attended an appropriate number of board meetings; or |
| Has the nominee received non-board related compensation from the issuer. |
Where companies demonstrate negative governance practices, these stricter standards will apply not only to directors who are a member of a key committee but to all directors on the board as market practice permits. Accordingly, SSgA FM will vote against a nominee (with the exception of the CEO) where the board has inappropriate governance practices and is considered not independent based on the above independence criteria.
Additionally, SSgA FM may withhold votes from directors based on the following:
| When overall average board tenure is excessive and/or individual director tenure is excessive. In assessing excessive tenure, SSgA FM gives consideration to factors such as the preponderance of long tenured directors, board refreshment practices, and classified board structures; |
| When directors attend less than 75% of board meetings without appropriate explanation or providing reason for their failure to meet the attendance threshold; |
| CEOs of a public company who sit on more than three public company boards; |
| Director nominees who sit on more than six public company boards; |
| Directors of companies that have ignored a shareholder proposal which received a majority of the shares outstanding at the last annual or special meeting, unless management submits the proposal(s) on the ballot as a binding management proposal, recommending shareholders vote for the particular proposal(s); |
| Compensation committee members where there is a weak relationship between executive pay and performance over a five-year period; |
| Audit committee members if non-audit fees exceed 50% of total fees paid to the auditors; and |
| Directors who appear to have been remiss in their duties. |
Director Related Proposals
SSgA FM generally votes for the following director related proposals:
| Discharge of board members duties, in the absence of pending litigation, regulatory investigation, charges of fraud or other indications of significant concern; |
| Proposals to restore shareholders ability to remove directors with or without cause; |
| Proposals that permit shareholders to elect directors to fill board vacancies; and |
| Shareholder proposals seeking disclosure regarding the company, board, or compensation committees use of compensation consultants, such as company name, business relationship(s) and fees paid. |
SSgA FM generally votes against the following director related proposals:
| Requirements that candidates for directorships own large amounts of stock before being eligible to be elected; |
| Proposals that relate to the transaction of other business as properly comes before the meeting, which extend blank check powers to those acting as proxy; and |
| Proposals requiring two candidates per board seat. |
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Majority Voting
SSgA FM will generally support a majority vote standard based on votes cast for the election of directors.
SSgA FM will generally vote to support amendments to bylaws that would require simple majority of voting shares (i.e. shares cast) to pass or repeal certain provisions.
Annual Elections
SSgA FM generally supports the establishment of annual elections of the board of directors. Consideration is given to the overall level of board independence and the independence of the key committees as well as whether there is a shareholders rights plan.
Cumulative Voting
SSgA FM does not support cumulative voting structures for the election of directors.
Separation Chair/CEO
SSgA FM analyzes proposals for the separation of Chair/CEO on a case-by-case basis taking into consideration numerous factors, including but not limited to, a companys performance and the overall governance structure of the company.
Proxy Access
SSgA FM will consider proposals relating to Proxy Access on a case-by-case basis.
SSgA FM will evaluate the companys specific circumstances, the impact of the proposal on the target company and its potential effect on shareholder value.
Considerations include but are not limited to the following:
| The ownership thresholds and holding duration proposed in the resolution; |
| The binding nature of the proposal; |
| The number of directors that shareholders may be able to nominate each year; |
| Company performance; |
| Company governance structure; |
| Shareholder rights; and |
| Board performance. |
Age/Term Limits
Generally, SSgA FM will vote against age and term limits.
Approve Remuneration of Directors
Generally, SSgA FM will support directors compensation, provided the amounts are not excessive relative to other issuers in the market or industry. In making our determination, we review whether the compensation is overly dilutive to existing shareholders.
Indemnification
Generally, SSgA FM supports proposals to limit directors liability and/or expand indemnification and liability protection if he or she has not acted in bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Classified Boards
SSgA FM generally supports annual elections for the board of directors. In certain cases, SSgA FM will support a classified board structure; if the board is composed of 80 percent independent directors, the boards key committees (auditing, nominating and compensation) are composed of independent directors, and consideration of other governance factors, including, but not limited to, shareholder rights and antitakeover devices.
Confidential Voting
SSgA FM will support confidential voting.
Board Size
SSgA FM will support proposals seeking to fix the board size or designate a range for the board size and will vote against proposals that give management the ability to alter the size of the board outside of a specified range without shareholder approval.
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AUDIT RELATED ISSUES
Ratifying Auditors and Approving Auditor Compensation
SSgA FM supports the approval of auditors and auditor compensation provided that the issuer has properly disclosed audit and non-audit fees relative to market practice and the audit fees are not deemed excessive. SSgA FM deems audit fees to be excessive if the non-audit fees for the prior year constituted 50% or more of the total fees paid to the auditor. SSgA FM will support the disclosure of auditor and consulting relationships when the same or related entities are conducting both activities and will support the establishment of a selection committee responsible for the final approval of significant management consultant contract awards where existing firms are already acting in an auditing function.
In circumstances where other fees include fees related to initial public offerings, bankruptcy emergence, and spin-offs, and the company makes public disclosure of the amount and nature of those fees which are determined to be an exception to the standard non-audit fee category, then such fees may be excluded from the non-audit fees considered in determining the ratio of non-audit to audit/audit-related fees/tax compliance and preparation for purposes of determining whether non-audit fees are excessive.
SSgA FM will support the discharge of auditors and requirements that auditors attend the annual meeting of shareholders. 1
CAPITAL RELATED ISSUES
Capital structure proposals include requests by management for approval of amendments to the certificate of incorporation that will alter the capital structure of the company. The most common request is for an increase in the number of authorized shares of common stock, usually in conjunction with a stock split or dividend. Typically, requests that are not unreasonably dilutive or enhance the rights of common shareholders are supported. In considering authorized share proposals, the typical threshold for approval is 100% over current authorized shares. However, the threshold may be increased if the company offers a specific need or purpose (merger, stock splits, growth purposes, etc.). All proposals are evaluated on a case-by-case basis taking into account the companys specific financial situation.
Increase in Authorized Common Shares
In general, SSgA FM supports share increases for general corporate purposes up to 100% of current authorized stock.
SSgA FM supports increases for specific corporate purposes up to 100% of the specific need plus 50% of current authorized common stock for US firms.
When applying the thresholds, SSgA FM will also consider the nature of the specific need, such as mergers and acquisitions and stock splits.
Increase in Authorized Preferred Shares
SSgA FM votes on a case-by-case basis on proposals to increase the number of preferred shares.
Generally, SSgA FM will vote for the authorization of preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable.
SSgA FM will support proposals to create declawed blank check preferred stock (stock that cannot be used as a takeover defense). However, SSgA FM will vote against proposals to increase the number of blank check preferred stock authorized for issuance when no shares have been issued or reserved for a specific purpose.
Unequal Voting Rights
SSgA FM will not support proposals authorizing the creation of new classes of common stock with superior voting rights and will vote against new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights. In addition, SSgA FM will not support capitalization changes that add blank check classes of stock (i.e. classes of stock with undefined voting rights) or classes that dilute the voting interests of existing shareholders.
However, SSgA FM will support capitalization changes that eliminate other classes of stock and/or unequal voting rights.
MERGERS AND ACQUISITIONS
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the corporation.
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Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders rights are not supported.
SSgA FM will generally support transactions that maximize shareholder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSgA FM may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock, especially in some non-US markets; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price. |
ANTITAKEOVER ISSUES
Typically, these are proposals relating to requests by management to amend the certificate of incorporation or bylaws to add or delete a provision that is deemed to have an antitakeover effect. The majority of these proposals deal with managements attempt to add some provision that makes a hostile takeover more difficult or will protect incumbent management in the event of a change in control of the company.
Proposals that reduce shareholders rights or have the effect of entrenching incumbent management will not be supported.
Proposals that enhance the right of shareholders to make their own choices as to the desirability of a merger or other proposal are supported.
Shareholder Rights Plans
SSgA FM will support mandates requiring shareholder approval of a shareholder rights plans (poison pill) and repeals of various anti-takeover related provisions.
In general, SSgA FM will vote against the adoption or renewal of a US issuers shareholder rights plan (poison pill).
SSgA FM will vote for an amendment to a shareholder rights plan (poison pill) where the terms of the new plans are more favorable to shareholders ability to accept unsolicited offers (i.e. if one of the following conditions are met: (i) minimum trigger, flip-in or flip-over of 20%, (ii) maximum term of three years, (iii) no dead hand, slow hand, no hand or similar feature that limits the ability of a future board to redeem the pill, and (iv) inclusion of a shareholder redemption feature (qualifying offer clause), permitting ten percent of the shares to call a special meeting or seek a written consent to vote on rescinding the pill if the board refuses to redeem the pill 90 days after a qualifying offer is announced).
Special Meetings
SSgA FM will vote for shareholder proposals related to special meetings at companies that do not provide shareholders the right to call for a special meeting in their bylaws if:
| The company also does not allow shareholders to act by written consent; or |
| The company allows shareholders to act by written consent but the ownership threshold for acting by written consent is set above 25% of outstanding shares. |
SSgA FM will vote for shareholder proposals related to special meetings at companies that give shareholders (with a minimum 10% ownership threshold) the right to call for a special meeting in their bylaws if:
| The current ownership threshold to call for a special meeting is above 25% of outstanding shares. |
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SSgA FM will vote for management proposals related to special meetings.
Written Consent
SSgA FM will vote for shareholder proposals on written consent at companies if:
| The company does not have provisions in their bylaws giving shareholders the right to call for a special meeting; or |
| The company allows shareholders the right to call for a special meeting but the current ownership threshold to call for a special meeting is above 25% of outstanding shares; and |
| The company has a poor governance profile. |
SSgA FM will vote management proposals on written consent on a case-by-case basis.
SuperMajority
SSgA FM will generally vote against amendments to bylaws requiring super-majority shareholder votes to pass or repeal certain provisions. SSgA FM will vote for the reduction or elimination of super-majority vote requirements, unless management of the issuer was concurrently seeking to or had previously made such a reduction or elimination.
REMUNERATION ISSUES
Despite the differences among the types of plans and the awards possible there is a simple underlying philosophy that guides the analysis of all compensation plans; namely, are the terms of the plan designed to provide an incentive for executives and/or employees to align their interests with those of the shareholders and thus work toward enhancing shareholder value. Plans which benefit participants only when the shareholders also benefit are those most likely to be supported.
Advisory Vote on Executive Compensation and Frequency
SSgA FM believes executive compensation plays a critical role in aligning executives interest with shareholders, attracting, retaining and incentivizing key talent, and ensuring positive
correlation between the performance achieved by management and the benefits derived by shareholders. SSgA FM supports management proposals on executive compensation where there is a strong relationship between executive pay and performance over a five-year period. SSgA FM seeks adequate disclosure of different compensation elements, absolute and relative pay levels, peer selection and benchmarking, the mix of long term and short term incentives, alignment of pay structures with shareholder interests as well as with corporate strategy and performance. Further, shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance on an annual basis.
Employee Equity Award Plans
SSgA FM considers numerous criteria when examining equity award proposals. Generally, SSgA FM does not vote against plans for lack of performance or vesting criteria. Rather, the main criteria that will result in a vote against an equity award plan are:
Excessive voting power dilution To assess the dilutive effect, we divide the number of shares required to fully fund the proposed plan, the number of authorized but unissued shares and the issued but unexercised shares by the fully diluted share count. SSgA FM reviews that number in light of certain factors, including the industry of the issuer.
Historical option grants Excessive historical option grants over the past three years. Plans that provide for historical grant patterns of greater than eight to twelve percent are generally not supported.
Repricing SSgA FM will vote against any plan where repricing is expressly permitted. If a company has a history of repricing underwater options, the plan will not be supported.
Other criteria include the following:
| Number of participants or eligible employees; |
| The variety of awards possible; and |
| The period of time covered by the plan. |
There are numerous factors that we view as negative, and together, may result in a vote against a proposal:
| Grants to individuals or very small groups of participants; |
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| Gun-jumping grants which anticipate shareholder approval of a plan or amendment; |
| The power of the board to exchange underwater options without shareholder approval; this pertains to the ability of a company to reprice options, not the actual act of repricing described above; |
| Below market rate loans to officers to exercise their options; |
| The ability to grant options at less than fair market value; |
| Acceleration of vesting automatically upon a change in control; and |
| Excessive compensation (i.e. compensation plans which are deemed by SSgA FM to be overly dilutive). |
Share Repurchases If a company makes a clear connection between a share repurchase program and its intent to offset dilution created from option plans and the company fully discloses the amount of shares being repurchased, the voting dilution calculation may be adjusted to account for the impact of the buy back.
Companies who do not (i) clearly state the intentions of any proposed share buy-back plan or (ii) disclose a definitive number of the shares to be bought back and, (iii) disclose the time frame during which the shares will be bought back, will not have any such repurchase plan factored into the dilution calculation.
162(m) Plan Amendments If a plan would not normally meet the SSgA FM criteria described above, but is primarily being amended to add specific performance criteria to be used with awards designed to qualify for performance-based exception from the tax deductibility limitations of Section 162(m) of the Internal Revenue Code, then SSgA FM will support the proposal to amend the plan.
Employee Stock Option Plans
SSgA FM generally votes for stock purchase plans with an exercise price of not less than 85% of fair market value. However, SSgA FM takes market practice into consideration.
