SUPPLEMENTAL PROSPECTUS DATED MAY 29, 2024

SPDR® S&P 500® ETF Trust(the “Trust”)(formerly known as “SPDR Trust, Series 1”)(A Unit Investment Trust constituted outside Singapore and organized in the United States)

A copy of this Supplemental Prospectus has been lodged with the Monetary Authority of Singapore (the“Authority”) who takes no responsibility for its contents.
This Supplemental Prospectus is lodged pursuant to Section 298 of the Securities and Futures Act 2001 ofSingapore and is supplemental to the prospectus relating to the Trust registered by the Authority on January
29, 2024 (the “Prospectus”).
Terms used in this Supplemental Prospectus will have the same meaning and construction as ascribed tothem in the Prospectus. References to “paragraphs” and “sections” are to the paragraphs and sections of theProspectus. This Supplemental Prospectus should be read and construed in conjunction with and as one
document with the Prospectus and should not be distributed without the Prospectus.
The Prospectus is amended as follows effective May 28, 2024 (U.S. time), whereby paragraph 16(“Distributions to Beneficial Owners”) of the section entitled “GENERAL AND STATUTORYINFORMATION” on Page S-18 of the Prospectus is hereby deleted and replaced in its entirety as
follows:“The Trustee receives all dividends and other cash distributed with respect to the underlying securities in
the Trust (including monies realized by the Trustee from the sale of securities options, warrants or othersimilar rights received on such securities), and distributes them (less fees, expenses and any applicabletaxes) through DTC and the DTC Participants to the beneficial owners of the Units. A description of the
distribution process is contained on pages 10 to 11 and 74 to 76 of the U.S. Prospectus. These distribution
arrangements will be the same for holders of Units in Singapore, who will receive their entitlements
through CDP, except that, effective on the Settlement Cycle Change Date, while the record date forholders of Units in Singapore will be the same as the Record Date for the holders of Units in the U.S., theex-dividend date for holders of Units in Singapore will be one trading day prior to the Record Date. Cashdividends distributed to investors in Singapore will be net of expenses incurred by CDP. Where such
expenses equal or exceed the amount of the dividend, investors will not receive any dividend.”
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

1#98089633v4

29 May 2024

29 May 2024

PROSPECTUS DATED JANUARY 29, 2024

SPDR® S&P 500® ETF Trust(“SPDR 500 Trust” or the “Trust”)(formerly known as “SPDR Trust, Series 1”)(A Unit Investment Trust constituted outside Singapore andorganized in the United States)
PROSPECTUS ISSUED PURSUANT TODIVISION 2 OF PART 13 OF
THE SECURITIES AND FUTURES ACT 2001 OF SINGAPORE
This Prospectus incorporates and is not valid without
the U.S. Prospectus dated January 26, 2024
issued by the SPDR 500 Trust, attached hereto
The collective investment scheme offered in this Prospectus is a recognised scheme
under the Securities and Futures Act 2001 of Singapore (the “Act”). A copy of thisProspectus has been lodged with and registered by the Monetary Authority ofSingapore (the “Authority”). The Authority assumes no responsibility for thecontents of the Prospectus. Registration of the Prospectus by the Authority does
not imply that the Act or any other legal or regulatory requirements have been
complied with. The Authority has not, in any way, considered the investment
merits of the collective investment scheme. The date of registration of thisProspectus with the Authority is January 29, 2024. This Prospectus will expire on
January 29, 2025 (12 months after the date of registration).
The SPDR 500 Trust has been admitted to the Official List of the Singapore
Exchange Securities Trading Limited (“SGX-ST”), and permission has been
granted by the SGX-ST to deal in and for quotation on the SGX-ST Mainboardof all the units in the SPDR 500 Trust (“Units”) already issued as well as those
Units which may be issued from time to time. The SGX-ST assumes noresponsibility for the correctness of any of the statements made or opinions
expressed in this Prospectus and admission to the Official List of the SGX-ST is
not to be taken as an indication of the merits of the SPDR 500 Trust or the Units.
IMPORTANT: If you are in doubt about the contents of this Prospectus, you
should consult your stockbroker, bank manager, solicitor, accountant or otherfinancial adviser.

SPDR® S&P 500® ETF TrustPROSPECTUS

TABLE OF CONTENTS
Page

SPDR® S&P 500® ETF TRUST.....................................
CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TRADING AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EXCHANGE RATES AND RISKS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
GENERAL AND STATUTORY INFORMATION . . . . . . . . . . . . . . . . . . . . . .

S-3
S-6
S-7
S-11
S-12

“Standard & Poor’s®,” “S&P®,” “S&P 500®,” “Standard & Poor’s 500®,”“500®,” “Standard & Poor’s Depositary Receipts®,” “SPDR®” and “SPDRs®”
are registered trademarks of Standard & Poor’s Financial Services LLC andhave been licensed for use by S&P Dow Jones Indices LLC (“S&P”), andsublicensed for use by State Street Global Advisors Funds Distributors, LLC.
The Trust is permitted to use these trademarks pursuant to a sublicense fromState Street Global Advisors Funds Distributors, LLC. The Trust is notsponsored, endorsed, sold or marketed by S&P, its affiliates or its third-party
licensors.

S-2

SPDR® S&P 500® ETF TRUSTThis Prospectus, relating to the SPDR® S&P 500® ETF Trust (“SPDR 500 Trust”
or the “Trust”), which is issued pursuant to Division 2 of Part 13 of the Securities andFutures Act 2001 of Singapore, has been lodged with and registered by the Monetary
Authority of Singapore, who assumes no responsibility for its contents.
This Prospectus incorporates and is not valid without the attached U.S.
Prospectus, dated January 26, 2024 issued by the Trust (“U.S. Prospectus”). Terms
defined in the U.S. Prospectus shall have the same meaning when used in thisProspectus.
The Trust’s fiscal year end is September 30.
The Trust is a unit investment trust organised in the United States (“U.S.”), and isa single fund that issues securities called “Units,” which represent an undivided
ownership interest in the common stocks that are actually held by the Trust and makeup the Trust’s Portfolio (the “Portfolio Securities”). The “Portfolio” means theportfolio of the common stocks that are included in the Index (as defined below). The
Trust seeks to provide investment results that, before expenses, correspond generally
to the price and yield performance of the S&P 500® Index (the “Index”). The Trust’s
Portfolio consists of substantially all of the component common stocks that comprisethe Index, which are weighted in accordance with the terms of the Trust Agreement(defined below).
The Trust’s portfolio turnover ratio, calculated based on the lesser of purchases
or sales of underlying investments of the Trust and expressed as a percentage of daily
average net asset value, was 2% during the most recent fiscal year. The Trust’s
portfolio turnover ratio, expressed as a percentage of monthly average value, can befound on page 2 of the U.S. Prospectus and in the “Financial Highlights” section on
page 24 of the U.S. Prospectus.
The top ten constituents (by weight) of the Trust as of January 25, 2023 are set
out below:
No.

Name

1.
2.
3.
4.
5.
6.
7.
8.
9.
10.

Microsoft Corp.
Apple Inc.
NVIDIA Corp.
Amazon.com Inc.
Alphabet Inc. Class A
Meta Platforms Inc. Class A
Alphabet Inc. Class C
Berkshire Hathaway Inc. Class B
Broadcom Inc.
Tesla Inc.