Compensation Related Items
SSgA FM will generally support the following proposals:
| Expansions to reporting of financial or compensation-related information, within reason; and |
| Proposals requiring the disclosure of executive retirement benefits if the issuer does not have an independent compensation committee. |
SSgA FM will generally vote against the following proposals:
| Retirement bonuses for non-executive directors and auditors. |
MISCELLANEOUS/ROUTINE ITEMS
SSgA FM generally supports the following miscellaneous/routine governance items:
| Reimbursement of all appropriate proxy solicitation expenses associated with the election when voting in conjunction with support of a dissident slate; |
| Opting out of business combination provision; |
| Proposals that remove restrictions on the right of shareholders to act independently of management; |
| Liquidation of the company if the company will file for bankruptcy if the proposal is not approved; |
| Shareholder proposals to put option repricings to a shareholder vote; |
| General updating of or corrective amendments to charter and bylaws not otherwise specifically addressed herein, unless such amendments would reasonably be expected to diminish shareholder rights (e.g. extension of directors term limits, amending shareholder vote requirement to amend the charter documents, insufficient information provided as to the reason behind the amendment); |
| Change in corporation name; |
| Mandates that amendments to bylaws or charters have shareholder approval; |
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| Management proposals to change the date, time, and/or location of the annual meeting unless the proposed change is unreasonable; |
| Repeals, prohibitions or adoption of anti-greenmail provisions; |
| Management proposals to implement a reverse stock split when the number of authorized shares will be proportionately reduced and proposals to implement a reverse stock split to avoid delisting; and |
| Exclusive forum provisions. |
SSgA FM generally does not support the following miscellaneous/ routine governance items:
| Proposals asking companies to adopt full tenure holding periods for their executives; |
| Reincorporation to a location that we believe has more negative attributes than its current location of incorporation; |
| Shareholder proposals to change the date, time, and/or location of the annual meeting unless the current scheduling or location is unreasonable; |
| Proposals to approve other business when it appears as voting item; |
| Proposals giving the board exclusive authority to amend the bylaws; and |
| Proposals to reduce quorum requirements for shareholder meetings below a majority of the shares outstanding unless there are compelling reasons to support the proposal. |
1 | Common for non-US issuers; request from the issuer to discharge from liability the directors or auditors with respect to actions taken by them during the previous year. |
ENVIRONMENTAL AND SOCIAL ISSUES
As a fiduciary, we consider the financial and economic implications of environmental and social issues first and foremost. Environmental and social factors not only can have an impact on the reputation of companies; they may also represent significant operational risks and costs to business.
Well-developed environmental and social management systems can also generate efficiencies and enhance productivity, both of which impact shareholder value in the long-term.
SSgA FM encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long-term. Similarly, companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could result in anything from regulation and litigation, physical threats (severe weather, climate change), economic trends as well as shifts in consumer behavior.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into operations and business activities. SSgA FMs team of analysts evaluates these risks on an issuer-by-issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint.
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State Street Global Advisors Worldwide Entities
Australia: State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia Telephone: +612 9240-7600 Facsimile: +612 9240-7611. Belgium: State Street Global Advisors Belgium, Office Park Nysdam, 92 Avenue Reine Astrid, B-1310 La Hulpe, Belgium Telephone: +32 2 663 2036 Facsimile: +32 2 672 2077. State Street Global Advisors Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada: State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, 1-514-282-2484 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6 Telephone: +647-775-5900. Dubai: State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates Telephone: +971 (0)4-4372800 Facsimile: +971 (0)4-4372818. France: State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France Telephone: (+33) 1 44 45 40 00 Facsimile: (+33) 1 44 45 41 92. Germany: State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich Telephone: +49 (0)89-55878-100 Facsimile: +49 (0)89-55878-440. Hong Kong: State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong Telephone: +852 2103-0288 Facsimile: +852 2103-0200. Ireland: State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers Telephone: +353 (0)1 776 3000 Facsimile: +353 (0)1 776 3300. Italy: State Street Global Advisors Italy, Sede Secondaria di Milano, Via dei Bossi, 4 20121 Milan, Italy Telephone: +39 02 32066 100 Facsimile: +39 02 32066 155. State Street Global Advisors Italy is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Japan: State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239 Telephone: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands Telephone: + 31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D) Telephone: +65 6826-7500 Facsimile: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich Telephone: +41 (0)44 245 70 00 Facsimile: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ Telephone: +020 3395 6000 Facsimile: +020 3395 6350. United States: State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900 Telephone: (617) 664-4738.
Web: ssga.com
The views expressed in this material are the views of State Street Global Advisors Corporate Governance Team through the period ended March 17, 2014 and are subject to change based on market and other conditions. This document contains certain statements that may be deemed forward-looking statements. Please note that any such statements are not guarantees of any future performance and actual results or developments may differ materially from those projected.
State Street Global Advisors generally delegates commodities management for separately managed accounts to State Street Global Advisors FM, a wholly owned subsidiary of State Street and an affiliate of State Street Global Advisors. State Street Global Advisors FM is registered as a commodity trading advisor (CTA) with the Commodity Futures Trading Commission and National Futures Association.
This communication is not specifically directed to investors of separately managed accounts (SMA) utilizing futures, options on futures or swaps. State Street Global Advisors FM CTA clients should contact State Street Global Advisors Relationship Management for important CTA materials.
Investing involves risk including the risk of loss of principal.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSgAs express written consent.
The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investors particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor. All material has been obtained from sources believed to be reliable. There is no representation or warranty as to the accuracy of the information and State Street shall have no liability for decisions based on such information.
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State Street Global Advisors is the investment management business of State Street Corporation (NYSE: STT), one of the worlds leading providers of financial services to institutional investors. |
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© 2014 State Street Corporation. All Rights Reserved. | 10 | ID1060-INST-4624 0414 Exp. Date: 4/30/2015 |
State Street Global Advisors Funds Management, Inc., (SSgA FM) European Proxy Voting and Engagement Guidelines cover different corporate governance frameworks and practices in European markets excluding the United Kingdom and Ireland. This policy complements and should be read in conjunction with SSgA FMs overarching Global Proxy Voting and Engagement Principles which provide a detailed explanation of SSgA FMs approach to voting and engaging with companies.
SSgA FMs Proxy Voting and Engagement Guidelines in European markets address areas including board structure, audit related issues, capital structure, remuneration, environmental, social and other governance related issues. Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy, overseeing executive management and monitoring the risks that arise from a companys business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.
When voting and engaging with companies in European markets, SSgA FM considers market specific nuances in the manner that we believe will most likely protect and promote the long-term economic value of client investments. SSgA FM expects companies to observe the relevant laws and regulations of their respective markets as well as country specific best practice guidelines and corporate governance codes. When we feel that a countrys regulatory requirements do not address some of the key philosophical principles that SSgA FM believes are fundamental to its global voting guidelines, we may hold companies in such markets to our global standards.
In its analysis and research in to corporate governance issues in European companies, SSgA FM also considers guidance issued by the European Commission. Companies should provide detailed explanations under diverse comply or explain approaches, especially where they fail to meet requirements and why any such non-compliance would serve shareholders long-term interests.
SSgA FMS PROXY VOTING AND ENGAGEMENT PHILOSOPHY
In our view, corporate governance and sustainability issues are an integral part of the investment process. The Corporate Governance Team consists of investment professionals with expertise in corporate governance and company law, remuneration, accounting as well as environmental and social issues. SSgA FM has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSgA FM engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagement to address significant shareholder concerns and environmental, social and governance (ESG) issues in a manner consistent with maximizing shareholder value.
The team works alongside members of SSgA FMs active fundamental and EMEA investment teams; collaborating on issuer engagement and providing input on company specific fundamentals. SSgA FM is also a member of various investor associations that seek to address broader corporate governance related policy issues in European markets.
SSgA FM is a signatory to the United Nations Principles of Responsible Investment (UNPRI) and is compliant with the UK Stewardship Code. We are committed to sustainable investing and are working to further integrate ESG principles into investment and corporate governance practice, where applicable and consistent with our fiduciary duty.
DIRECTORS AND BOARDS
SSgA FM believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. SSgA FM votes for the election/reelection of directors on a case-by-case basis after considering various factors including general market practice and availability of information on director skills and expertise. In principle, SSgA FM believes independent directors are crucial to good corporate governance and help management establish sound corporate governance policies and practices.
A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect shareholder interests.
SSgA FMs broad criteria for director independence in European companies include factors such as:
| Participation in relatedparty transactions and other business relations with the company; |
| Employment history with company; |
| Relations with controlling shareholders; |
| Family ties with any of the companys advisers, directors or senior employees; |
| Employee and government representatives; and |
| Overall average board tenure and individual director tenure at issuers with classified and de-classified boards, respectively. |
While, overall board independence requirements and board structures differ from market to market, SSgA FM considers voting against directors it deems nonindependent if overall board independence is below one third. SSgA FM also assesses the division of responsibilities between chairman and CEO on a casebycase basis, giving consideration to factors such
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as overall level of independence on the board and general corporate governance standards in the company. SSgA FM may also not support a proposal to discharge the board, if a company fails to meet adequate governance standards or board level independence.
When considering the election or re-election of a non-executive director, SSgA FM also considers the number of outside board directorships a non-executive can undertake and attendance at board meetings. In addition, SSgA FM may vote against the election of a director whose biographical disclosures are insufficient to assess his or her role on the board and/or independence.
Although we generally are in favour of the annual election of directors, we recognise that director terms vary considerably in different European markets. SSgA FM may vote against article/ bylaw changes that seek to extend director terms. In addition, in certain markets, SSgA FM may vote against directors if their director terms extend beyond four years.
SSgA FM believes companies should have relevant board level committees for audit, remuneration and nomination oversight. The audit committee is responsible for monitoring the integrity of the financial statements of the company, appointing external auditors, monitoring their qualifications and independence as well their effectiveness and resource levels. Similarly, executive pay is an important aspect of corporate governance, and it should be determined by the board of directors and SSgA FM expects companies to have in place remuneration committees to provide independent oversight over executive pay. SSgA FM may vote against nominees who are executive members of audit or remuneration committees.
In its analysis of boards, SSgA FM considers whether board members have adequate skills to provide effective oversight of corporate strategy, operations and risks, including environmental and social issues. Boards should also have a regular evaluation process in place to assess the effectiveness of the board and the skills of board members to address issues such as emerging risks, changes to corporate strategy and diversification of operations and geographic footprint.
In certain European markets it is not uncommon for the election of directors to be presented in a single slate. In these cases, where executives serve on the audit or the remuneration committees, SSgA FM may vote against the entire slate.
SSgA FM may also consider factors such as board performance and directors who appear to be remiss in the performance of their oversight responsibilities. (e.g. fraud, criminal wrongdoing, breach of fiduciary responsibilities)
Indemnification and limitations on liability
Generally, SSgA FM supports proposals to limit directors liability and/or expand indemnification and liability protection up to the limit provided by law, if he or she has not acted in bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
AUDIT RELATED ISSUES
Companies should have robust internal audit and internal control systems designed for effective management of any potential and emerging risks to company operations and strategy. The responsibility of setting out an internal audit function lies with the audit committee, which should have as members independent non-executive directors.
Appointment of External Auditors
SSgA FM believes that a companys auditor is an essential feature of an effective and transparent system of external supervision and shareholders should be given the opportunity to vote on their appointment or re-appoint at the annual meeting. When appointing external auditors and approving audit fees, SSgA FM will take into consideration the level of detail in company disclosures and will generally not support such resolutions if adequate breakdown is not provided and if non-audit fees are more than 50% of audit fees. In addition, SSgA FM may vote against members of the audit committee if we have concerns with audit related issues or if the level of non-audit fees to audit fees is significant. In certain circumstances, SSgA FM may consider auditor tenure when evaluating the audit process.
Limit Legal Liability of External Auditors
SSgA FM generally opposes limiting the legal liability of audit firms as we believe this could create a negative impact on the quality of the audit function.
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SHAREHOLDER RIGHTS AND CAPITAL RELATED ISSUES
In some European markets, differential voting rights continue to exist. SSgA FM supports the one share one vote policy and favours a share structure where all shares have equal voting rights. SSgA FM believes pre-emption rights should be introduced for shareholders in order to provide adequate protection from being overly diluted from the issuance of new shares or convertible securities to third parties or a small number of select shareholders.
Unequal Voting Rights
SSgA FM generally opposes proposals authorizing the creation of new classes of common stock with superior voting rights and will generally oppose new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights. In addition, SSgA FM will not support capitalization changes that add classes of stock with undefined voting rights or classes that may dilute the voting interests of existing shareholders. SSgA FM supports proposals to abolish voting caps and capitalization changes that eliminate other classes of stock and/or unequal voting rights.
Increase in Authorized Capital
The ability raise capital is critical for companies to carry out strategy, grow, and achieve returns above their cost of capital. The approval of capital raising activities is fundamental to shareholders ability to monitor the amounts of proceeds and to ensure capital is deployed efficiently. SSgA FM supports capital increases that have sound business reasons and are not excessive relative to a companys existing capital base.
Pre-emption rights are a fundamental right for shareholders to protect their investment in a company. Where companies seek to issue new shares whilst disapplying preemption rights, SSgA FM may vote against if such authorities are greater than 20% of the issued share capital. SSgA FM may also vote against resolutions seeking authority to issue capital with pre-emption rights if the aggregate amount allowed seems excessive and is not justified by the board. Generally, we are against capital issuance proposals greater than 100% of the issued share capital when the proceeds are not intended for a specific purpose.
Share Repurchase Programs
SSgA FM generally supports a proposal to repurchase shares, other than if the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, and the time frame for the repurchase. SSgA FM may vote against share re-purchase requests that allow share re-purchases during a takeover period.
Dividends
SSgA FM generally supports dividend payouts that constitute 30% or more of net income. SSgA FM may vote against the dividend payouts if the dividend payout ratio has been consistently below 30% without adequate explanation; or, the payout is excessive given the companys financial position. Particular attention will be paid where the payment may damage the companys long-term financial health.