Weighting

S-3

7.32%
6.90%
3.70%
3.49%
2.19%
2.12%
1.86%
1.69%
1.31%
1.23%

For additional details regarding the Trust’s Portfolio, please consult pages 61 to
66 in the U.S. Prospectus attached hereto. All Units are denominated in U.S. dollars.
PDR Services LLC, the sponsor of the Trust (the “Sponsor”), accepts full
responsibility for the accuracy of information contained in this Prospectus, other thanthat given in the U.S. Prospectus under the heading “Report of Independent Registered
Public Accounting Firm,” and confirms, having made all reasonable enquiries, that tothe best of its knowledge and belief, the facts stated and the opinions expressed in thisProspectus are fair and accurate in all material respects as at the date of thisProspectus and there are no other facts the omission of which would make any
statement in this Prospectus misleading.
The Trust is governed by an amended and restated trust agreement (the“Trust Agreement”) dated as of January 1, 2004 and effective as of January 27, 2004,
as amended by an amendment dated November 1, 2004 (effective as of November 8,2004), by an amendment dated February 1, 2009 (effective as of February 13,2009), by an amendment dated November 23, 2009 (effective as of January 27, 2010),
each made between State Street Bank and Trust Company, the retired trustee of theTrust (the “Retired Trustee”), and the Sponsor, by an amendment dated April 12, 2017
(effective as of June 16, 2017), made between State Street Global Advisors Trust
Company, the trustee of the Trust (the “Trustee”), and the Sponsor, and by anamendment dated August 4, 2017 (effective as of September 5, 2017), made between
the Trustee and the Sponsor. Terms defined in the U.S. Prospectus shall have the same
meaning when used in this Prospectus.
Copies of the Trust Agreement are available for inspection, free of charge, at theoffices of State Street Global Advisors Trust Company, at One Iron Street, Boston,
Massachusetts, U.S. 02210 during normal U.S. business hours, or State Street Global
Advisors Singapore Limited1, at 168 Robinson Road, #33-01, Capital Tower,
Singapore 068912 during normal Singapore business hours.
Investors should seek professional advice to ascertain (a) the possible tax
consequences, (b) the legal requirements and (c) any foreign exchange restrictions or
exchange control requirements which they may encounter under the laws of thecountries of their citizenship, residence or domicile and which may be relevant to thesubscription, holding or disposal of Units.
Investors in the Trust are advised to carefully consider the risk factors set out
under the headings “Principal Risks of Investing in the Trust” on pages 4 to 6 of the
U.S. Prospectus and “Additional Risk Information” on pages 72 to 74 of the U.S.
Prospectus, and to refer to pages S-18 to S-23 of this Prospectus for a discussion of
the U.S. and Singapore tax consequences of an investment in Units.

1State Street Global Advisors Singapore Limited will hold copies of theTrust Agreement for inspection by investors; however, it is not in any way acting asan agent for or acting as the Trustee.
S-4

ENQUIRIESAll enquiries about the Trust or requests for additional copies of this Prospectus
should be directed to an investor’s local broker.
IMPORTANT: READ AND RETAIN THIS PROSPECTUS FOR FUTURE
REFERENCE

S-5

CORPORATE INFORMATION
Sponsor to the Trust:PDR Services LLC
c/o NYSE Holdings LLC
11 Wall Street
New York, New YorkUS 10005

Legal advisers to the Sponsor as to U.S.
law:

Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New YorkUS 10017

Legal advisers to the Sponsor as toSingapore law:

Morgan Lewis Stamford LLC
10 Collyer Quay
#27-00 Ocean Financial Centre
Singapore 049315
Singapore

Trustee:State Street Global Advisors Trust Company
One Iron Street
Boston, Massachusetts
US 02210

Legal advisers to the Trustee as toSingapore law:

Allen & Gledhill LLP
One Marina Boulevard, #28-00
Singapore 018989
Singapore

Auditors:

PricewaterhouseCoopers LLP
101 Seaport Boulevard
Suite 500
Boston, Massachusetts
US 02210

US Distributor of Creation Units:

ALPS Distributors, Inc.
1290 Broadway, Suite 1000
Denver, Colorado
US 80203

S-6

TRADING AND SETTLEMENT
Trust Units are listed for trading on the Singapore Exchange Securities Trading
Limited (“SGX-ST”) where they may be bought and sold in the secondary market at any
time during the trading day. Market prices for Units traded on the SGX-ST are available
on the SGX-ST website https://www.sgx.com/securities/securities-prices?code=etfs.
Units may also be purchased by Authorized Participants directly from the Trust in the
U.S. by placing orders with the U.S. Distributor, as facilitated through the Trustee, in aminimum unit, called a “Creation Unit,” of 50,000 Units or multiples thereof. Creation
Units may also be redeemed through a tender to the Trustee in the U.S. Creation Unit
transactions are conducted in exchange for the deposit or delivery of in-kind securities
and/or cash constituting a substantial replication of the common stocks that are includedin the Index, as determined by the index provider, S&P Dow Jones Indices LLC(“S&P”) (“Index Securities”). Such purchases and redemptions can be made only in the
U.S. at the then-current valuation as described herein on pages S-7 to S-10 andpages S-13 to S-14 under the heading “Redemption.” For the purposes of such purchases
and redemptions of the Creation Units, the Evaluation Time (as defined on page S-13) isthe closing time of the regular trading session on the New York Stock Exchange LLC(ordinarily 4:00 p.m., New York time). For additional details on trading and settlement,
please consult pages 7 and 50 to 59 in the U.S. Prospectus attached hereto.
The primary trading market for Units is in the U.S., where Units are listed on
NYSE Arca, Inc. (“NYSE Arca”). Investors should note that trading in Units may behalted under certain circumstances. Please refer to pages 66 to 67 and 72 to 74 in the
U.S. Prospectus for more details.
As with other securities, investors will pay negotiated brokerage commissions
and typical Singapore clearing fees and applicable taxes. In addition, cash dividends tobe distributed to investors in Singapore will be net of expenses incurred by CDP(defined below), and where such expenses equal or exceed the amount of thedividends, the investors will not receive any distributions. Brokerage commissions
may be subject to Goods and Services Tax (“GST”) at the prevailing standard rate ofnine percent (9%). There will be a Singapore clearing fee, which is currently at therate of 0.0325% of the contract value (or such other amount as the CDP may decidefrom time to time). Clearing fees may be subject to GST in Singapore at the prevailingstandard rate of nine percent (9%). Units are traded in U.S. dollars on the SGX-ST in
1 unit round lots. The term “market day” as used in this Prospectus means a business
day in which transactions in Units can be executed and settled. Trading of Units on the
SGX-ST may be halted if the Trust fails to comply with continuing listing
requirements and advertising guidelines of the SGX-ST.
With respect to holders of Units in Singapore, the trading and settlement process,the system through which they receive distributions or the manner in which
information may be made available, among other aspects, may differ from theS-7

information set forth in the U.S. Prospectus. Holders of Units in Singapore should
read this Prospectus carefully and all enquiries in relation hereto should be directed totheir local brokers.
The SGX-ST imposes certain requirements for the continued listing of securities,
including the Units, on the SGX-ST. There can be no assurance that the requirementsof the SGX-ST necessary to maintain the listing of the Units of the Trust will continue
to be met, the SGX-ST will not change its listing requirements or that the Units will
always be listed on the SGX-ST. The Trust will not be terminated if Units are delistedfrom the SGX-ST. If the Units are delisted from the SGX-ST, investors may deliver
the Units they hold out of CDP for trading on NYSE Arca through the delivery
mechanisms described in section “3. Delivery of Units out of CDP for Trading on
NYSE Arca” on page S-10 of this Prospectus.
1.

GeneralUnits are issued by the Trust in the form of scripless securities which are eligible“book-entry-only” securities of The Depository Trust Company (“DTC”). As “bookentry-only” securities, Units are represented by one or more global securities
registered in the name of Cede & Co., as nominee for DTC and deposited with, or on
behalf of, DTC.
The Central Depository (Pte) Limited (“CDP”) maintains an account—AccountNo. 5700 (“DTC Account”)—with DTC. CDP may receive Units from or deliver
Units to accounts maintained by member participants in DTC (“DTC Participants”).
Settlement of dealings through the CDP system may be effected only by
Depository Agents of CDP or holders of Units who have their own direct securities
accounts with CDP. Investors may open a direct securities account with CDP or asecurities sub-account with any Depository Agent to hold their Units in CDP. The
term “Depository Agent” shall have the same meaning as that ascribed to it in
Section 81SF of the Securities and Futures Act 2001 of Singapore.
Through the delivery mechanisms discussed below, it is possible for investors topurchase Units in Singapore and sell them in the U.S. and vice versa. Although both
CDP and DTC, within their own respective market settlements, provide for Delivery
Versus Payment and Free-of-Payment transfers of securities, all of the linked transfers
between the two depositories are effected only on a Free-of-Payment basis (i.e., there
is no related cash movement to parallel the securities movement. Any related cashtransfers may only be effected outside DTC and CDP directly between the buyer andseller through their own arrangements). Investors should be aware that Singapore timeis generally 12 hours ahead of Eastern Daylight Saving Time (13 hours EasternStandard time) in New York, and that NYSE Arca and the SGX-ST are not open at thesame time. Because of this time difference between the Singapore and U.S. markets,
trading in Units between the two markets cannot occur simultaneously. Please refer topages 66 to 67 and 72 to 73 of the U.S. Prospectus for details on circumstances underwhich there may be suspension of dealings or trading.
S-8