Related Party Transactions
Certain companies in European markets have a controlled ownership structure and have complex cross-shareholdings between subsidiaries and parent companies (related companies). Such structures may result in the prevalence of related-party transactions between the company and its various stakeholders such as directors and management, subsidiaries and shareholders. In markets where shareholders are required to approve such transactions, SSgA FM expects companies to provide details of the transaction, such as the nature, value and purpose of such a transaction. It also encourages independent directors to ratify such transactions. Further, SSgA FM encourages companies to describe the level of independent board oversight and the approval process, including details of any independent valuations provided by financial advisors on related-party transactions.
Mergers and Acquisitions
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the corporation. Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders rights are not supported.
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SSgA FM will generally support transactions that maximize shareholder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSgA FM may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price. |
AntiTakeover Measures
European markets have diverse regulations concerning the use of share issuances as takeover defenses with legal restrictions lacking in some markets. SSgA FM supports a one-share, one-vote policy, for example, given that dual-class capital structures entrench certain shareholders and management, insulating them from possible takeovers. SSgA FM opposes unlimited share issuance authorizations as they may be used as antitakeover devices, and they have the potential for substantial voting and earnings dilution. SSgA FM also monitors the duration of authorities to issue shares and whether there are restrictions and caps on multiple issuance authorities during the specified time periods. SSgA FM opposes antitakeover defenses such as authorities for the board, when subject to a hostile takeover, to issue warrants convertible into shares to existing shareholders.
REMUNERATION
Executive Pay
Despite the differences among the types of plans and awards possible, there is a simple underlying philosophy that guides SSgA FMs analysis of executive paythere should be a direct relationship between remuneration and company performance over the long-term.
Shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance. When assessing remuneration reports, SSgA FM considers factors such as adequate disclosure of different remuneration elements, absolute and relative pay levels, peer selection and benchmarking, the mix of long-term and short-term incentives, alignment of pay structures with shareholder interests as well as with corporate strategy and performance. SSgA FM may oppose remuneration reports where pay seems misaligned with shareholders interests. SSgA FM may also vote against the re-election of members of the remuneration committee if we have serious concerns over remuneration practices and the company has not been responsive to shareholder pressure to review its approach.
Equity Incentives Plans
SSgA FM may not support proposals on equity-based incentive plans where insufficient information is provided on matters such as grant limits, performance metrics, performance and vesting periods and overall dilution. SSgA FM does not generally support options under such plans being issued at a discount to market price or plans that allow for re-testing of performance metrics.
NonExecutive Director Pay
In European markets, authorities seeking shareholder approval for non-executive directors fees are generally not controversial. SSgA FM generally supports resolutions regarding directors fees unless disclosure is poor and we are unable to determine whether they are excessive relative to fees paid by other companies in the same country or industry. SSgA FM will evaluate on a company-by-company basis any non-cash or performance related pay to non-executive directors.
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RISK MANAGEMENT
SSgA FM believes that risk management is a key function of the board, which is responsible for setting the overall risk appetite of a company and for providing oversight on the risk management process established by senior executives at a company. SSgA FM allows boards discretion over how they provide oversight in this area. However, SSgA FM expects companies to disclose how the board provides oversight on its risk management system and to identify key risks facing the company. Boards should also review existing and emerging risks as they can change with a changing political and economic landscape, or as companies diversify or expand their operations into new areas.
Environmental and Social Issues
As a fiduciary, SSgA FM considers the financial and economic implications of environmental and social issues first and foremost. In this regard, SSgA FM supports environmental and social related items that we believe would protect or enhance shareholder value. Environmental and social factors not only can have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems can also generate efficiencies and enhance productivity, both of which impact shareholder value in the long-term.
SSgA FM encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long-term. Similarly, Companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could result in anything from regulation and litigation, physical threats (severe weather, climate change), economic trends as well as shifts in consumer behavior.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into operations and business activities. SSgA FMs team of analysts evaluates these risks and shareholder proposals relating to them on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint. SSgA FM may also take action against the re-election of members of the board if we have serious concerns over ESG practices and the company has not been responsive to shareholder pressure.
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State Street Global Advisors Worldwide Entities
Australia: State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia Telephone: +612 9240-7600 Facsimile: +612 9240-7611. Belgium: State Street Global Advisors Belgium, Office Park Nysdam, 92 Avenue Reine Astrid, B-1310 La Hulpe, Belgium Telephone: +32 2 663 2036 Facsimile: +32 2 672 2077. State Street Global Advisors Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada: State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, 1-514-282-2484 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6 Telephone: +647-775-5900. Dubai: State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates Telephone: +971 (0)4-4372800 Facsimile: +971 (0)4-4372818. France: State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France Telephone: (+33) 1 44 45 40 00 Facsimile: (+33) 1 44 45 41 92. Germany: State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich Telephone: +49 (0)89-55878-100 Facsimile: +49 (0)89-55878-440. Hong Kong: State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong Telephone: +852 2103-0288 Facsimile: +852 2103-0200. Ireland: State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers Telephone: +353 (0)1 776 3000 Facsimile: +353 (0)1 776 3300. Italy: State Street Global Advisors Italy, Sede Secondaria di Milano, Via dei Bossi, 4 20121 Milan, Italy Telephone: +39 02 32066 100 Facsimile: +39 02 32066 155. State Street Global Advisors Italy is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Japan: State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239 Telephone: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands Telephone: + 31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D) Telephone: +65 6826-7500 Facsimile: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich Telephone: +41 (0)44 245 70 00 Facsimile: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ Telephone: +020 3395 6000 Facsimile: +020 3395 6350. United States: State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900 Telephone: (617) 664-4738.
Web: ssga.com
The views expressed in this material are the views of State Street Global Advisors Corporate Governance Team through the period ended March 17, 2014 and are subject to change based on market and other conditions. This document contains certain statements that may be deemed forward-looking statements. Please note that any such statements are not guarantees of any future performance and actual results or developments may differ materially from those projected. Past performance is no guarantee of future results.
State Street Global Advisors generally delegates commodities management for separately managed accounts to State Street Global Advisors FM, a wholly owned subsidiary of State Street and an affiliate of State Street Global Advisors. State Street Global Advisors FM is registered as a commodity trading advisor (CTA) with the Commodity Futures Trading Commission and National Futures Association.
This communication is not specifically directed to investors of separately managed accounts (SMA) utilizing futures, options on futures or swaps. State Street Global Advisors FM CTA clients should contact State Street Global Advisors Relationship Management for important CTA materials.
Investing involves risk including the risk of loss of principal.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSgAs express written consent.
The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investors particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor. All material has been obtained from sources believed to be reliable. There is no representation or warranty as to the accuracy of the information and State Street shall have no liability for decisions based on such information.
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State Street Global Advisors is the investment management business of State Street Corporation (NYSE: STT), one of the worlds leading providers of financial services to institutional investors. |
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© 2014 State Street Corporation. All Rights Reserved. | 7 | ID1058-INST-4622 0414 Exp. Date: 3/31/2015 |
State Street Global Advisors Funds Management, Inc., (SSgA FM) UK Proxy Voting and Engagement Guidelines outline our expectations of companies listed on stock exchanges in the United Kingdom and Ireland. This policy complements and should be read in conjunction with SSgA FMs Global Proxy Voting and Engagement Principles which provide a detailed explanation of SSgA FMs approach to voting and engaging with companies.
SSgA FMs UK Proxy Voting and Engagement Guidelines address areas including board structure, audit related issues, capital structure, remuneration, environmental, social and other governance related issues. Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy, overseeing executive management to monitoring the risks that arise from a companys business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.
When voting and engaging with companies in global markets, SSgA FM considers market specific nuances in the manner that we believe will most likely protect and promote the long-term economic value of client investments. SSgA FM expects companies to observe the relevant laws and regulations of their respective markets as well as country specific best practice guidelines and corporate governance codes. When we feel that a countrys regulatory requirements do not address some of the key philosophical principles that SSgA FM believes are fundamental to its global voting guidelines, we may hold companies in such markets to our global standards.
In its analysis and research into corporate governance issues in the UK and Ireland, SSgA FM expects all companies, regardless of domicile, that obtain a primary listing on the London Stock Exchange or the Irish Stock Exchange to comply with the UK Corporate Governance Code. Companies should provide detailed explanations under the Codes comply or explain approach, especially where they fail to meet requirements and why any such non-compliance would serve shareholders long-term interests.
SSgA FMS PROXY VOTING AND ENGAGEMENT PHILOSOPHY
In our view, corporate governance and sustainability issues are an integral part of the investment process. The Corporate Governance Team consists of investment professionals with expertise in corporate governance and company law, remuneration, accounting as well as environmental and social issues. SSgA FM has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSgA FM engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagement to address significant shareholder concerns and environmental, social and governance (ESG) issues in a manner consistent with maximizing shareholder value.
The team works alongside members of SSgA FMs active fundamental and EMEA investment teams; collaborating on issuer engagement and providing input on company specific fundamentals. SSgA FM is also a member of various investor associations that seek to address broader corporate governance related policy issues in the UK and European markets.
SSgA FM is a signatory to the United Nations Principles of Responsible Investment (UNPRI) and is compliant with the UK Stewardship Code. We are committed to sustainable investing and are working to further integrate ESG principles into investment and corporate governance practice, where applicable and consistent with our fiduciary duty.
DIRECTORS AND BOARDS
SSgA FM believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. SSgA FM votes for the election/re-election of directors on a case-by-case basis after considering various factors including general market practice and availability of information on director skills and expertise. In principle, SSgA FM believes independent directors are crucial to good corporate governance and help management establish sound corporate governance policies and practices.
A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect shareholder interests.
SSgA FMs broad criteria for director independence in UK companies include factors such as:
| Participation in related-party transactions and other business relations with the company; |
| Employment history with company; |
| Excessive tenure and a preponderance of long-tenured directors: |
| Relations with controlling shareholders; and |
| Family ties with any of the companys advisers, directors or senior employees. |
When considering the election or re-election of a director, SSgA FM also considers the number of outside board directorships a non-executive and an executive may undertake as well as attendance at board meetings. In addition, SSgA FM monitors other factors that may influence the independence
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of a non-executive director, such as performance related pay, cross-directorships, significant shareholdings and tenure. SSgA FM supports the annual election of directors.
While SSgA FM is generally supportive of having the roles of chairman and CEO separated in the UK market, SSgA FM assesses the division of responsibilities between chairman and CEO on a case-by-case basis, giving consideration to factors such as the companys specific circumstances, overall level of independence on the board and general corporate governance standards in the company. Similarly, SSgA FM will monitor for circumstances where a combined chairman/CEO is appointed or where a former CEO becomes chairman.
SSgA FM may also consider factors such as board performance and directors who appear to be remiss in the performance of their oversight responsibilities when considering their suitability for reappointment. (e.g. fraud, criminal wrongdoing, breach of fiduciary responsibilities).
SSgA FM believes companies should have committees for audit, remuneration and nomination oversight. The audit committee is responsible for monitoring the integrity of the financial statements of the company, appointing external auditors, monitoring their qualifications and independence as well their effectiveness and resource levels. Similarly, executive pay is an important aspect of corporate governance, and it should be determined by the board of directors and SSgA FM expects companies to have in place remuneration committees to provide independent oversight over executive pay. SSgA FM will vote against nominees who are executive members of audit or remuneration committees.
In its analysis of boards, SSgA FM considers whether board members have adequate skills to provide effective oversight of corporate strategy, operations and risks, including environmental and social issues. Boards should also have a regular evaluation process in place to assess the effectiveness of the board and the skills of board members to address issues such as emerging risks, changes to corporate strategy and diversification of operations and geographic footprint. The nomination committee is responsible for evaluating and keeping under review the balance of skills, knowledge and experience of the board and ensuring that adequate succession plans are in place for directors and the CEO. SSgA FM may vote against the
re-election of members of the nomination committee if, over time, the board has failed to address concerns over board structure or succession.
Indemnification and limitations on liability
Generally, SSgA FM supports proposals to limit directors liability and/or expand indemnification and liability protection up to the limit provided by law, if he or she has not acted in bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
AUDIT RELATED ISSUES
Companies should have robust internal audit and internal control systems designed for effective management of any potential and emerging risks to company operations and strategy. The responsibility of setting out an internal audit function lies with the audit committee, which should have as members independent non-executive directors.
Appointment of External Auditors
SSgA FM believes that a companys auditor is an essential feature of an effective and transparent system of external supervision and shareholders should be given the opportunity to vote on their appointment or re-appoint at the annual meeting. When appointing external auditors and approving audit fees, SSgA FM will take into consideration the level of detail in company disclosures and will generally not support such resolutions if an adequate breakdown is not provided and if non-audit fees are more than 50% of audit fees. In addition, SSgA FM may vote against members of the audit committee if we have concerns with audit related issues or if the level of non-audit fees to audit fees is significant. In certain circumstances, SSgA FM may consider auditor tenure when evaluating the audit process.
Limit Legal Liability of External Auditors
SSgA FM generally opposes limiting the legal liability of audit firms as we believe this could create a negative impact on the quality of the audit function.
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SHAREHOLDER RIGHTS AND CAPITAL RELATED ISSUES
Share Issuances
The ability to raise capital is critical for companies to carry out strategy, grow, and achieve returns above their cost of capital. The approval of capital raising activities is fundamental to shareholders ability to monitor the amounts of proceeds and to ensure capital is deployed efficiently. SSgA FM supports capital increases that have sound business reasons and are not excessive relative to a companys existing capital base.
Pre-emption rights are a fundamental right for shareholders to protect their investment in a company. Where companies seeks to issue new shares whilst dis-applying pre-emption rights, SSgA FM may vote against if such authorities are greater than 20% of the issued share capital. SSgA FM may also vote against resolutions seeking authority to issue capital with pre-emption rights if the aggregate amount allowed seems excessive and is not justified by the board. Generally, we are against capital issuance proposals greater than 100% of the issued share capital when the proceeds are not intended for a specific purpose.
Share Repurchase Programs
SSgA FM generally supports a proposal to repurchase shares, other than if the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, and the time frame for the repurchase. SSgA FM may vote against share re-purchase requests that allow share re-purchases during a takeover period.
Dividends
SSgA FM generally supports dividend payouts that constitute 30% or more of net income. SSgA FM may vote against the dividend payouts if the dividend payout ratio has been consistently below 30% without adequate explanation; or, the payout is excessive given the companys financial position. Particular attention will be paid where the payment may damage the companys long term financial health.
Mergers and Acquisitions
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the corporation. Proposals that are in the best interests of the shareholders,
demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders rights are not supported.
SSgA FM will generally support transactions that maximize share-holder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSgA FM may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price. |
Anti-Takeover Measures
SSgA FM opposes antitakeover defenses such as authorities for the board when subject to a hostile takeover to issue warrants convertible into shares to existing shareholders.
REMUNERATION
Executive Pay
Despite the differences among the types of plans and awards possible, there is a simple underlying philosophy that guides SSgA FMs analysis of executive paythere should be a direct relationship between remuneration and company performance over the long-term.
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Shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance. When assessing remuneration policies and reports, SSgA FM considers factors such as adequate disclosure of different remuneration elements, absolute and relative pay levels, peer selection and benchmarking, the mix of long-term and short-term incentives, alignment of pay structures with shareholder interests as well as with corporate strategy and performance. SSgA FM may oppose remuneration reports where pay seems misaligned with shareholders interests. SSgA FM may also vote against the re-election of members of the remuneration committee if we have serious concerns over remuneration practices and the company has not been responsive to shareholder pressure.
Equity Incentives Plans
SSgA FM may not support proposals on equity-based incentive plans where insufficient information is provided on matters such as grant limits, performance metrics, performance and vesting periods and overall dilution. SSgA FM does not generally support options under such plans being issued at a discount to market price or plans that allow for re-testing of performance metrics.
Non-Executive Director Pay
Authorities seeking shareholder approval for non-executive directors fees are generally not controversial. SSgA FM generally supports resolutions regarding directors fees unless disclosure is poor and we are unable to determine whether they are excessive relative to fees paid by other companies in the same country or industry. SSgA FM will evaluate on a company-by-company basis any non-cash or performance related pay to non-executive directors.
RISK MANAGEMENT
SSgA FM believes that risk management is a key function of the board, which is responsible for setting the overall risk appetite of a company and for providing oversight on the risk management process established by senior executives at a company. SSgA FM allows boards discretion over how they provide oversight in this area. However, SSgA FM expects companies to disclose how the board provides oversight on its
risk management system and to identify key risks facing the company. Boards should also review existing and emerging risks as they can change with a changing political and economic landscape, or as companies diversify or expand their operations into new areas.
Environmental and Social Issues
As a fiduciary, SSgA FM considers the financial and economic implications of environmental and social issues first and foremost. In this regard, SSgA FM supports environmental and social related items that we believe would protect or enhance shareholder value. Environmental and social factors not only can have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems can also generate efficiencies and enhance productivity, both of which impact shareholder value in the long-term.
SSgA FM encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long-term. Similarly, companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could result in anything from regulation and litigation, physical threats (severe weather, climate change), economic trends as well as shifts in consumer behavior.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into operations and business activities. SSgA FMs team of analysts evaluates these risks and shareholder proposals relating to them on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint. SSgA FM may also take action against the re-election of members of the board if we have serious concerns over ESG practices and the company has not been responsive to shareholder pressure.
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State Street Global Advisors Worldwide Entities
Australia: State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia Telephone: +612 9240-7600 Facsimile: +612 9240-7611. Belgium: State Street Global Advisors Belgium, Office Park Nysdam, 92 Avenue Reine Astrid, B-1310 La Hulpe, Belgium Telephone: +32 2 663 2036 Facsimile: +32 2 672 2077. State Street Global Advisors Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada: State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, 1-514-282-2484 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6 Telephone: +647-775-5900. Dubai: State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates Telephone: +971 (0)4-4372800 Facsimile: +971 (0)4-4372818. France: State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France Telephone: (+33) 1 44 45 40 00 Facsimile: (+33) 1 44 45 41 92. Germany: State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich Telephone: +49 (0)89-55878-100 Facsimile: +49 (0)89-55878-440. Hong Kong: State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong Telephone: +852 2103-0288 Facsimile: +852 2103-0200. Ireland: State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers Telephone: +353 (0)1 776 3000 Facsimile: +353 (0)1 776 3300. Italy: State Street Global Advisors Italy, Sede Secondaria di Milano, Via dei Bossi, 4 20121 Milan, Italy Telephone: +39 02 32066 100 Facsimile: +39 02 32066 155. State Street Global Advisors Italy is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Japan: State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239 Telephone: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands Telephone: + 31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D) Telephone: +65 6826-7500 Facsimile: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich Telephone: +41 (0)44 245 70 00 Facsimile: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ Telephone: +020 3395 6000 Facsimile: +020 3395 6350. United States: State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900 Telephone: (617) 664-4738.
Web: ssga.com
The views expressed in this material are the views of State Street Global Advisors Corporate Governance Team through the period ended March 17, 2014 and are subject to change based on market and other conditions. This document contains certain statements that may be deemed forward-looking statements. Please note that any such statements are not guarantees of any future performance and actual results or developments may differ materially from those projected. Past performance is no guarantee of future results.
Investing involves risk including the risk of loss of principal.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSgAs express written consent.
The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investors particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor. All material has been obtained from sources believed to be reliable. There is no representation or warranty as to the accuracy of the information and State Street shall have no liability for decisions based on such information.
State Street Globoal Advisors generally delegates commodities management for separately managed accounts to State Street Global Advisors FM, a wholly owned subsidiary of State Street and an affiliate of State Street Global Advisors. State Street Global Advisors FM is registered as a commodity trading advisor (CTA) with the Commodity Futures Trading Commission and National Futures Association.
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State Street Global Advisors is the investment management business of State Street Corporation (NYSE: STT), one of the worlds leading providers of financial services to institutional investors. |
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© 2014 State Street Corporation. All Rights Reserved. | 6 | ID1059-INST-4623 0414 Exp. Date: 4/30/2015 |
State Street Global Advisors Funds Management, Inc., (SSgA FM) Emerging Market Proxy Voting and Engagement Guidelines cover different corporate governance frameworks and practices in emerging markets. This policy complements and should be read in conjunction with SSgA FMs overarching Global Proxy Voting and Engagement Principles which provides a detailed explanation of SSgA FMs approach to voting and engaging with companies.
At SSgA FM, we recognize that countries in emerging markets are disparate in their corporate governance frameworks and practices. Concurrent with developing a company specific voting and engagement program, SSgA FM also evaluates the various factors that play into the corporate governance framework of a country. These factors include: (i) the macroeconomic conditions and broader political system in a country: (ii) quality of regulatory oversight, enforcement of property and shareholder rights; and (iii) the independence of judiciaryto name a few. While emerging market countries tend to pose broad common governance issues across all markets, such as concentrated ownership, poor disclosure of financial and related-party transactions, and weak enforcement of rules and regulation, SSgA FMs emerging market proxy voting policy is designed to identify and address specific governance concerns in each market.
SSgA FMS PROXY VOTING AND ENGAGEMENT PHILOSOPHY IN EMERGING MARKETS
SSgA FMs approach to proxy voting and issuer engagement in emerging markets is designed to increase the value of our investments through the mitigation of governance risks. Since the overall quality of the corporate governance framework in an emerging market country drives the level of governance risks investors assign to a country, improving the macro governance framework in a country may help reduce governance risks, in turn, increasing the overall value of SSgA FMs holdings over time. Therefore, in order to improve the overall governance framework and practices in a country, members of our proxy voting and engagement team endeavor to visit emerging market countries and meet with representatives from regulatory agencies and stock markets to highlight potential concerns with the macro governance framework of a country. SSgA FM is also a member of various investor associations that seek to address broader corporate governance related policy issues in emerging markets. To help mitigate company specific risk, the team works alongside members of the active fundamental and emerging market teams to engage with emerging market companies on governance issues and address any specific concerns or to get more information regarding shareholder items that are to be voted on at upcoming shareholder meetings. This integrated approach to engagement drives SSgA FMs proxy voting and engagement philosophy in emerging markets.
SSgA FMs proxy voting guidelines in emerging markets addresses six broad areas:
| Directors and Boards; |
| Accounting and Audit Related Issues; |
| Shareholder Rights and Capital Related Issues; |
| Remuneration; |
| Environmental and Social Issues; and |
| General/Routine Issues. |
DIRECTORS AND BOARDS
SSgA FM believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company.
However, several factors such as low overall independence level requirements by market regulators, poor biographical disclosure of director profiles, prevalence of related-party transactions and the general resistance from controlling shareholders to increase board independence renders the election of directors as one of the most important fiduciary duties SSgA FM performs in emerging market companies.
SSgA FM votes for the election/re-election of directors on a case-by-case basis after considering various factors including general market practice and availability of information on director skills and expertise.
SSgA FMs broad criteria for director independence in emerging market companies include factors such as:
| Participation in related-party transactions; |
| Employment history with company; |
| Relations with controlling shareholders and other employees; and |
| Attendance levels. |
AUDIT RELATED ISSUES
The disclosure and availability of reliable financial statements in a timely manner is imperative for the investment process. As a result, board oversight of internal controls and the independence of the audit process are essential if investors are to rely on financial statements. SSgA FM believes that audit committees provide the necessary oversight on the selection and appointment of auditors, a companys internal controls and accounting policies, and the overall audit process. In emerging markets, SSgA FM encourages boards to appoint an audit committee composed of a majority of independent auditors.
Appointment of External Auditors
SSgA FM believes that a companys auditor is an essential feature of an effective and transparent system of external supervision and shareholders should be given the opportunity to vote on their appointment or re-appoint at the annual meeting. SSgA FM believes that it is imperative for audit committees to select outside auditors who are independent from management.
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SHAREHOLDER RIGHTS AND CAPITAL RELATED ISSUES
SSgA FM believes that changes to a companys capital structure such as changes in authorized share capital, share repurchase and debt issuances are critical decisions made by the board. SSgA FM believes the company should have a well explained business rationale that is consistent with corporate strategy and should not overly dilute its shareholders.
Related Party Transcations
Most companies in emerging markets have a controlled ownership structure that often include complex cross- shareholding between subsidiaries and parent companies (related companies). As a result, there is a high prevalence of related-party transactions between the company and its various stakeholders such as directors and management. In addition, inter-group loan and loan guarantees provided to related companies are some of the other related-party transactions that increase the risk profile of companies. In markets where shareholders are required to approve such transactions, SSgA FM expects companies to provide details of the transaction, such as the nature, value and purpose of such a transaction. It also encourages independent directors to ratify such transactions.Further, SSgA FM encourages companies to describe the level of independent board oversight and the approval process, including details of any independent valuations provided by financial advisors on related-party transactions.
Share Repurchase Programs
With regard to share repurchase programs, SSgA FM expects companies to clearly state the business purpose for the program, a definitive number of shares to be repurchased, and the time frame for the repurchase.
Mergers and Acquisitions
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the corporation. Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In general, provisions that are not viewed as
economically sound or are thought to be destructive to shareholders rights are not supported.
SSgA FM evaluates mergers and structural reorganizations on a case-by-case basis. SSgA FM will generally support transactions that maximize shareholder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSgA FM may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price. |
REMUNERATION
SSgA FM considers it to be the boards responsibility to set appropriate level of executive compensation. Despite the differences among the types of plans and the awards possible, there is a simple underlying philosophy that guides SSgA FMs analysis of executive compensation; there should be a direct relationship between executive compensation and company performance over the long term. In emerging markets we encourage companies to disclose information on senior executive remuneration.
With regard to director remuneration, SSgA FM supports director pay provided the amounts are not excessive relative to other issuers in the market or industry and are not overly dilutive to existing shareholders.
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ENVIRONMENTAL AND SOCIAL ISSUES
As a fiduciary, SSgA FM considers the financial and economic implications of environmental and social issues first and foremost. In this regard, SSgA FM supports environmental and social related items that we believe would protect or enhance shareholder value. Environmental and social factors can not only have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems generate efficiencies and enhance productivity, both of which impact shareholder value in the long-term.
SSgA FM encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. Companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support
efforts by companies to try to demonstrate how sustainability fits into operations and business activities. SSgA FMs team of analysts evaluates these risks on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint.
In emerging markets, shareholders seldom vote on environmental and social issues. Therefore, SSgA FM addresses a companys approach to identifying and managing environmental and social risks stemming for various aspects of its operations in its one-on-one engagement with companies.
GENERAL /ROUTINE ISSUES
Some of the other issues that are routinely voted on in emerging markets include approving the allocation of income and accepting financial statements and statutory reports. For these voting items, SSgA FMs policies consider several factors including historical dividend payouts, pending litigation, governmental investigation, charges of fraud or other indication of significant concerns.