All dealings in, and transactions of, Units in Singapore must be effected forsettlement through the computerised book-entry (scripless) settlement system in the
CDP. Investors should ensure that Units sold on the SGX-ST are available forsettlement in their CDP account no later than the second market day following thetransaction date.
Investors’ holdings of Units in their CDP account will be credited or debited forsettlement on the second market day following the transaction date, i.e., T+2, T being
the transaction date. If Units are not in an investor’s CDP account for settlement by
1:30 p.m. on T+2, the investor will be subject to the buy-in cycle on that afternoon.
More information on the buy-in cycle is available on the SGX-ST website at
http://www.sgx.com.
In the absence of unforeseen circumstances, the delivery of Units into and out of
CDP will take a minimum of one market day after the duly completed documentation
has been submitted to CDP for processing, assuming that the investor has given proper
instructions to his or her DTC Participant. Instructions and forms received by CDP
after 1 p.m., Singapore time, on a given market day will be treated as being received
on the next market day and, as such, will be processed on the next market day. Pleaserefer to pages 1 and 69 to 71 of the U.S. Prospectus for details on the fees andexpenses of the Trust.
The Trust has adopted a code of ethics which is described on page 91 of the U.S.
Prospectus.
2.

Delivery of Units to CDP for Trading on the SGX-ST

Investors who hold Units in DTC’s system in the U.S. and wish to trade them on
the SGX-ST can direct delivery of the Units to CDP; this book-entry transfer to CDP’s
DTC Account may be effected only on a Free-of-Payment basis. Investors may deliver
their Units by informing their Singapore broker or Depository Agent to submit
delivery instructions to CDP, together with the applicable CDP delivery fee and GST.
Barring unforeseen circumstances, for a transfer request received by CDP by 5 p.m.
(Singapore time) on a market day, if investors have sufficient securities/depositary
receipts for delivery and their transfer instructions (including for issuance orcancellation) are in order, the cross border transfer of securities/depositary receipts
between Singapore and the U.S. will be completed by 9 a.m. the following day after
CDP receives the transfer request. Investors must concurrently instruct their DTC
Participant to deliver such Units into the DTC Account on the delivery date. Upon
notification that its DTC Account has been credited, CDP will accordingly credit
Units to the investor’s account.
Investors should ensure that their Units are delivered into their securities accountwith CDP in time for settlement. In the event an investor cannot deliver the Units forsettlement pursuant to the trade, the CDP may buy-in against him or her.

S-9

3.

Delivery of Units out of CDP for Trading on NYSE Arca

Investors who hold Units with CDP and wish to trade on NYSE Arca mustarrange to deliver the Units into their accounts with their DTC Participant for
settlement of any such trade, which will occur on the second market day following thetransaction date. For such delivery, investors must submit a duly completed CDP
delivery form together with the applicable CDP delivery fee and GST through theirSingapore broker or Depository Agent. Barring unforeseen circumstances, for atransfer request received by CDP by 5 p.m. (Singapore time) on a market day, if
investors have sufficient securities/depositary receipts for delivery and their transfer
instructions (including for issuance or cancellation) are in order, the cross bordertransfer of securities/depositary receipts between Singapore and the U.S. will becompleted by 9 a.m. the following day after CDP receives the transfer request.
Investors must concurrently instruct their DTC Participant to expect receipt of therelevant number of Units from the DTC Account. Upon receipt of the duly completed
CDP delivery form, CDP will earmark the investor’s securities account for the
relevant number of Units and then instruct DTC to deliver the Units to the DTC
Participant account as specified by the investor. The relevant number of Units will bedebited from the investor’s securities account after CDP receives DTC’s confirmationthat the Units have been transferred out of its DTC account.

S-10

EXCHANGE RATES AND RISKS
Units traded on the SGX-ST are denominated and traded in U.S. dollars. Units
may only be created or redeemed in U.S. dollars at the then-current value calculated in
U.S. dollars in the manner set out in the U.S. Prospectus. Similarly, the Trust holds
only Portfolio Securities that are denominated in U.S. dollars and the distributions
which may be made by the Trustee are in U.S. dollars.
The Trust has no ability to manage its investments to hedge against fluctuations
in exchange rates between the U.S. dollar and the Singapore dollar. To the extent a
Singapore investor wishes to convert such U.S. dollar holdings or distributions to
Singapore dollars, fluctuations in the exchange rate between the Singapore dollar andthe U.S. dollar may affect the value of the proceeds following a currency conversion.

S-11

GENERAL AND STATUTORY INFORMATION
1.

Appointment of Auditors

The Trust Agreement provides that the accounts of the Trust shall be audited, as
required by U.S. law, by independent registered public accountants designated fromtime to time by the Trustee.
2.

Duties and Obligations of the Trustee

The key duties and obligations imposed on the Trustee under the
Trust Agreement are summarized as follows:(i) the Trustee will accept on behalf of the Trust deposits of Portfolio
Deposits and be authorized to effect registration or transfer of the Portfolio
Securities in its name or the name of its nominee or the nominee of its agent;(ii) the Trustee must hold money received pursuant to the Trust Agreement
as a deposit for the account of the Trust;(iii) the Trustee shall not be liable for the disposition of money or securities
or evaluation performed under the Trust Agreement except by reason of its own
gross negligence, bad faith, wilful misconduct, wilful malfeasance or recklessdisregard of its duties and obligations under the Trust Agreement;(iv) the Trustee is not obligated to appear in, prosecute or defend any action
if it is of the opinion that it may involve expense or liability unless it is furnishedwith reasonable security and indemnity against such expense or liability; if
reasonable indemnity is provided, the Trustee shall, in its discretion, undertakesuch action as it may deem necessary to protect the Trust and the rights andinterest of all beneficial owners;(v) the Trustee must provide to brokers/underwriters accounts of the Trust
audited by the auditors of the Trust, and the brokers/underwriters will deliver
such accounts to beneficial owners;(vi) in performing its functions under the Trust Agreement the Trustee will
not be held liable except by reason of its own gross negligence, bad faith, wilful
misconduct or wilful malfeasance for any action taken or suffered to be taken by
it in good faith and believed by it to be authorized or within the discretion, rights
or powers conferred on it or reckless disregard of its duties and obligations;(vii) the Trustee must ensure that no payment made to the Sponsor is for
expenses of the Trust, except for payments not in excess of amounts and for
purposes prescribed by the U.S. Securities and Exchange Commission andauthorized by the Trust Agreement;(viii) the Trustee must keep proper books of record and account of alltransactions under the Trust Agreement, including the creation and redemption ofCreation Units, at its offices, and keep such books open for inspection by any
beneficial owner at all reasonable times during usual business hours;
S-12

(ix) the Trustee must make, or cause to be made, such reports and file such
documents as are required by the Securities Act of 1933, the Securities Exchange
Act of 1934, the Investment Company Act of 1940 and U.S. state or federal tax
laws and regulations;(x) the Trustee must keep a certified copy of the Trust Agreement, together
with the Indenture for each Trust Series then in effect and a current list ofPortfolio Securities therein, on file at its office and make the same available forinspection; and(xi) the Trustee must charge and direct from the assets of the Trust all
expenses and disbursements incurred under the Trust Agreement, or shall
reimburse itself from the assets of the Trust or the sale of securities in the Trustfor any advances made out of its own funds for such expenses and disbursements.
3.

Contracts

A holder of a Unit is not required, obliged or entitled in connection with the Trustto enter into any contract with any person or corporation whether by way of lease orotherwise.
4.

Vesting of Assets in the Trust

The Trustee has legal title to all securities and other property in which funds of
the Trust are invested, all funds held for such investment, all equalisation, redemption,and other special funds of the Trust, and all income upon accretions to, and proceedsof such property and funds, and the Trustee is required to segregate and hold the samein trust until distribution thereof to the holders of the Units.
5.