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State Street Global Advisors Worldwide Entities
Australia: State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia Telephone: +612 9240-7600 Facsimile: +612 9240-7611. Belgium: State Street Global Advisors Belgium, Office Park Nysdam, 92 Avenue Reine Astrid, B-1310 La Hulpe, Belgium Telephone: +32 2 663 2036 Facsimile: +32 2 672 2077. State Street Global Advisors Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada: State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, 1-514-282-2484 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6 Telephone: +647-775-5900. Dubai: State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates Telephone: +971 (0)4-4372800 Facsimile: +971 (0)4-4372818. France: State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France Telephone: (+33) 1 44 45 40 00 Facsimile: (+33) 1 44 45 41 92. Germany: State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich Telephone: +49 (0)89-55878-100 Facsimile: +49 (0)89-55878-440. Hong Kong: State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong Telephone: +852 2103-0288 Facsimile: +852 2103-0200. Ireland: State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers Telephone: +353 (0)1 776 3000 Facsimile: +353 (0)1 776 3300. Italy: State Street Global Advisors Italy, Sede Secondaria di Milano, Via dei Bossi, 4 20121 Milan, Italy Telephone: +39 02 32066 100 Facsimile: +39 02 32066 155. State Street Global Advisors Italy is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Japan: State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239 Telephone: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands Telephone: + 31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D) Telephone: +65 6826-7500 Facsimile: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich Telephone: +41 (0)44 245 70 00 Facsimile: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ Telephone: +020 3395 6000 Facsimile: +020 3395 6350. United States: State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900 Telephone: (617) 664-4738.
Web: ssga.com
The views expressed in this material are the views of State Street Global Advisors Corporate Governance Team through the period ended March 17, 2014 and are subject to change based on market and other conditions. This document contains certain statements that may be deemed forward-looking statements. Please note that any such statements are not guarantees of any future performance and actual results or developments may differ materially from those projected.
State Street Global Advisors generally delegates commodities management for separately managed accounts to State Street Global Advisors FM, a wholly owned subsidiary of State Street and an affiliate of State Street Global Advisors. State Street Global Advisors FM is registered as a commodity trading advisor (CTA) with the Commodity Futures Trading Commission and National Futures Association.
This communication is not specifically directed to investors of separately managed accounts (SMA) utilizing futures, options on futures or swaps. State Street Global Advisors FM CTA clients should contact State Street Global Advisors Relationship Management for important CTA materials.
Investing involves risk including the risk of loss of principal.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without State Street Global Advisors express written consent.
The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investors particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor. All material has been obtained from sources believed to be reliable. There is no representation or warranty as to the accuracy of the information and State Street shall have no liability for decisions based on such information.
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State Street Global Advisors is the investment management business of State Street Corporation (NYSE: STT), one of the worlds leading providers of financial services to institutional investors. |
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ssga.com |
© 2014 State Street Corporation. All Rights Reserved. | 5 | ID1056-INST-4621 0414 Exp. Date: 4/30/2015 |
State Street Global Advisors Funds Management, Inc.s, (SSgA FM) Japan Proxy Voting and Engagement Guidelines
complement and should be read in conjunction with SSgA FMs overarching Global Proxy Voting and Engagement Principles, which provide a detailed explanation of SSgA FMs approach to voting and engaging with companies.
SSgA FMs Proxy Voting and Engagement Guidelines in Japan address areas including; board structure, audit related issues, capital structure, remuneration, environmental, social and other governance related issues. Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy, overseeing executive management to monitoring the risks that arise from a companys business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.
When voting and engaging with companies in Japan, SSgA FM takes into consideration the unique aspects of Japanese corporate governance structures. We recognize that under Japanese corporate law, companies may choose between two structures of corporate governance: the statutory auditor system or the committee structure. Most Japanese boards predominantly consist of executives and non-independent outsiders affiliated through commercial relationships or cross-shareholdings. Nonetheless, when evaluating companies, SSgA FM expects Japanese companies to address conflicts of interest, risk management and demonstrate an effective process for monitoring management. In its analysis and research into corporate governance issues in Japanese companies, SSgA FM also considers guidance issued by the Corporate Law Subcommittee of the Legislative Council within the Ministry of Justice as well as private study groups.
SSgA FMs PROXY VOTING AND ENGAGEMENT PHILOSOPHY
In our view, corporate governance and sustainability issues are an integral part of the investment process. The Corporate Governance Team consists of investment professionals with expertise in corporate governance and company law, remuneration, and environmental and social issues. SSgA FM has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSgA FM engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagement to address significant shareholder concerns and environmental, social and governance (ESG) issues in a manner consistent with maximizing shareholder value.
The team works alongside members of SSgA FMs active investment teams; collaborating on issuer engagement and providing input on company specific fundamentals. SSgA FM is also a member of various investor associations that seek to address broader corporate governance related policy issues in Japan.
SSgA FM is a signatory to the United Nations Principles of Responsible Investment (UNPRI) and is compliant with UK Stewardship Code. We are committed to sustainable investing and are working to further integrate ESG principles
into investment and corporate governance practice, where applicable and consistent with our fiduciary duty.
DIRECTORS AND BOARDS
SSgA FM believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. SSgA FM votes for the election/re-election of directors on a case-by-case basis after considering various factors including general market practice.
Japanese companies have the option of having a traditional board of directors with statutory auditors, or a board with a committee structure. Most Japanese issuers prefer the traditional statutory auditor structure. Statutory auditors act in a quasi-compliance role as they are not involved in strategic decision-making nor are they part of the formal management decision process. Statutory auditors attend board meetings but do not have voting rights at the board; however, they have the right to seek an injunction and conduct broad investigations of unlawful behavior in the companys operations.
SSgA FM will support the election of statutory auditors, unless the outside statutory auditor nominee is regarded as non-independent based on SSgA FM criteria, the outside statutory auditor has attended less than 75 percent of meetings of the board of directors or board of statutory auditors during the year under review, or the statutory auditor has been remiss in the performance of their oversight responsibilities (fraud, criminal wrong doing, breach of fiduciary responsibilities).
For companies with a statutory auditor structure there is no legal requirement that boards have outside directors, however, SSgA FM believes there should be a transparent process of independent and external monitoring of management on behalf of shareholders.
| SSgA FM believes that non-controlled Japanese companies should appoint at least one outside director, otherwise, SSgA FM will oppose the top executive who is responsible for the director nomination process; and |
| For controlled companies with a statutory auditor structure, SSgA FM will oppose the top executive, if the board does not have at least two outside directors. |
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For companies with a committee structure, SSgA FM votes for the election/re-election of directors on a case-by-case basis after considering general market practice, as well as the independence of the nominee. SSgA FM also takes into consideration the overall independence level of the committees. In determining director independence, SSgA FM considers the following factors:
| Participation in related-party transactions and other business relations with the company; |
| Past employment with the company; |
| Provides professional services to the company; and |
| Family ties with the company. |
Regardless of board structure, SSgA FM may oppose the election of a director for the following reasons:
| Failure to attend board meetings; or |
| In instances of egregious actions related to a directors service on the board. |
Indemnification and Limitations on Liability
Generally, SSgA FM supports proposals to limit directors and statutory auditors liability and/or expand indemnification and liability protection up to the limit provided by law, if he or she has not acted in bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. SSgA FM believes limitations and indemnification are necessary to attract and retain qualified directors.
AUDIT RELATED ITEMS
SSgA FM believes that a companys auditor is an essential feature of an effective and transparent system of external supervision and shareholders should have the opportunity to vote on their appointment at the annual meeting.
Ratifying External Auditors
SSgA FM will generally support the appointment of external auditors unless the external auditor is perceived as being non-independent and there are concerns about the accounts presented and the audit procedures followed.
Limit Legal Liability of External Auditors
SSgA FM generally opposes limiting the legal liability of audit firms as we believe this could create a negative impact on the quality of the audit function.
CAPITAL STRUCTURE, REORGANIZATION AND MERGERS
SSgA FM supports the one share one vote policy and favors a share structure where all shares have equal voting rights. SSgA FM supports proposals to abolish voting caps or multiple voting rights and will oppose measures to introduce these types of restrictions on shareholder rights.
SSgA FM believes pre-emption rights should be introduced for shareholders in order to provide adequate protection from being overly diluted from the issuance of new shares or convertible securities to third parties or a small number of select shareholders.
Unequal Voting Rights
SSgA FM generally opposes proposals authorizing the creation of new classes of common stock with superior voting rights and will generally oppose new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights. In addition, SSgA FM will not support capitalization changes that add classes of stock with undefined voting rights or classes that may dilute the voting interests of existing shareholders.
However, SSgA FM will support capitalization changes that eliminate other classes of stock and/or unequal voting rights.
Increase in Authorized Capital
SSgA FM generally supports increases in authorized capital where the company provides an adequate explanation for the use of shares. In the absence of an adequate explanation, SSgA FM may oppose the request if the increase in authorized capital exceeds 100 percent of the currently authorized capital or if it leaves the company with less than 30 percent of the proposed authorized capital outstanding. Where share issuance requests exceed our standard threshold, SSgA FM will consider the nature of the specific need, such as mergers and acquisitions and stock splits
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Dividends
SSgA FM generally supports dividend payouts that constitute 30% or more of net income. SSgA FM may vote against the dividend payouts if the dividend payout ratio has been consistently below 30% without adequate explanation; or, the payout is excessive given the companys financial position. Particular attention will be paid where the payment may damage the companys long term financial health.
Share Repurchase Programs
Companies are allowed under Japan Corporate Law to amend their articles to authorize the repurchase of shares at the boards discretion. SSgA FM will oppose an amendment to articles allowing the repurchase of shares at the boards discretion. SSgA FM believes the company should seek shareholder approval for a share repurchase program at each years AGM, providing shareholders the right to evaluate the purpose of the repurchase.
SSgA FM generally supports a proposal to repurchase shares, other than if the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, and the time frame for the repurchase. SSgA FM may vote against share repurchase requests that allow share repurchases during a takeover period.
Mergers and Acquisitions
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the corporation. Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders rights are not supported.
SSgA FM evaluates mergers and structural reorganizations on a case-by-case basis. SSgA FM will generally support transactions that maximize shareholder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSgA FM may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price. |
Anti-Takeover Measures
In general, SSgA FM believes that adoption of poison pills that have been structured to protect management and to prevent takeover bids from succeeding is not in shareholders interest. A shareholder rights plan may lead to management entrenchment and discourage legitimate tender offers and acquisitions. Even if the premium paid to companies with a shareholder rights plan is higher than that offered to unprotected firms, a companys chances of receiving a takeover offer in the first place may be reduced by the presence of a shareholder rights plan.
Proposals that reduce shareholders rights or have the effect of entrenching incumbent management will not be supported.
Proposals that enhance the right of shareholders to make their own choices as to the desirability of a merger or other proposal are supported.
Shareholder Rights Plans
In evaluating poison pills, the following conditions must be met before SSgA FM will recommend a vote in favor.
SSgA FM will support the adoption or renewal of a Japanese issuers shareholder rights plans (poison pill) if the following
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conditions are met: (i) minimum trigger, flip-in or flip-over of 20%, (ii) maximum term of three years, (iii) no dead hand, slow hand, no hand or similar feature that limits the ability of a future board to redeem the pill, and (iv) inclusion of a shareholder redemption feature (qualifying offer clause), permitting ten percent of the shares to call a special meeting or seek a written consent to vote on rescinding the pill if the board refuses to redeem the pill 90 days after a qualifying offer is announced.
SSgA FM will vote for an amendment to a shareholder rights plan (poison pill) where the terms of the new plans are more favorable to shareholders ability to accept unsolicited offers (i.e. if one of the following conditions are met: (i) minimum trigger, flip-in or flip-over of 20%, (ii) maximum term of three years, (iii) no dead hand, slow hand, no hand or similar feature that limits the ability of a future board to redeem the pill, or (iv) inclusion of a shareholder redemption feature (qualifying offer clause), permitting ten percent of the shares to call a special meeting or seek a written consent to vote on rescinding the pill if the board refuses to redeem the pill 90 days after a qualifying offer is announced).
COMPENSATION
In Japan, excessive compensation is rarely an issue. Rather, the problem is the lack of connection between pay and performance. Fixed salaries and cash retirement bonuses tend to comprise a significant portion of the compensation structure while performance-based pay is generally a small portion of the total pay. SSgA FM, where possible, seeks to encourage the use of performance based compensation in Japan as an incentive for executives and as a way to align interests with shareholders.
Approve Adjustment to Aggregate Compensation Ceiling for Directors
Remuneration for directors is generally reasonable. Typically, each company sets the director compensation parameters as an aggregate thereby limiting the total pay to all directors. When requesting a change, a company must disclose the last time the ceiling was adjusted and management provides the rationale for the ceiling increase. SSgA FM will generally support proposed increases to the ceiling if the company discloses the rationale for the increase. SSgA FM may oppose proposals to increase
the ceiling if there has been corporate malfeasance or sustained poor performance.
Approve Annual Bonuses for Directors/Statutory Auditors
In Japan, since there are no legal requirements that mandate companies to seek shareholder approval before awarding a bonus, SSgA FM believes that existing shareholder approval of the bonus should be considered best practice. As a result, SSgA FM supports management proposals on executive compensation where there is a strong relationship between executive pay and performance over a five-year period.
Approve Retirement Bonuses for Directors/Statutory Auditors
Retirement bonuses make up a sizeable portion of directors and auditors lifetime compensation and are based on board tenure. While many companies in Japan have abolished this practice, there remain many proposals seeking shareholder approval for the total amounts paid to directors and statutory auditors as a whole. In general, SSgA FM supports these payments unless the recipient is an outsider or in instances where the amount is not disclosed.
Approve Stock Plan
Most option plans in Japan are conservative, particularly at large companies. Japan corporate law requires companies to disclose the monetary value of the stock options for directors and/or statutory auditors. Some companies do not disclose the maximum number of options that can be issued per year and shareholders are unable to evaluate the dilution impact. In this case, SSgA FM cannot calculate the dilution level and, therefore, SSgA FM may oppose such plans for poor disclosure. SSgA FM also opposes plans that allow for the repricing of the exercise price.
Deep Discount Options
As Japanese companies move away from the retirement bonus system, deep discount options plans have become more popular. Typically, the exercise price is set at JPY 1 per share. SSgA FM evaluates deep discount options using the same criteria used to evaluate stock options as well as considering the vesting period.