Redemption

The Trust is not administered by a management company, and there is no
obligation on the Sponsor or the Trustee to redeem any Units. As described on
pages 55 to 59 in the U.S. Prospectus, it is the Trust itself that is obligated to effect theredemption (although it is the Trustee acting as agent for the Trust that will actuallyeffect the redemption).
Only Units in Creation Units may be redeemed at their then-current valuation,
which is calculated on the Business Day on which the redemption order is properly
received, as of the Evaluation Time, which is the closing time of the regular trading
session on the New York Stock Exchange LLC (ordinarily 4:00 p.m., New Yorktime). For redemptions through the Clearing Process, the Trustee effects a transfer of
the Cash Redemption Payment and stocks to the redeeming beneficial owner by thesecond (2nd) NSCC Business Day following the date on which request for redemption
is deemed received. For redemptions outside the Clearing Process, the Trustee
transfers the Cash Redemption Payment and the stocks to the redeeming beneficial
owner by the second (2nd) Business Day following the date on which the request for
S-13

redemption is deemed received. Effective May 28, 2024 or such other date as
established by the SEC (the “Settlement Cycle Change Date”), the settlement cycle forthe creation and redemption of the Trust’s units will change from two (2) businessdays after the trade date to one (1) business day after the trade date. As such, thereference above to the “second (2nd) NSCC Business Day,” instead will refer to the“first (1st) NSCC Business Day.” The Trustee will cancel all Units delivered upon
redemption. Please refer to pages 3, 55 to 59 and 74 of the U.S. Prospectus for afurther description of this process.
Investors owning Units in an amount less than a whole Creation Unit (i.e., lessthan 50,000 Units) or multiples thereof, are not permitted to tender their Units to theTrustee for redemption. Such investors can only dispose of their Units by selling themon the secondary market at any time during the trading day at market prices.
6.

Transfer of Units

As described on page S-8 of this Prospectus, Cede & Co., as nominee for DTC,
will be the registered owner of all outstanding Units on the DTC system. Beneficial
ownership of Units will be shown on the records of DTC or its participants. Beneficial
ownership records for holders of Units in Singapore will be maintained at CDP.
No certificates will be issued in respect of Units. Transfers of Units between
investors will normally occur through the trading mechanism of the SGX-ST or NYSE
Arca as described on pages S-7 to S-10 in this Prospectus and pages 66 to 67 in the
U.S. Prospectus.
7.

Meetings of Holders of Units; Voting; Distribution of Annual Reports

The Trust is not required by law to convene meetings of beneficial owners of theUnits.
The Sponsor, the Retired Trustee and CDP have entered into a Depository
Agreement dated May 18, 2001, as supplemented by a supplemental depository
agreement dated May 22, 2009 (the “CDP Depository Agreement”), pursuant to which
CDP has agreed to act as the depository for Units in Singapore. The Sponsor, theRetired Trustee, CDP and the Trustee have entered into a deed of novation dated
December 29, 2018 in relation to the CDP Depository Agreement (the “Deed of
Novation”) pursuant to which, inter alia, CDP has agreed to release and discharge theRetired Trustee subject to the Trustee undertaking to observe, perform and be boundby the terms of the CDP Depository Agreement in every respect as if the Trustee werenamed in the CDP Depository Agreement as a party thereto in place of the Retired
Trustee, subject to the terms and conditions of the Deed of Novation. CDP’s duties
under the CDP Depository Agreement include, among other things: (i) acting as a baretrustee on behalf of individuals who hold securities accounts with CDP and
Depository Agents authorized to maintain sub-accounts with CDP in respect of Units,(ii) distributing to CDP account holders and Depository Agents any applicablepayments or cash distributions in respect of Units, and (iii) providing the list of its
S-14

Depository Agents and holders of Units who have their own direct securities accounts
with CDP, if so requested by the Sponsor or the Trustee.
The Trustee arranges for the annual report of the Trust to be mailed to all holders ofUnits, including the holders of Units in Singapore, no later than the 60th day after the endof the Trust’s fiscal year. The most recent semi-annual report of the Trust may be foundon the website http://www.spdrs.com.sg/etf/fund/ref_doc/Semi_Annual_Report_SPY.pdf.
The Sponsor or the Trustee will ensure that in the event that it is necessary tocollect and collate any consents or votes of, or distribute notices, statements, reports,
prospectuses, consent instructions, consent forms or other written communications to
the holders of Units in Singapore, the relevant materials will be mailed to the holders
of Units in Singapore.
8.

Declaration

It is hereby declared that no Units shall be created or issued pursuant to thisProspectus later than 12 months, or such other period as may be prescribed by the law
for the time being in force, after the date of this Prospectus.
9.

Allotment of Units

A Distribution Agreement was entered into as of April 16, 2018, between (1) theSponsor, (2) the Trust and (3) ALPS Distributors, Inc. (“ALPS”), the U.S. Distributor,
pursuant to which the Trust and the Sponsor retained ALPS to:(i) act as the exclusive distributor for the creation and distribution ofCreation Units;(ii) hold itself available to receive and process orders for Creation Units; and(iii) enter into arrangements with dealers.
It is the duty of the Trust and the Sponsor to create the Creation Units and torequest DTC to record on its books the ownership of such Units in such amounts as
ALPS has requested, as promptly as practicable after receipt by the Trustee of therequisite portfolio of securities and any applicable cash component from the creator of
the Creation Units or other entities having a Participant Agreement with the Trustee.
Participant Agreements must be entered into between the Trustee and all other persons
who are creating Creation Units.
10.

Borrowing Powers
There are no borrowing powers conveyed in the Trust Agreement.

11.

Sponsor, Trustee and Designated Market Maker
SponsorPDR Services LLC (“PDR”) was originally organized as a corporation under
Delaware U.S. law, and was subsequently converted into a limited liability company
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in Delaware on April 6, 1998. On October 1, 2008, NYSE Holdings LLC (formerly
known as NYSE Euronext Holdings LLC) (“NYSE Holdings”) acquired the American
Stock Exchange LLC (“Amex”) and all of its subsidiaries, including PDR, which is
the Sponsor of the Trust. PDR was formed to act as sponsor for Amex’s exchange
traded funds and other unit investment trusts. PDR will remain the Sponsor of theTrust until it is removed, it is replaced by a successor, it resigns or the
Trust Agreement is terminated. Currently, the Sponsor is not permitted to receive
remuneration for the services it renders as Sponsor.
PDR is an indirect, wholly owned subsidiary of Intercontinental Exchange, Inc.
(“ICE”). ICE is a publicly traded entity, trading on the New York Stock Exchange
under the symbol “ICE.”
Trustee
Effective June 16, 2017, the Retired Trustee resigned as trustee of the Trust. The
Sponsor appointed the Trustee, a wholly owned subsidiary of the Retired Trustee, as
trustee of the Trust. The services received, and the trustee fees paid, by the Trust did
not change as a result of the change in the identity of the Trustee. The Retired Trustee
continues to maintain the Trust’s accounting records, act as custodian and transfer
agent to the Trust, and provided administrative services, including the filing of certain
regulatory reports.
The Trustee is a limited-purpose trust company organized under the laws of theCommonwealth of Massachusetts, U.S. The Trustee is a direct wholly owned
subsidiary of the Retired Trustee and as such is regulated by the Federal Reserve
System and is subject to applicable U.S. federal and state banking and trust laws andto supervision by the U.S. Federal Reserve, as well as by the Massachusetts
Commissioner of Banks and the regulatory authorities of those states and countries inwhich a branch of the Trustee is located.
In accordance with the Trust Agreement, the Trustee, inter alia, acts as custodian
to the Trust. In this regard, the assets of the Trust shall be held by, or to the order of
the Trustee on behalf of and for the exclusive interest of the holders of the Units. The
Trust Agreement does not allow the Trustee to delegate the safekeeping of the assetsof the Trust to another custodian. The Trustee must ensure, inter alia, that adjustments
to the Trust’s Portfolio are carried out in accordance with the law and the Trust
Agreement.
The Trustee will remain the Trustee of the Trust until it is removed, it resigns or
the Trust Agreement is terminated. The remuneration received by the Trustee in its
capacity as Trustee of the Trust is described in the U.S. Prospectus and reflected in thefinancial statements contained therein. Absent gross negligence, bad faith, wilful
misconduct or wilful malfeasance on its part or reckless disregard of its duties andobligations under the Trust Agreement, the Trustee shall be indemnified from theTrust and held harmless against any loss, liability or expense incurred arising out of or
S-16

in connection with the acceptance or administration of the Trust and any action takenin accordance with the provisions of the Trust Agreement.
Designated Market Maker
The designated market maker of the Trust on the SGX-ST is Flow Traders Asia
Pte. Ltd. or such other eligible party as may be designated from time to time. The
designated market maker is required to make a market for the Units in the secondary
market on the SGX-ST to provide for an adequately liquid market for the Units, byamongst others, quoting bid prices to potential sellers and offer prices to potential
buyers on the SGX-ST in accordance with the market making requirements of the
SGX-ST.
The designated market maker(s) of the Trust may change from time to time. The
latest list of designated market maker(s) of the Trust is available at http://www.sgx.com.
For the avoidance of doubt, neither the Sponsor nor the Trustee shall be liable foranything done or omitted or any loss suffered or incurred whatsoever by any person in
the event that the designated market maker is not fulfilling its duties to provide for anadequately liquid market for the Units in accordance with the market making
requirements of the SGX-ST.
12.