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ENVIRONMENTAL AND SOCIAL ISSUES
As a fiduciary, SSgA FM considers the financial and economic implications of environmental and social issues first and foremost. In this regard, SSgA FM supports environmental and social related items that we believe would protect or enhance shareholder value. Environmental and social factors can not only have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems generate efficiencies and enhance productivity, both of which impact shareholder value in the long-term.
SSgA FM encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. Companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change.
In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability
fits into operations and business activities. SSgA FMs team of analysts evaluates these risks on an issuer by issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint.
MISCELLANEOUS/ROUTINE ITEMS
Expansion of Business Activities
Japanese companies articles of incorporation strictly define the types of businesses in which a company is permitted to engage. In general, SSgA FM views proposals to expand and diversify the companys business activities as routine and non-contentious. SSgA FM will monitor instances where there has been an inappropriate acquisition and diversification away from the companys main area of competence, which resulted in a decrease of shareholder value.
MORE INFORMATION
Any client who wishes to receive information on how its proxies were voted should contact its SSgA FM relationship manager.
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State Street Global Advisors Worldwide Entities
Australia: State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia Telephone: +612 9240-7600 Facsimile: +612 9240-7611. Belgium: State Street Global Advisors Belgium, Office Park Nysdam, 92 Avenue Reine Astrid, B-1310 La Hulpe, Belgium Telephone: +32 2 663 2036 Facsimile: +32 2 672 2077. State Street Global Advisors Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada: State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, 1-514-282-2484 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6 Telephone: +647-775-5900. Dubai: State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates Telephone: +971 (0)4-4372800 Facsimile: +971 (0)4-4372818. France: State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France Telephone: (+33) 1 44 45 40 00 Facsimile: (+33) 1 44 45 41 92. Germany: State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich Telephone: +49 (0)89-55878-100 Facsimile: +49 (0)89-55878-440. Hong Kong: State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong Telephone: +852 2103-0288 Facsimile: +852 2103-0200. Ireland: State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers Telephone: +353 (0)1 776 3000 Facsimile: +353 (0)1 776 3300. Italy: State Street Global Advisors Italy, Sede Secondaria di Milano, Via dei Bossi, 4 20121 Milan, Italy Telephone: +39 02 32066 100 Facsimile: +39 02 32066 155. State Street Global Advisors Italy is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Japan: State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239 Telephone: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands Telephone: + 31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D) Telephone: +65 6826-7500 Facsimile: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich Telephone: +41 (0)44 245 70 00 Facsimile: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ Telephone: +020 3395 6000 Facsimile: +020 3395 6350. United States: State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900 Telephone: (617) 664-4738.
Web: ssga.com
The views expressed in this material are the views of State Street Global Advisors Corporate Governance Team through the period ended March 17, 2014 and are subject to change based on market and other conditions. This document contains certain statements that may be deemed forward-looking statements. Please note that any such statements are not guarantees of any future performance and actual results or developments may differ materially from those projected. Past performance is no guarantee of future results.
State Street Global Advisors generally delegates commodities management for separately managed accounts to State Street Global Advisors FM, a wholly owned subsidiary of State Street and an affiliate of State Street Global Advisors. State Street Global Advisors FM is registered as a commodity trading advisor (CTA) with the Commodity Futures Trading Commission and National Futures Association.
This communication is not specifically directed to investors of separately managed accounts (SMA) utilizing futures, options on futures or swaps. State Street Global Advisors FM CTA clients should contact State Street Global Advisors Relationship Management for important CTA materials.
Investing involves risk including the risk of loss of principal.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSgAs express written consent.
The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investors particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor. All material has been obtained from sources believed to be reliable. There is no representation or warranty as to the accuracy of the information and State Street shall have no liability for decisions based on such information.
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State Strexet Global Advisors is the investment management business of State Street Corporation (NYSE: STT), one of the worlds leading providers of financial services to institutional investors. |
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ssga.com |
© 2014 State Street Corporation. All Rights Reserved. | 7 | ID1057-INST-4649 0414 Exp. Date: 4/30/2015 |
State Street Global Advisors Funds Management, Inc., (SSgA FM) Australia Proxy Voting and Engagement Guidelines outline our expectations of companies listed on stock exchanges in Australia. This policy complements and should be read in conjunction with SSgA FMs Global Proxy Voting and Engagement Principles which provide a detailed explanation of SSgA FMs approach to voting and engaging with companies.
SSgA FMs Australia Proxy Voting and Engagement Guidelines address areas including board structure, audit related issues, capital structure, remuneration, environmental, social and other governance related issues. Principally, we believe the primary responsibility of the board of directors is to preserve and enhance shareholder value and protect shareholder interests. In order to carry out their primary responsibilities, directors have to undertake activities that range from setting strategy, overseeing executive management to monitoring the risks that arise from a companys business, including risks related to sustainability issues. Further, good corporate governance necessitates the existence of effective internal controls and risk management systems, which should be governed by the board.
When voting and engaging with companies in global markets, SSgA FM considers market specific nuances in the manner that we believe will most likely protect and promote the long-term economic value of client investments. SSgA FM expects companies to observe the relevant laws and regulations of their respective markets as well as country specific best practice guidelines and corporate governance codes. When we feel that a countrys regulatory requirements do not address some of the key philosophical principles that SSgA FM believes are fundamental to its global voting guidelines, we may hold companies in such markets to our global standards.
In its analysis and research in to corporate governance issues in Australia, SSgA FM expects all companies at a minimum to comply with the ASX Corporate Governance Principles. Companies should provide detailed explanations under the Principles comply or explain approach, especially where they fail to meet requirements and why any such non-compliance would serve shareholders long-term interests. On some governance matters, such as composition of audit committees, we hold Australian companies to our global standards requiring all directors on the committee to be independent of management.
SSgA FMs PROXY VOTING AND ENGAGEMENT PHILOSOPHY
In our view, corporate governance and sustainability issues are an integral part of the investment process. The Corporate Governance Team consists of investment professionals with expertise in corporate governance and company law, remuneration, accounting as well as environmental and social issues. SSgA FM has established robust corporate governance principles and practices that are backed with extensive analytical expertise to understand the complexities of the corporate governance landscape. SSgA FM engages with companies to provide insight on the principles and practices that drive our voting decisions. We also conduct proactive engagement to address significant shareholder concerns and environmental, social and governance (ESG) issues in a manner consistent with maximizing shareholder value.
The team works alongside members of SSgA FMs active fundamental and the Asia-Pacific (APAC) investment teams; collaborating on issuer engagement and providing input on
company specific fundamentals. SSgA FM is also a member of various investor associations that seek to address broader corporate governance related policy issues in the region.
SSgA FM is a signatory to the United Nations Principles of Responsible Investment (UNPRI) and is compliant with the UK Stewardship Code. We are committed to sustainable investing and are working to further integrate ESG principles into investment and corporate governance practice, where applicable and consistent with our fiduciary duty.
DIRECTORS AND BOARDS
SSgA FM believes that a well constituted board of directors, with a good balance of skills, expertise and independence, provides the foundations for a well governed company. SSgA FM votes for the election/re-election of directors on a case-by-case basis after considering various factors including general market practice and availability of information on director skills and expertise. In principle, SSgA FM believes independent directors are crucial to good corporate governance and help management establish sound ESG policies and practices. A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect shareholder interests.
SSgA FMs broad criteria for director independence in Australian companies include factors such as:
| Participation in related-party transactions and other business relations with the company; |
| Employment history with company; |
| Relations with controlling shareholders; and |
| Family ties with any of the companys advisers, directors or senior employees. |
When considering the election or re-election of a director, SSgA FM also considers the number of outside board directorships a non-executive and an executive may undertake as well as attendance at board meetings. In addition, SSgA FM monitors other factors that may influence the independence of a non-executive director, such as performance related pay, cross-directorships, significant shareholdings and tenure.
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SSgA FM supports the annual election of directors and encourages Australian companies to adopt this practice.
While SSgA FM is generally supportive of having the roles of chairman and CEO separated in the Australia market, SSgA FM assesses the division of responsibilities between chairman and CEO on a case-by-case basis, giving consideration to factors such as the companys specific circumstances, overall level of independence on the board and general corporate governance standards in the company. Similarly, SSgA FM will monitor for circumstances where a combined chairman/CEO is appointed or where a former CEO becomes chairman.
SSgA FM may also consider factors such as board performance and directors who appear to be remiss in the performance of their oversight responsibilities when considering their suitability for reappointment. (e.g. fraud, criminal wrongdoing, breach of fiduciary responsibilities)
SSgA FM believes companies should have committees for audit, remuneration and nomination oversight. The audit committee is responsible for monitoring the integrity of the financial statements of the company, appointing external auditors, monitoring their qualifications and independence as well their effectiveness and resource levels. Australian Corporate Governance Principles requires ASX listed companies to have an audit committee of at least three members all of whom are non-executive directors and a majority of whom are independent directors. It also requires that the committee be chaired by an independent director who is not the chair of the board. SSgA FM holds Australian companies to its global standards for developed financial markets, by requiring that all members of the audit committee be independent directors.
In its analysis of boards, SSgA FM considers whether board members have adequate skills to provide effective oversight of corporate strategy, operations and risks, including environmental and social issues. Boards should also have a regular evaluation process in place to assess the effectiveness of the board and the skills of board members to address issues such as emerging risks, changes to corporate strategy and diversification of operations and geographic footprint. The nomination committee is responsible for evaluating and keeping under review the balance of skills, knowledge and experience of the board and ensuring that adequate succession plans are in place for directors and the CEO. SSgA FM may vote against the
re-election of members of the nomination committee if, over time, the board has failed to address concerns over board structure or succession.
Executive pay is another important aspect of corporate governance. SSgA FM believes that executive pay should be determined by the board of directors and SSgA FM expects companies to have in place remuneration committees to provide independent oversight over executive pay. Australian Corporate Governance Principles requires ASX listed companies to have a remuneration committee of at least three members all of whom are non-executive directors and a majority of whom are independent directors. Since Australia has a binding vote on pay with a two-strike rule requiring a board spill in the event of a second strike, SSgA FM believes that the vote provides investors a mechanism to address concerns it may have on the quality of oversight provided by the board on remuneration issues. Accordingly SSgA FM voting guidelines accommodate local market practice.
Indemnification and limitations on liability
Generally, SSgA FM supports proposals to limit directors liability and/or expand indemnification and liability protection up to the limit provided by law, if he or she has not acted in bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
AUDIT RELATED ISSUES
Companies should have robust internal audit and internal control systems designed for effective management of any potential and emerging risks to company operations and strategy. The responsibility of setting out an internal audit function lies with the audit committee, which should have as members independent non-executive directors.
Appointment of External Auditors
SSgA FM believes that a companys auditor is an essential feature of an effective and transparent system of external supervision and shareholders should be given the opportunity to vote on their appointment or re-appoint at the annual meeting. When appointing external auditors and approving
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audit fees, SSgA FM will take into consideration the level of detail in company disclosures and will generally not support such resolutions if adequate breakdown is not provided and if non-audit fees are more than 50% of audit fees. In addition, SSgA FM may vote against members of the audit committee if we have concerns with audit related issues or if the level of non-audit fees to audit fees is significant. In certain circumstances, SSgA FM may consider auditor tenure when evaluating the audit process.
SHAREHOLDER RIGHTS AND CAPITAL RELATED ISSUES
Share Issuances
The ability to raise capital is critical for companies to carry out strategy, grow, and achieve returns above their cost of capital. The approval of capital raising activities is fundamental to shareholders ability to monitor the amounts of proceeds and to ensure capital is deployed efficiently. SSgA FM supports capital increases that have sound business reasons and are not excessive relative to a companys existing capital base.
Pre-emption rights are a fundamental right for shareholders to protect their investment in a company. Where companies seeks to issue new shares whilst dis-applying pre-emption rights, SSgA FM may vote against if such authorities are greater than 20% of the issued share capital. SSgA FM may also vote against resolutions seeking authority to issue capital with pre-emption rights if the aggregate amount allowed seems excessive and is not justified by the board. Generally, we are against capital issuance proposals greater than 100% of the issued share capital when the proceeds are not intended for a specific purpose.
Share Repurchase Programs
SSgA FM generally supports a proposal to repurchase shares, other than if the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, and the time frame for the repurchase. SSgA FM may vote against share re-purchase requests that allow share re-purchases during a takeover period.
Dividends
SSgA FM generally supports dividend payouts that constitute 30% or more of net income. SSgA FM may vote against the dividend payouts if the dividend payout ratio has been consistently below 30% without adequate explanation; or, the payout is excessive given the companys financial position. Particular attention will be paid where the payment may damage the companys long-term financial health.
Mergers and Acquisitions
Mergers or reorganizing the structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the corporation. Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders rights are not supported. SSgA FM will generally support transactions that maximize shareholder value. Some of the considerations include, but are not limited to the following:
| Offer premium; |
| Strategic rationale; |
| Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest; |
| Offers made at a premium and where there are no other higher bidders; and |
| Offers in which the secondary market price is substantially lower than the net asset value. |
SSgA FM may vote against a transaction considering the following:
| Offers with potentially damaging consequences for minority shareholders because of illiquid stock; |
| Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders; and |
| At the time of voting, the current market price of the security exceeds the bid price |
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Anti-Takeover Measures
SSgA FM opposes antitakeover defenses, such as authorities for the board, when subject to a hostile takeover, to issue warrants convertible into shares to existing shareholders.
REMUNERATION
Executive Pay
There is a simple underlying philosophy that guides SSgA FMs analysis of executive paythere should be a direct relationship between remuneration and company performance over the long-term. Shareholders should have the opportunity to assess whether pay structures and levels are aligned with business performance. When assessing remuneration reports, SSgA FM considers factors such as adequate disclosure of different remuneration elements, absolute and relative pay levels, peer selection and benchmarking, the mix of long term and short term incentives, alignment of pay structures with shareholder interests as well as with corporate strategy and performance. SSgA FM may oppose remuneration reports where there seems to be a misalignment between pay and shareholders interests and where incentive policies and schemes have a re-test option or feature. SSgA FM may also vote against the re-election of members of the remuneration committee if we have serious concerns over remuneration practices and the company has not been responsive to shareholder pressure to review its approach.
Equity Incentives Plans
SSgA FM may not support proposals on equity-based incentive plans where insufficient information is provided on matters such as grant limits, performance metrics, performance and vesting periods and overall dilution. SSgA FM does not generally support options under such plans being issued at a discount to market price or plans that allow for re-testing of performance metrics.
Non-Executive Director Pay
Authorities seeking shareholder approval for non-executive directors fees are generally not controversial. SSgA FM generally supports resolutions regarding directors fees unless disclosure is poor and we are unable to determine whether they are excessive relative to fees paid by other companies in the
same country or industry. SSgA FM will evaluate on a company-by-company basis any non-cash or performance related pay to non-executive directors.
RISK MANAGEMENT
SSgA FM believes that risk management is a key function of the board, which is responsible for setting the overall risk appetite of a company and for providing oversight on the risk management process established by senior executives at a company. SSgA FM allows boards discretion over how they provide oversight in this area. However, SSgA FM expects companies to disclose how the board provides oversight on its risk management system and to identify key risks facing the company. Boards should also review existing and emerging risks as they can change with a changing political and economic landscape, or as companies diversify or expand their operations into new areas.
Environmental and Social Issues
As a fiduciary, SSgA FM considers the financial and economic implications of environmental and social issues first and foremost. In this regard, SSgA FM supports environmental and social related items that we believe would protect or enhance shareholder value. Environmental and social factors not only can have an impact on the reputation of companies; they may also represent significant operational risks and costs to business. Well-developed environmental and social management systems can also generate efficiencies and enhance productivity, both of which impact shareholder value in the long-term.
SSgA FM encourages companies to be transparent about the environmental and social risks and opportunities they face and adopt robust policies and processes to manage such issues. In our view, companies that manage all risks and consider opportunities related to environmental and social issues are able to adapt faster to changes and appear to be better placed to achieve sustainable competitive advantage in the long-term. Similarly, companies with good risk management systems, which include environmental and social policies, have a stronger position relative to their peers to manage risk and change, which could result in anything from regulation and litigation, physical threats (severe weather, climate change), economic trends as well as shifts in consumer behavior.
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In their public reporting, we expect companies to disclose information on relevant management tools and material environmental and social performance metrics. We support efforts by companies to try to demonstrate how sustainability fits into operations and business activities. SSgA FMs team of analysts evaluates these risks and shareholder proposals relating to them on an
issuer by issuer basis; understanding that environmental and social risks can vary widely depending on company industry, its operations, and geographic footprint. SSgA FM may also take action against the re-election of members of the board if we have serious concerns over ESG practices and the company has not been responsive to shareholder pressure.
State Street Global Advisors Worldwide Entities
Australia: State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia Telephone: +612 9240-7600 Facsimile: +612 9240-7611. Belgium: State Street Global Advisors Belgium, Office Park Nysdam, 92 Avenue Reine Astrid, B-1310 La Hulpe, Belgium Telephone: +32 2 663 2036 Facsimile: +32 2 672 2077. State Street Global Advisors Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada: State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, 1-514-282-2484 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6 Telephone: +647-775-5900. Dubai: State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates Telephone: +971 (0)4-4372800 Facsimile: +971 (0)4-4372818. France: State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France Telephone: (+33) 1 44 45 40 00 Facsimile: (+33) 1 44 45 41 92. Germany: State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich Telephone: +49 (0)89-55878-100 Facsimile: +49 (0)89-55878-440. Hong Kong: State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong Telephone: +852 2103-0288 Facsimile: +852 2103-0200. Ireland: State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers Telephone: +353 (0)1 776 3000 Facsimile: +353 (0)1 776 3300. Italy: State Street Global Advisors Italy, Sede Secondaria di Milano, Via dei Bossi, 4 20121 Milan, Italy Telephone: +39 02 32066 100 Facsimile: +39 02 32066 155. State Street Global Advisors Italy is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Japan: State Street Global Advisors (Japan) Co., Ltd., 9-7-1 Akasaka, Minato-ku, Tokyo 107-6239 Telephone: +813 4530 7380. Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345). Japan Investment Advisers Association, Investment Trusts Association Japan, Japan Securities Dealers Association. Netherlands: State Street Global Advisors Netherlands, Adam Smith Building, Thomas Malthusstraat 1-3, 1066 JR Amsterdam, Netherlands Telephone: + 31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore: State Street Global Advisors Singapore Limited, 168, Robinson Road, #33-01 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D) Telephone: +65 6826-7500 Facsimile: +65 6826-7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich Telephone: +41 (0)44 245 70 00 Facsimile: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ Telephone: +020 3395 6000 Facsimile: +020 3395 6350. United States: State Street Global Advisors, One Lincoln Street, Boston, MA 02111-2900 Telephone: (617) 664-4738.
Web: ssga.com
The views expressed in this material are the views of State Street Global Advisors Corporate Governance Team through the period ended March 17, 2014 and are subject to change based on market and other conditions. This document contains certain statements that may be deemed forward-looking statements. Please note that any such statements are not guarantees of any future performance and actual results or developments may differ materially from those projected. Past performance is no guarantee of future results.
State Street Global Advisors generally delegates commodities management for separately managed accounts to State Street Global Advisors FM, a wholly owned subsidiary of State Street and an affiliate of State Street Global Advisors. State Street Global Advisors FM is registered as a commodity trading advisor (CTA) with the Commodity Futures Trading Commission and National Futures Association.
This communication is not specifically directed to investors of separately managed accounts (SMA) utilizing futures, options on futures or swaps. State Street Global Advisors FM CTA clients should contact State Street Global Advisors Relationship Management for important CTA materials.
Investing involves risk including the risk of loss of principal.
The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSgA FMs express written consent.
The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investors particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor. All material has been obtained from sources believed to be reliable. There is no representation or warranty as to the accuracy of the information and State Street shall have no liability for decisions based on such information.
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State Street Global Advisors is the investment management business of State Street Corporation (NYSE: STT), one of the worlds leading providers of financial services to institutional investors. | ||
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© 2014 State Street Corporation. All Rights Reserved. | 6 | ID1055-INST-4620 0414 Exp. Date: 3/31/2015 |
PART C
OTHER INFORMATION
ITEM 28. EXHIBITS
(a)(i) | Amended and Restated Declaration of Trust of StreetTracks ® Index Shares Funds (now, SPDR ® Index Shares Funds) (the Trust or the Registrant) dated February 13, 2002, as amended July 1, 2004, is incorporated herein by reference to Exhibit (a) of Post-Effective Amendment No. 3 to the Registrants Registration Statement on Form N-1A, as filed with the U.S. Securities and Exchange Commission (the SEC) on July 1, 2004. | |
(a)(ii) | Amendment No. 1 to the Registrants Amended and Restated Declaration of Trust dated February 13, 2002, as amended July 1, 2004, is incorporated herein by reference to Exhibit (a)(ii) of Post-Effective Amendment No. 12 to the Registrants Registration Statement on Form N-1A, as filed with the SEC on November 6, 2007. | |
(b) | Registrants Amended and Restated By-Laws, February 13, 2002, as amended July 1, 2004, are incorporated herein by reference to Exhibit (b) of Post-Effective Amendment No. 4 to the Registrants Registration Statement on Form N-1A, as filed with the SEC on November 29, 2004. | |
(c) | Not applicable. | |
(d)(i) |
Investment Advisory Agreement dated July 1, 2004 between the Trust and SSGA Funds Management, Inc. is incorporated herein by reference to Exhibit (d) of Post-Effective Amendment No. 3 to the Registrants Registration Statement
on
Form N-1A, as filed with the SEC on July 1, 2004. |
|
(d)(ii) | Revised Exhibit A to the Investment Advisory Agreement between the Trust and SSGA Funds Management, Inc., adding the SPDR MSCI ACWI Low Carbon Target ETF, is incorporated herein by reference to Exhibit (d)(ii) of Post-Effective Amendment No. 82 to the Registrants Registration Statement on Form N-1A, as filed with the SEC on November 21, 2014. | |
(d)(iii) | Fee Waiver Letter Agreement, with respect to the SPDR MSCI ACWI Low Carbon Target ETF, to be filed by amendment. | |
(e)(i) | Distribution Agreement dated July 1, 2004, between the Trust and State Street Global Markets, LLC, is incorporated herein by reference to Exhibit (e) of Post-Effective Amendment No. 3 to the Registrants Registration Statement on Form N-1A, as filed with the SEC on July 1, 2004. | |
(e)(ii) | Amended Annex I to the Distribution Agreement between the Trust and State Street Global Markets, LLC, adding the SPDR MSCI ACWI Low Carbon Target ETF, is incorporated herein by reference to Exhibit (e)(ii) of Post-Effective Amendment No. 82 to the Registrants Registration Statement on Form N-1A, as filed with the SEC on November 21, 2014. | |
(f) | Not applicable. | |
(g)(i) |
Custodian Agreement dated August 19, 2002 between the Trust and State Street Bank and Trust Company, is incorporated herein by reference to Exhibit (g) of Pre-Effective Amendment No. 1 to the Registrants Registration Statement
on
Form N-1A, as filed with the SEC on September 10, 2002. |
|
(g)(ii) | Amendment dated October 14, 2005 to the Custodian Agreement dated August 19, 2002 between the Trust and State Street Bank and Trust Company, is incorporated herein by reference to Exhibit (g)(ii) of Post-Effective Amendment No. 6 to the Registrants Registration Statement on Form N-1A, as filed with the SEC on January 27, 2006. |
(g)(iii) | Amended Schedule of Series to the Custodian Agreement between the Trust and State Street Bank and Trust Company, adding the SPDR MSCI ACWI Low Carbon Target ETF, is incorporated herein by reference to Exhibit (g)(iii) of Post-Effective Amendment No. 82 to the Registrants Registration Statement on Form N-1A, as filed with the SEC on November 21, 2014. | |
(h)(i) | Administration Agreement dated February 15, 2002, between the Trust and State Street Bank and Trust Company, is incorporated herein by reference to Exhibit (h)(i) of Pre-Effective Amendment No. 1 to the Registrants Registration Statement on Form N-1A, as filed with the SEC on September 10, 2002. | |
(h)(ii) | Amended Schedule A to the Administration Agreement between the Trust and State Street Bank and Trust Company, adding the SPDR MSCI ACWI Low Carbon Target ETF, is incorporated herein by reference to Exhibit (h)(ii) of Post-Effective Amendment No. 82 to the Registrants Registration Statement on Form N-1A, as filed with the SEC on November 21, 2014. | |
(h)(iii) | Transfer Agency and Services Agreement dated August 19, 2002, between the Trust and State Street Bank and Trust Company, is incorporated herein by reference to Exhibit (h)(ii) of Pre-Effective Amendment No. 1 to the Registrants Registration Statement on Form N-1A, as filed with the SEC on September 10, 2002. | |
(h)(iv) | Amended Annex A to the Transfer Agency Services Agreement between the Trust and State Street Bank and Trust Company, adding the SPDR MSCI ACWI Low Carbon Target ETF, is incorporated herein by reference to Exhibit (h)(iv) of Post-Effective Amendment No. 82 to the Registrants Registration Statement on Form N-1A, as filed with the SEC on November 21, 2014. | |
(h)(v) | Securities Lending Authorization Agreement dated November 28, 2007 between the Trust and State Street Bank and Trust Company is incorporated herein by reference to Exhibit (h)(v) of Post-Effective Amendment No. 13 to the Registrants Registration Statement on Form N-1A, as filed with the SEC on December 21, 2007. | |
(h)(vi) |
Amended Schedule B to the Securities Lending Authorization Agreement between the Trust and State Street Bank and Trust Company, adding the SPDR MSCI Mexico Quality Mix ETF, SPDR MSCI South Korea Quality Mix ETF, and SPDR MSCI Taiwan
Quality Mix ETF is incorporated herein by reference to Exhibit (h)(vi) of Post-Effective Amendment
No. 77 to the Registrants Registration Statement on Form N-1A, as filed with the SEC on September 17, 2014. |
|
(h)(vii) |
Form of Participant Agreement is incorporated herein by reference to Exhibit (h)(vii) of Post-Effective Amendment
No. 23 to the Registrants Registration Statement on Form N-1A, as filed with the SEC on November 24, 2009. |
|
(i) | Opinion and Consent of Morgan, Lewis & Bockius LLP, is filed herewith. | |
(j) | Consent of Independent Registered Public Accounting Firm is filed herewith. | |
(k) | Not applicable | |
(l) | Form of Purchase Agreement between the Trust and UBS Global Asset Management (US) Inc. is incorporated herein by reference to Exhibit (l) of Pre-Effective Amendment No. 2 to the Registrants Registration Statement on Form N-1A, as filed with the SEC on October 2, 2002. |
(m) | Not applicable | |
(n) | Not applicable | |
(o) | Reserved | |
(p)(i) | Registrants Revised Code of Ethics, as adopted November 15, 2004 and revised February 23, 2010, is incorporated herein by reference to Exhibit (p)(i) of Post-Effective Amendment No. 25 to the Registrants Registration Statement on Form N-1A,as filed with the SEC on March 10, 2010. | |
(p)(ii) |
Code of Ethics of SSgA Funds Management, Inc., dated April 16, 2013 (which also applies to applicable reporting personnel of the Distributor), is incorporated herein by reference to Exhibit (p)(ii) of Post-Effective Amendment No. 52 to the Registrants Registration Statement on Form N-1A, as filed with the SEC on August 27, 2013. |
|
(q)(i) | Powers of Attorney for Ms. Boatman, Ms. Needham, Messrs. Churchill, Kelley, Nesvet, Ross, Verboncoeur and Hallett are incorporated herein by reference to Exhibit (q)(i) of Post-Effective Amendment No. 54 to the Registrants Registration Statement on Form N-1A, as filed with the SEC on November 29, 2013. |
ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
The Board of Trustees of the Trust is the same as the board of trustees of SPDR ® Series Trust, SSgA Master Trust and SSgA Active Trust. In addition, the officers of the Trust are substantially identical to the officers of SPDR Series Trust, SSgA Master Trust and SSgA Active Trust. Additionally, the Trusts investment adviser, SSGA Funds Management, Inc., also serves as investment adviser to each series of SPDR Series Trust, SSgA Master Trust and SSgA Active ETF Trust. Nonetheless, the Trust takes the position that it is not directly or indirectly controlled by or under common control with other trusts because the power residing in the respective boards and officers arises as the result of an official position with the respective trusts.