Exercise of Voting Rights on Underlying Securities

The Trustee (rather than the beneficial owners of Units) has the exclusive right tovote all of the voting stocks in the Trust, as Trustee. The Trustee votes the voting
stocks of each issuer in the same proportionate relationship that all other shares ofeach such issuer are voted (known as “mirror voting”) to the extent permissible and, if
not permitted, abstains from voting. The Trustee shall not be liable to any person for
any action or failure to take any action with respect to such voting matters. There are
no restrictions on the Trustee’s right to vote securities or Units when such securities orUnits are owned by the Trustee in its individual capacity.
13.

Adjustments to Securities Held by the Trust

The Trust’s Portfolio Securities are not managed and the Trustee adjusts suchsecurities from time to time to maintain the correspondence between the composition
and weightings of the Portfolio Securities and the Index Securities.
14.

Use of Financial Derivatives
The Trustee may not use or invest in financial derivatives on behalf of the Trust.

15.

Securities Lending and Repurchase Transactions

The Trustee may not engage in any securities lending transactions or repurchasetransactions on behalf of the Trust.

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16.

Distributions to Beneficial Owners

The Trustee receives all dividends and other cash distributed with respect to theunderlying securities in the Trust (including monies realized by the Trustee from thesale of securities options, warrants or other similar rights received on such securities),and distributes them (less fees, expenses and any applicable taxes) through DTC andthe DTC Participants to the beneficial owners of the Units. A description of the
distribution process is contained on pages 10 to 11 and 74 to 76 of the U.S.
Prospectus. These distribution arrangements will be the same for holders of Units in
Singapore, who will receive their entitlements through CDP. Cash dividends
distributed to investors in Singapore will be net of expenses incurred by CDP. Where
such expenses equal or exceed the amount of the dividend, investors will not receive
any dividend.
17.

Consents

PricewaterhouseCoopers LLP, as the auditor of the Trust, has given and has notwithdrawn its written consent to the issue of this Prospectus with the inclusion hereinof, and reference to, as the case may be, (i) its name and (ii) its report, in the form andcontext in which it is referred to in this Prospectus. The report referred to in thisProspectus was not prepared by PricewaterhouseCoopers LLP for the purpose ofinclusion in this Prospectus.
Davis Polk & Wardwell LLP (as legal advisers to the Sponsor as to U.S. law) has
given and has not withdrawn its written consent to the inclusion in this Prospectus orreferences to its name in the form and context which it appears in this Prospectus.
18.

Important Tax InformationA.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a description of certain U.S. federal income tax consequences ofthe beneficial ownership of Units by a person that is, for U.S. federal income tax
purposes, a nonresident alien individual, a foreign corporation, a foreign trust or aforeign estate (a “Non-U.S. Holder”). The discussion below does not apply to a
Non-U.S. Holder who is a nonresident alien individual and is present in the UnitedStates for 183 days or more during any taxable year. Such Non-U.S. Holders should
consult their tax advisors with respect to the particular tax consequences to them of aninvestment in the Trust. The discussion below provides general tax information
relating to a Non-U.S. Holder’s investment in Units, but it does not purport to be acomprehensive description of all the U.S. federal income tax considerations that may
be relevant to a particular Non-U.S. Holder’s decision to invest in Units. This
discussion does not describe all of the tax consequences that may be relevant in lightof a Non-U.S. Holder’s particular circumstances or tax consequences applicable to
Non-U.S. Holders subject to special rules, such as a nonresident alien individual who
is a former citizen or resident of the United States; an expatriated entity; a controlledforeign corporation; a passive foreign investment company; a foreign government for
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purposes of Section 892 of the Internal Revenue Code of 1986, as amended (the“Code”); or a tax-exempt organization for U.S. federal income tax purposes.
If an entity that is classified as a partnership for U.S. federal income tax purposes
holds Units, the U.S. federal income tax treatment of a partner will generally dependon the status of the partner and the activities of the partnership. Partnerships holding
Units and partners in such partnerships should consult their tax advisors as to theparticular U.S. federal income tax consequences of holding and disposing of the Unitsin light of their specific circumstances.
This discussion is based on the Code, administrative pronouncements, judicial
decisions, and final, temporary and proposed Treasury regulations all as of the datehereof, any of which is subject to change, possibly with retroactive effect.
Prospective purchasers of Units are urged to consult their tax advisors withregard to the application of the U.S. federal income and estate tax laws to their
particular situations, as well as any tax consequences arising under the laws of any
state, local or non-U.S. taxing jurisdiction.
The U.S. federal income taxation of a Non-U.S. Holder depends on whether theincome that the Non-U.S. Holder derives from the Trust is “effectively connected”
with a trade or business that the Non-U.S. Holder conducts in the United States (and,if required by an applicable tax treaty, is attributable to a U.S. permanentestablishment maintained by the Non-U.S. Holder). If the income that a Non-U.S.
Holder derives from the Trust is not “effectively connected” with a U.S. trade orbusiness conducted by such Non-U.S. Holder (or, if an applicable tax treaty soprovides, the Non-U.S. Holder does not maintain a permanent establishment in the
United States), distributions of “investment company taxable income” (as described in
the U.S. Prospectus) to such Non-U.S. Holder will generally be subject to U.S. federal
withholding tax at a rate of 30% (or lower rate under an applicable tax treaty). Thereis currently no income tax treaty between the U.S. and Singapore. Provided thatcertain requirements are satisfied, this withholding tax will not be imposed on
dividends paid by the Trust to the extent that the underlying income out of which thedividends are paid consists of U.S.-source interest income or short-term capital gains
that would not have been subject to U.S. withholding tax if received directly by the
Non-U.S. Holder (“interest-related dividends” and “short-term capital gain
dividends,” respectively).
A Non-U.S. Holder whose income from the Trust is not “effectively connected”
with a U.S. trade or business (or, if an applicable tax treaty so provides, does not
maintain a permanent establishment in the United States) will generally be exempt
from U.S. federal income tax on capital gain dividends and any amounts retained by
the Trust that are designated as undistributed capital gains, as described in the U.S.
Prospectus. In addition, such a Non-U.S. Holder will generally be exempt from U.S.
federal income tax on any gains realized upon the sale or exchange of Units.
If the income from the Trust is “effectively connected” with a U.S. trade orbusiness carried on by a Non-U.S. Holder (and, if required by an applicable tax treaty,
S-19

is attributable to a U.S. permanent establishment maintained by the Non-U.S. Holder),any distributions of “investment company taxable income,” any capital gain
dividends, any amounts retained by the Trust that are designated as undistributed
capital gains and any gains realized upon the sale or exchange of Units will be subject
to U.S. federal income tax, on a net income basis, at the rates applicable to holders ofUnits who are U.S. persons for U.S. federal income tax purposes. For more
information, see “Federal Income Taxes—Tax Consequences to U.S. Holders” in the
U.S. Prospectus. A Non-U.S. Holder that is a corporation may also be subject to the
U.S. branch profits tax.
Information returns will be filed with the U.S. Internal Revenue Service (the“IRS”) in connection with certain payments on the Units and may be filed inconnection with payments of the proceeds from a sale or other disposition of Units. A
Non-U.S. Holder may be subject to backup withholding on distributions or on theproceeds from a redemption or other disposition of Units if such Non-U.S. Holder
does not certify its non-U.S. status under penalties of perjury or otherwise establish an
exemption. Backup withholding is not an additional tax. Any amounts withheld
pursuant to the backup withholding rules will be allowed as a credit against the
Non-U.S. Holder’s U.S. federal income tax liability, if any, and may entitle the
Non-U.S. Holder to a refund, provided that the required information is furnished to the
IRS on a timely basis.
In order to qualify for the exemption from U.S. withholding on interest-related
dividends, to qualify for an exemption from U.S. backup withholding and to qualify fora reduced rate of U.S. withholding tax on Trust distributions pursuant to an income tax
treaty, a Non-U.S. Holder must generally deliver to the withholding agent a properly
executed IRS form (generally, Form W-8BEN or Form W-8BEN-E, as applicable). In
order to claim a refund of any Trust-level taxes imposed on undistributed net capitalgain, any withholding taxes or any backup withholding, a Non-U.S. Holder must obtaina U.S. taxpayer identification number and file a U.S. federal income tax return, even if
the Non-U.S. Holder would not otherwise be required to obtain a U.S. taxpayer
identification number or file a U.S. income tax return.
Under Sections 1471 through 1474 of the Code (“FATCA”), a withholding tax at
the rate of 30% will generally be imposed on payments of dividends on Units tocertain foreign entities (including financial intermediaries) unless the foreign entity
provides the withholding agent with certifications and other information (which may
include information relating to ownership by U.S. persons of interests in, or accounts
with, the foreign entity). Treasury and the IRS have issued proposed regulations that(i) provide that “withholdable payments” will not include gross proceeds from thedisposition of property that can produce U.S.-source dividends or interest, asotherwise would have been the case after December 31, 2018 and (ii) state that
taxpayers may rely on these provisions of the proposed regulations until final
regulations are issued. If FATCA withholding is imposed, a beneficial owner of Units
that is not a foreign financial institution generally may obtain a refund of any amounts
withheld by filing a U.S. federal income tax return (which may entail significant
S-20

administrative burden). Non-U.S. Holders should consult their tax advisors regarding
the possible implications of FATCA on their investment in Units.
B.

CERTAIN SINGAPORE TAX CONSIDERATIONS

The following is a general description of material Singapore income tax, stamp
duty and estate duty consequences of the ownership and disposal of Units. The
summary discussion below is not intended to be, and does not purport to be, acomprehensive analysis of all the tax consequences relating to ownership and disposalof Units by a person who, for purposes of taxation in Singapore, is regarded as aSingapore resident taxpayer or otherwise. Prospective investors of Units should
consult their own tax advisors concerning the tax consequences of their particularsituations. This description, which is not intended to and does not constitute legal or
tax advice, is based on laws, regulations and interpretations now in effect andavailable as of the date of this Prospectus. The laws, regulations and interpretations,however, may change at any time, and any change could be retroactive to the date ofownership of the Units. These laws and regulations are also subject to various
interpretations and the relevant tax authorities or the courts could later disagree withthe explanations or conclusions set out below.
GeneralSubject to certain exceptions, Singapore tax resident and non-resident companies
are subject to Singapore income tax on income accruing in or derived from Singapore
and on foreign income received or deemed received in Singapore.
Foreign-sourced income in the form of branch profits, dividends and service
income received or deemed received in Singapore by a resident corporate taxpayer is,
however, tax-exempt (subject to certain conditions) if:(a) the foreign income had been subject to tax in the foreign jurisdiction fromwhich they were received. The rate at which the foreign income was taxed
can be different from the headline tax rate;(b) the highest corporate tax rate of the foreign jurisdiction from which theincome is received is at least 15% at the time the foreign income is received
in Singapore; and(c) the Comptroller of Income Tax is satisfied that the tax exemption would be
beneficial to the Singapore tax resident company.
Resident and non-resident individuals are generally taxed on income arising in orderived from Singapore.
All foreign-sourced personal income received or deemed received in Singapore
on or after January 1, 2004 by a Singapore tax resident individual (except where suchincome is received through a partnership in Singapore, or where the overseas
employment is incidental to a Singapore employment, or where an individual has a
S-21

trade/business in Singapore and such individual is carrying on the trade/businessoverseas which is incidental to his trade/business carried out in Singapore, or where an
individual is employed overseas on behalf of the Singapore Government) will be
exempt from tax in Singapore. Certain investment income derived from Singapore
sources by individuals on or after January 1, 2004 will also be exempt from tax.
A company is regarded as a tax resident in Singapore if the control andmanagement of its business is exercised in Singapore; “control and management” isthe making of decisions on strategic matters, such as those on company policy andstrategy. Typically, the location of the company’s board of directors meetings, during
which strategic decisions are made, is a key factor in determining where the control
and management is exercised. An individual is regarded as a tax resident in Singapore
for income tax purposes if, in the calendar year preceding the year of assessment, he isa foreigner who has stayed/worked in Singapore for at least 183 days or continuously
for three consecutive years, a foreigner who has worked in Singapore for a continuous
period straddling two calendar years and his total period of stay is at least 183 days
(other than as a director of a company, public entertainers or professionals), or if he isa Singapore Citizen or Singapore permanent resident who normally resides in
Singapore except for temporary absences.
Tax rates
The corporate tax rate is 17% from the Year of Assessment 2010 (i.e., calendar
year ended in 2009). With effect from the Year of Assessment 2020, the first
SGD10,000 of normal chargeable income will be eligible for a 75% tax exemption,with a further 50% tax exemption given on the next SGD190,000 of normal
chargeable income. In respect of new start-up companies (where any of the first threeYears of Assessment falls in or after the Year of Assessment 2020), the first
SGD100,000 of normal chargeable income will be eligible for a 75% tax exemption,with a further 50% tax exemption given on the next SGD100,000 of normal
chargeable income.
Singapore tax resident individuals are subject to tax based on a progressive scale.
With effect from the Year of Assessment 2024 (i.e., calendar year ended in 2023), thetop marginal rate is 24%.
The employment income of non-resident individuals is taxed at the flat rate of
15% or the progressive resident tax rates, whichever is the higher tax amount. With
effect from the Year of Assessment 2024, the tax rates for non-resident individuals(except on employment income and certain income taxable at reduced withholding
rates) will be raised from 22% to 24%. This is to maintain parity between the tax rates
of non-resident individuals and the top marginal tax rate of resident individuals.
All tax residents in Singapore will be affected by tax rebates and exemptions
granted by the Singapore government from time to time in line with its current
financial and fiscal policies.

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Dividends Tax
Dividends accrue in the year that they are declared payable.
Generally, the following dividends are not taxable:(a) dividends paid on or after 1 January 2008 by a Singapore resident company
under the one-tier corporate tax system except co-operatives;(b) foreign dividends received in Singapore on or after 1 January 2004 by
resident individuals. If an individual resident in Singapore receives foreignsourced dividends through a partnership in Singapore, these dividends may
be exempt from Singapore tax if certain conditions are met; and(c) income distribution from real estate investment trusts (“REITs”), except
distributions derived by individuals through a partnership in Singapore, orfrom the carrying on of a trade, business or profession in REITs.
Capital Gains Tax
Generally, profits or losses derived from the buying and selling of shares or otherfinancial instruments are viewed as personal investments. These profits are capitalgains and are not taxable.
Adoption of FRS 109 treatment for Singapore income tax purposes
In addition, with effect from 1 January 2018, the Financial Reporting Standards
109 (“FRS 109”) has replaced the previous Financial Reporting Standards 39 (“FRS39”). For holders of the Units, this means that they may be required, for income tax
purposes, to recognise gains or losses, irrespective of disposal, in accordance with
FRS 109 and, unlike the previous approach for FRS 39, there is no option forcompanies to opt out of the FRS 109 tax treatment.
Holders of the Units who may be subject to the tax treatment under the FRS 109
should consult their own accounting and tax advisors regarding the Singapore income
tax consequences.
Stamp Duty
Stamp duty will not be imposed on instruments of transfers relating to the Units.
In the event of a change of trustee for the Trust, there will be no stamp duty on any
document effecting the appointment of a new trustee and the transfer of trust assets
from the incumbent trustee to the new trustee.
Estate Duty
The Singapore government announced on February 15, 2008 that estate duty
would be abolished for deaths occurring on and after February 15, 2008.