Additionally, see the Control Persons and Principal Holders of Securities section of the Statement of Additional Information for a list of shareholders who own more than 5% of a specific funds outstanding shares and such information is incorporated by reference to this Item.
ITEM 30. INDEMNIFICATION
Pursuant to Section 5.3 of the Registrants Amended and Restated Declaration of Trust and under Section 4.9 of the Registrants By-Laws, the Trust will indemnify any person who is, or has been, a Trustee, officer, employee or agent of the Trust against all expenses reasonably incurred or paid by him/her in connection with any claim, action, suit or proceeding in which he/she becomes involved as a party or otherwise by virtue of his/her being or having been a Trustee, officer, employee or agent and against amounts paid or incurred by him/her in the settlement thereof, if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. In addition, indemnification is permitted only if it is determined that the actions in question did not render him/her liable by reason of willful misfeasance, bad faith or gross negligence in the performance of his/her duties or by reason of reckless disregard of his/her obligations and duties to the Registrant. The Registrant may also advance money for litigation expenses provided that Trustees, officers, employees and/or agents give their undertakings to repay the Registrant unless their conduct is later determined to permit indemnification.
Pursuant to Section 5.2 of the Registrants Amended and Restated Declaration of Trust, no Trustee, officer, employee or agent of the Registrant shall be liable for any action or failure to act, except in the case of willful misfeasance, bad faith or gross negligence or reckless disregard of duties to the Registrant. Pursuant to paragraph 9 of the Registrants Investment Advisory Agreement, the Adviser shall not be liable for any action or failure to act, except in the case of willful misfeasance, bad faith or gross negligence or reckless disregard of duties to the Registrant.
Insofar as indemnification for liability arising under the Securities Act of 1933 (the Act) may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions of Rule 484 under the Act, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
The Registrant hereby undertakes that it will apply the indemnification provision of its By-Laws in a manner consistent with Release 11330 of the SEC under the Investment Company Act of 1940, so long as the interpretation of Sections 17(h) and 17(i) of such Act remains in effect.
The Registrant maintains insurance on behalf of any person who is or was a Trustee, officer, employee or agent of the Registrant, or who is or was serving at the request of the Registrant as a trustee, director, officer, employee or agent of another trust or corporation, against any liability asserted against him/her and incurred by him/her or arising out of his/her position. However, in no event will the Registrant maintain insurance to indemnify any such person for any act for which the Registrant itself is not permitted to indemnify him/her.
ITEM 31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Any other business, profession, vocation or employment of a substantial nature in which each director or principal officer of each investment adviser is or has been, at any time during the last two fiscal years, engaged for his or her own account or in the capacity of director, officer, employee, partner or trustee are as follows:
SSGA Funds Management, Inc. (SSGA FM or the Adviser) serves as the investment adviser for each series of the Trust. SSGA FM is a wholly-owned subsidiary of State Street Corporation, a publicly held bank holding company. SSGA FM and other advisory affiliates of State Street Corporation make up State Street Global Advisors (SSGA), the investment arm of State Street Corporation. The principal address of the Adviser is State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111. SSGA FM is an investment adviser registered under the Investment Advisers Act of 1940.
Name |
Capacity With Adviser |
Business Name and Address of Other Position | ||
Keith Crawford |
Treasurer | Chief Financial Officer and Global Head of Strategy, State Street Global Advisors, a division of State Street Bank and Trust Company, Boston, MA | ||
Alyssa Albertelli |
Chief Compliance
Officer |
Chief Compliance Officer, State Street Global Advisors, a division of State Street Bank and Trust Company, Boston, MA |
Name |
Capacity With Adviser |
Business Name and Address of Other Position | ||
James E. Ross |
Chairman & Director | Executive Vice President, State Street Global Advisors, a division of State Street Bank and Trust Company, Boston, MA | ||
Ellen Needham |
President & Director | Senior Managing Director, State Street Global Advisors, a division of State Street Bank and Trust Company, Boston, MA | ||
Phillip Gillespie |
Chief Legal Officer | General Counsel, State Street Global Advisors, a division of State Street Bank and Trust Company, Boston, MA | ||
Kristi Mitchem |
CTA Chief Marketing Officer | Executive Vice President, State Street Global Advisors, a division of State Street Bank and Trust Company, Boston, MA | ||
Barry Smith |
Director | Senior Managing Director, State Street Global Advisors, a division of State Street Bank and Trust Company, Boston, MA | ||
Ann Carpenter |
Chief Operating Officer | Vice President, State Street Global Advisors, a division of State Street Bank and Trust Company, Boston, MA |
See Management in the Prospectus and Management of the Trust in the Statement of Additional Information for information regarding the business of SSGA FM. For information regarding broker-dealers and investment advisers affiliated with the Adviser, reference is made to the Advisers Form ADV, as amended, filed with the SEC and incorporated herein by reference.
ITEM 32. PRINCIPAL UNDERWRITERS
(a) | State Street Global Markets, LLC, State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111, serves as the Trusts principal underwriter and also serves as the principal underwriter for the following investment companies: SPDR Series Trust, State Street Institutional Investment Trust, SSgA Active Trust and SSGA Funds. |
(b) | The following is a list of the executive officers, directors and partners of State Street Global Markets, LLC (except as noted, none of the persons set forth below holds a position or office with the Trust): |
Nicholas J. Bonn | Chief Executive Officer, Chief Operations Officer and Director | |||
Stefan Gavell | Executive Vice President and Director | |||
Mark Snyder | Executive Vice President and Director | |||
Howard Fairweather | Director | |||
Peter Williams | Senior Vice President and Director | |||
Christopher P. Jensen | Senior Vice President, Chief Financial Officer and Director | |||
R. Bryan Woodard | Senior Vice President, Chief Legal Counsel and Secretary | |||
James Ross | Executive Vice President and Director | |||
Vincent Manzi | Vice President and Chief Compliance Officer | |||
Melissa McKay | Vice President and Assistant Secretary | |||
John Conway | Vice President, FINOP |
(c) | Not applicable. |
ITEM 33. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder are maintained at the offices of SSGA Funds Management, Inc. and/or State Street Bank and Trust Company, each with offices located at One Lincoln Street, Boston, Massachusetts 02111.
ITEM 34. MANAGEMENT SERVICES
Not applicable.
ITEM 35. UNDERTAKINGS
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, SPDR ® Index Shares Funds, the Registrant, certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Boston and the Commonwealth of Massachusetts on the 28 th day of January, 2015.
SPDR ® INDEX SHARES FUNDS | ||||
By: |
/s/ Ellen M. Needham |
|||
Ellen M. Needham | ||||
President |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
SIGNATURES | TITLE | DATE | ||
/s/ Bonny E. Boatman* |
Trustee | January 28, 2015 | ||
Bonny E. Boatman | ||||
/s/ Dwight D. Churchill* |
Trustee | January 28, 2015 | ||
Dwight D. Churchill | ||||
/s/ David M. Kelly* |
Trustee | January 28, 2015 | ||
David M. Kelly | ||||
/s/ Frank Nesvet* |
Trustee | January 28, 2015 | ||
Frank Nesvet | ||||
/s/ Carl G. Verboncoeur* |
Trustee | January 28, 2015 | ||
Carl G. Verboncoeur | ||||
/s/ James E. Ross* |
Trustee | January 28, 2015 | ||
James E. Ross | ||||
/s/ Ellen M. Needham |
President and Principal Executive Officer | January 28, 2015 | ||
Ellen M. Needham | ||||
/s/ Chad C. Hallett |
Treasurer and Principal Financial Officer | January 28, 2015 | ||
Chad C. Hallett |
*By: |
/s/ Christopher A. Madden |
|||||
Christopher A. Madden | ||||||
As Attorney-in-Fact Pursuant to Power of Attorney |
EXHIBIT LIST
Item 28
(i) | Opinion and Consent of Morgan, Lewis & Bockius LLP | |
(j) | Consent of independent registered public accountants |
Morgan, Lewis & Bockius LLP 2020 K Street, NW Washington, DC 20006 Tel. +1.202.373.6000 Fax: +1.202.373.6001 www.morganlewis.com |
|
January 28, 2015
SPDR ® Index Shares Funds
One Lincoln Street
Boston, Massachusetts 02111
Re: | SPDR ® Index Shares Funds |
Ladies and Gentlemen:
We have acted as counsel to SPDR ® Index Shares Funds, a Massachusetts voluntary association (commonly known as a business trust) (the Trust), in connection with Post-Effective Amendment No. 86 to the Trusts Registration Statement on Form N-1A to be filed with the Securities and Exchange Commission (the Commission) on or about January 28, 2015 (the Registration Statement), with respect to the issuance of shares of beneficial interest, with no par value per share (the Shares), of each series of the Trust. You have requested that we deliver this opinion to you in connection with the Trusts filing of the Registration Statement.
In connection with the furnishing of this opinion, we have examined the following documents:
(a) | A certificate of the Secretary of the Commonwealth of Massachusetts as to the existence of the Trust; |
(b) | A copy, stamped as filed with the Secretary of the Commonwealth of Massachusetts, of the Trusts Amended and Restated Declaration of Trust dated February 13, 2002, as amended July 1, 2004, and as amended August 1, 2007 (the Declaration); |
(c) | A certificate executed by the Secretary of the Trust, certifying as to, and attaching copies of, the Trusts Declaration, the Trusts Amended and Restated By-Laws dated August 19, 2002 and last amended August 1, 2007 (the By-Laws), and certain resolutions adopted by the Trustees of the Trust authorizing the issuance of the Shares (the Resolutions); and |
(d) | A printers proof of the Registration Statement. |
In such examination, we have assumed the genuineness of all signatures, the conformity to the originals of all of the documents reviewed by us as copies, including conformed copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document. We have assumed that the Registration Statement as filed with the Commission will be in substantially the form of the printers proof referred to in paragraph (d) above. We have also assumed that the Declaration, By-laws and the Resolutions will not have been amended, modified or withdrawn with respect to matters relating to the Shares and will be in full force and effect on the date of the issuance of such Shares.
Almaty Astana Beijing Boston Brussels Chicago Dallas Dubai Frankfurt Harrisburg Hartford Houston London Los Angeles Miami Moscow
New York Orange County Paris Philadelphia Pittsburgh Princeton San Francisco Santa Monica Silicon Valley Tokyo Washington Wilmington
SPDR ® Index Shares Funds January 28, 2015 |
|
This opinion is based entirely on our review of the documents listed above and such investigation of law as we have deemed necessary or appropriate. We have made no other review or investigation of any kind whatsoever, and we have assumed, without independent inquiry, the accuracy of the information set forth in such documents.
As to any opinion below relating to the formation or existence of the Trust under the laws of the Commonwealth of Massachusetts, our opinion relies entirely upon and is limited by the certificate of public officials referred to in (a) above.
This opinion is limited solely to the internal substantive laws of the Commonwealth of Massachusetts, as applied by courts located in Massachusetts (other than Massachusetts securities laws, as to which we express no opinion), to the extent that the same may apply to or govern the transactions referred to herein. No opinion is given herein as to the choice of law which any tribunal may apply to such transaction. In addition, to the extent that the Declaration or the By-laws refer to, incorporate or require compliance with the Investment Company Act of 1940, as amended (the 1940 Act), or any other law or regulation applicable to the Trust, except for the internal substantive laws of the Commonwealth of Massachusetts, as aforesaid, we have assumed compliance by the Trust with the 1940 Act and such other laws and regulations.
We understand that all of the foregoing assumptions and limitations are acceptable to you.
Based upon and subject to the foregoing, please be advised that it is our opinion that:
1. | The Trust has been formed and is existing under the Trusts Declaration and the laws of the Commonwealth of Massachusetts as a voluntary association with transferable shares of beneficial interest commonly referred to as a Massachusetts business trust. |
2. | The Shares, when issued and sold in accordance with the Trusts Declaration and By-laws and for the consideration described in the Registration Statement, will be validly issued, fully paid, and nonassessable under the laws of the Commonwealth of Massachusetts except that, as set forth in the Registration Statement, shareholders of the Trust may under certain circumstances be held personally liable for its obligations. |
This opinion is given as of the date hereof and we assume no obligation to update this opinion to reflect any changes in law or any other facts or circumstances which may hereafter come to our attention. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In rendering this opinion and giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated November 26, 2014, relating to the financial statements and financial highlights which appears in the September 30, 2014 Annual Report to Shareholders of SPDR Index Shares Funds, which is also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings General Information, Financial Highlights, Counsel and Independent Registered Public Accounting Firm and Financial Statements in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
January 28, 2015