S-23

19.

Queries and Complaints

Investors may contact ALPS at the following toll free number to seek any
clarification regarding the Trust: +1-866-732-8673.
20.

Additional Information on the Index

The index provider is S&P Dow Jones Indices LLC (“S&P”), who is independent
from the Trustee. The computation of the Index may be inaccurate or incomplete if,amongst other factors, the information received by S&P is inaccurate or incomplete.
No warranty, representation or guarantee is given as to the accuracy or completenessof the Index and its computation or any information related thereto. The process andthe basis of computing and compiling the Index and any of its related formulae,
constituent companies and factors may at any time be changed or altered by S&P
without notice.
The Index Securities which comprise the Index are changed by S&P from time totime. The price of Units may rise or fall as a result of such changes. The compositionof the Index may also change if one of the constituent companies were to delist its
securities or if a new eligible company were to list its securities and be added to theIndex. If this happens, the weighting or composition of the Index Securities investedby the Trust would be changed as considered appropriate by the Trustee in order toachieve the investment objective. Thus, an investment in Units will generally reflect
the Index as its constituents change from time to time, and not necessarily the way it iscomprised at the time of an investment in Units.
The Index Securities held by the Trust will passively reflect the distribution ofcompanies whose securities are included in the Index. Therefore, adverse changes in
the financial condition or share performance of any company included in the Index
will not result in the sale of the shares of such company by the Trust, and will belikely to adversely affect the Trust’s net asset value and the trading price of Units. The
Trustee will have limited discretion to remove the securities of such company fromthe Fund.
A license agreement (the “License Agreement”) between SSGA FD, an affiliateof the Trustee, and S&P grants a license to SSGA FD to use the Index and to use
certain trade names and trademarks of S&P in connection with the Trust. The Index
also serves as a basis for determining the composition of the Portfolio. Currently, theLicense Agreement is scheduled to terminate on November 29, 2031, but its term may
be extended without the consent of any of the beneficial owners of Units. In the eventthat the Index is no longer available for use by the Fund, the Trustee will source for asuitable replacement index that gives, in the opinion of the Trustee, the same or
substantially similar equity exposure as the Index. There are no material conditions in
the License Agreement in relation to the use of the Index which may prevent the Fundfrom achieving its investment objective.
Further information on the Index is available online at https://www.spglobal.com/
spdji/en/indices/equity/sp-500/#overview.
S-24

21.

Tracking Error Risk

Factors such as the fees and expenses of the Trust, imperfect correlation between
the Portfolio Securities and the Index Securities constituting the Index, rounding ofshare prices, changes to the Index and regulatory policies may affect the Trustee’sability to achieve close correlation with the performance of the Index. The Trust’s
returns may therefore deviate from the Index and there is no assurance that the Trust
will be able to fully track the performance of the Index. The Portfolio Securities may
be adjusted from time to time to reflect any changes to the composition of, or theweighting of securities in, the Index, with a view towards minimizing tracking error of
the Trust’s overall returns relative to the performance of the Index.
22.

Concentration

If the Index comprises Index Securities that are concentrated in a particular groupof stocks, industry or group of industries, the Trust may be adversely affected by theperformance of those stocks and be subject to price volatility. In addition, if the Trustis concentrated in a single stock, group of stocks, industry or group of industries, it
may be more susceptible to any single economic, market, political or regulatory
occurrence.
23.

Notification

The Units of the Trust are Specified Investment Products (as defined in MAS
Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice
FAA-N16: Notice on Recommendations on Investment Products) and capital markets
products other than prescribed capital markets products (as defined in the Securities
and Futures (Capital Markets Products) Regulations 2018).

S-25

8 January 2024
29 January 2024

8 January 2024
29 January 2024

SPDR® S&P 500® ETF Trust(“SPY” or the “Trust”)(A Unit Investment Trust)Principal U.S. Listing Exchange for SPDR® S&P 500® ETF Trust: NYSE Arca, Inc.
under the symbol “SPY”
Prospectus Dated January 26, 2024
The U.S. Securities and Exchange Commission has not approved or disapproved thesesecurities or passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense. Securities of the Trust (“Units”) are
not guaranteed or insured by the Federal Deposit Insurance Corporation or any otheragency of the U.S. Government, nor are such Units deposits or obligations of any bank.
Such Units of the Trust involve investment risks, including the loss of principal.
COPYRIGHT 2024 PDR Services LLC

TABLE OF CONTENTSTABLE OF CONTENTS
Page

Summary . . . . . . . . . . . . . . . . . . . . . .
Investment Objective . . . . . . . . . . . .
Fees and Expenses of the Trust . . . .
The Trust’s Investments andPortfolio Turnover . . . . . . . . . . . .
Dividends . . . . . . . . . . . . . . . . . . . .
Redemption of Units . . . . . . . . . . . .
Voting Rights; Book-Entry-Only
System . . . . . . . . . . . . . . . . . . . . .
Amendments to the Trust
Agreement . . . . . . . . . . . . . . . . . .
Principal Risks of Investing in the
Trust . . . . . . . . . . . . . . . . . . . . . .
Trust Performance . . . . . . . . . . . . . .
Purchase and Sale Information . . . .
Tax Information . . . . . . . . . . . . . . . .
The S&P 500 Index . . . . . . . . . . . . . .
Dividends and Distributions . . . . . . .
Dividends and Capital Gains . . . . . .
No Dividend Reinvestment
Service . . . . . . . . . . . . . . . . . . . . .
Federal Income Taxes . . . . . . . . . . . .
Taxation of the Trust . . . . . . . . . . . .
Tax Consequences to U.S.
Holders . . . . . . . . . . . . . . . . . . . .
Tax Consequences to Non-U.S.
Holders . . . . . . . . . . . . . . . . . . . .
Report of Independent Registered
Public Accounting Firm . . . . . . . .
Statement of Assets andLiabilities . . . . . . . . . . . . . . . . . . .
Statements of Operations . . . . . . . .
Statements of Changes in Net
Assets . . . . . . . . . . . . . . . . . . . . .
Financial Highlights . . . . . . . . . . . .
Notes to Financial Statements . . . . .
Schedule of Investments . . . . . . . . .
Other Information (Unaudited) . . . .
Organization of the Trust . . . . . . . . .
Purchases and Redemptions ofCreation Units . . . . . . . . . . . . . . . .
Purchase (Creation) . . . . . . . . . . . . .
Redemption . . . . . . . . . . . . . . . . . . .

Page

1
1
1

Book-Entry-Only System . . . . . . . . .
Portfolio Adjustments . . . . . . . . . . . .
Adjustments to the Portfolio
Deposit . . . . . . . . . . . . . . . . . . . .
Exchange Listing and Trading . . . . .
Secondary Trading on Exchanges . .
Trading Prices of Units . . . . . . . . . .
Continuous Offering of Units . . . . . .
Expenses of the Trust . . . . . . . . . . . .
Trustee Fee Scale . . . . . . . . . . . . . .
Determination of Net Asset Value . .
Additional Risk Information . . . . . .
Additional Information Regarding
Dividends and Distributions . . . . .
General Policies . . . . . . . . . . . . . . . .
Investment Restrictions . . . . . . . . . .
Investments by Investment
Companies . . . . . . . . . . . . . . . . . . .
Annual Reports . . . . . . . . . . . . . . . . .
Benefit Plan Investor
Considerations . . . . . . . . . . . . . . . .
Index License . . . . . . . . . . . . . . . . . . .
Sponsor . . . . . . . . . . . . . . . . . . . . . . . .
Trustee . . . . . . . . . . . . . . . . . . . . . . . .
Depository . . . . . . . . . . . . . . . . . . . . .
Distributor . . . . . . . . . . . . . . . . . . . . .
Trust Agreement . . . . . . . . . . . . . . . .
Amendments to the Trust
Agreement . . . . . . . . . . . . . . . . . .
Termination of the Trust
Agreement . . . . . . . . . . . . . . . . . .
Legal Opinion . . . . . . . . . . . . . . . . . .
Independent Registered Public
Accounting Firm and Financial
Statements . . . . . . . . . . . . . . . . . . .
Code of Ethics . . . . . . . . . . . . . . . . . .
Information and Comparisons
Relating to Secondary Market
Trading and Performance . . . . . .

2
3
3
3
3
4
6
7
8
8
10
10
11
11
12
14
17
20
21
22
23
24
25
35
48
50
50
50
55

59
61
64
66
66
67
68
69
70
71
72
74
74
76
76
77
77
78
80
86
88
88
89
89
90
91
91
91
91

“Standard & Poor’s®,” “S&P®,” “S&P 500®,” “Standard & Poor’s 500®,” “500®,”“Standard & Poor’s Depositary Receipts®,” “SPDR®” and “SPDRs®” are registeredtrademarks of Standard & Poor’s Financial Services LLC and have been licensed foruse by S&P Dow Jones Indices LLC (“S&P”), and sublicensed for use by State Street
Global Advisors Funds Distributors, LLC. The Trust is permitted to use these
trademarks pursuant to a sublicense from State Street Global Advisors Funds
Distributors, LLC. The Trust is not sponsored, endorsed, sold or marketed by S&P, itsaffiliates or its third-party licensors.
i

SUMMARY
Investment Objective
The Trust seeks to provide investment results that, before expenses, correspondgenerally to the price and yield performance of the S&P 500® Index (the “Index”).
Fees and Expenses of the TrustThis table estimates the fees and expenses that the Trust pays on an annual basis,
which you therefore pay indirectly when you buy and hold Units. It does not reflect
brokerage commissions and other fees to financial intermediaries that you may pay
for purchases and sales of Units on the secondary markets.
Unitholder Fees:(fees paid directly from your investment)

None

Estimated Annual Trust Ordinary Operating Expenses:(expenses that you pay each year as a percentage of the value of your investment)
Current Estimated Annual Trust Ordinary Operating Expenses*

As a % ofTrust Average Net Assets

Trustee’s Fee
S&P License Fee
Marketing
Other Operating Expenses

0.0457%0.0302%0.0172%0.0015%

Total

0.0945%*

Does not sum due to rounding.

Future expense accruals will depend primarily on the level of the Trust’s net assets
and the level of expenses.

1Growth of $10,000 Investment Since Inception(1)(2)$190,000$170,000$150,000$130,000$110,000$90,000$70,000$50,000$30,000$10,000
1/93 12/93 12/94 12/95 12/96 9/97 9/98 9/99 9/00 9/01 9/02 9/03 9/04 9/05 9/06 9/07 9/08 9/09 9/10 9/11 9/12 9/13 9/14 9/15 9/16 9/17 9/18 9/19 9/20 9/21 9/22 9/23

S&P 500 Index

SPDR S&P 500 ETF Trust(1) Past performance is not necessarily an indication of how the Trust will perform in the future.
(2) Effective as of September 30, 1997, the Trust’s fiscal year end changed from December 31 to
September 30.

The Trust’s Investments and Portfolio Turnover
The Trust seeks to achieve its investment objective by holding a portfolio of thecommon stocks that are included in the Index (the “Portfolio”), with the weight ofeach stock in the Portfolio substantially corresponding to the weight of such stock in
the Index.
In this prospectus, the term “Portfolio Securities” refers to the common stocks thatare actually held by the Trust and make up the Trust’s Portfolio, while the term“Index Securities” refers to the common stocks that are included in the Index, as
determined by the index provider, S&P Dow Jones Indices LLC (“S&P”). At any
time, the Portfolio will consist of as many of the Index Securities as is practicable. To
maintain the correspondence between the composition and weightings of Portfolio
Securities and Index Securities, State Street Global Advisors Trust Company (the“Trustee”), or its parent company, State Street Bank and Trust Company (“SSBT”),
adjusts the Portfolio from time to time to conform to periodic changes made by S&P
to the identity and/or relative weightings of Index Securities in the Index. The Trustee
or SSBT aggregates certain of these adjustments and makes changes to the Portfolio
at least monthly, or more frequently in the case of significant changes to the Index.
The Trust may pay transaction costs, such as brokerage commissions, when it buys
and sells securities (or “turns over” its Portfolio). Such transaction costs may behigher if there are significant rebalancings of Index Securities in the Index, which
may also result in higher taxes when Units are held in a taxable account. These costs,
which are not reflected in estimated annual Trust ordinary operating expenses, affect
the Trust’s performance. During the most recent fiscal year, the Trust’s portfolio
turnover rate was 2% of the average value of its portfolio. The Trust’s portfolio
turnover rate does not include securities received or delivered from processing
2

creations or redemptions of Units. Portfolio turnover will be a function of changes tothe Index as well as requirements of the Trust Agreement (as defined below in“Organization of the Trust”).
Although the Trust may fail to own certain Index Securities at any particular time, theTrust generally will be substantially invested in Index Securities, which should resultin a close correspondence between the performance of the Index and the performanceof the Trust. See “The S&P 500 Index” below for more information regarding theIndex. The Trust does not hold or trade futures or swaps and is not a commodity pool.
Dividends
Payments of dividends are made quarterly, on the last Business Day (as defined in“Purchases and Redemptions of Creation Units — Purchase (Creation)”) of April,
July, October and January. See “Dividends and Distributions” and “Additional
Information Regarding Dividends and Distributions.”
Redemption of Units
Only certain institutional investors (typically market makers or other broker-dealers)
are permitted to purchase or redeem Units directly with the Trust, and they may do soonly in large blocks of 50,000 Units known as “Creation Units.” See “Purchases andRedemptions of Creation Units — Redemption” and “Trust Agreement” for more
information regarding the rights of Beneficial Owners (as defined in “Book-EntryOnly System”).
Voting Rights; Book-Entry-Only System
Beneficial Owners shall not have the right to vote concerning the Trust, except withrespect to termination and as otherwise expressly set forth in the Trust Agreement.
See “Trust Agreement.” Units are represented by one or more global securities
registered in the name of Cede & Co., as nominee for The Depository
Trust Company (“DTC”), and deposited with, or on behalf of, DTC. See “BookEntry-Only System.”
Amendments to the Trust Agreement
The Trust Agreement (as defined below in “Organization of the Trust”) may beamended from time to time by the Trustee and PDR Services, LLC (the “Sponsor”)
without the consent of any Beneficial Owners under certain circumstances describedherein. The Trust Agreement may also be amended by the Sponsor and the Trusteewith the consent of the Beneficial Owners to modify the rights of Beneficial Owners
under certain circumstances. Promptly after the execution of an amendment to theTrust Agreement, the Trustee arranges for written notice to be provided to Beneficial
Owners. See “Trust Agreement — Amendments to the Trust Agreement.”3

Principal Risks of Investing in the Trust
As with all investments, there are certain risks of investing in the Trust, and you
could lose money on an investment in the Trust. Prospective investors shouldcarefully consider the risk factors described below, as well as the additional risk
factors under “Additional Risk Information” and the other information included inthis prospectus, before deciding to invest in Units.
Passive Strategy/Index Risk. The Trust is not actively managed. Rather, the Trust
attempts to track the performance of an unmanaged index of securities. This differsfrom an actively managed fund, which typically seeks to outperform a benchmark
index. As a result, the Trust will hold constituent securities of the Index regardless ofthe current or projected performance of a specific security or a particular industry ormarket sector. Maintaining investments in securities regardless of market conditionsor the performance of individual securities could cause the Trust’s return to be lower
than if the Trust employed an active strategy.
Index Tracking Risk. While the Trust is intended to track the performance of theIndex as closely as possible (i.e., to achieve a high degree of correlation with theIndex), the Trust’s return may not match or achieve a high degree of correlation withthe return of the Index due to expenses and transaction costs incurred in adjusting thePortfolio. In addition, it is possible that the Trust may not always fully replicate theperformance of the Index due to the unavailability of certain Index Securities in thesecondary market or due to other extraordinary circumstances (e.g., if trading in asecurity has been halted).
Equity Investing and Market Risk. An investment in the Trust involves risks similar
to those of investing in any fund of equity securities, such as market fluctuations
caused by such factors as economic and political developments, changes in interest
rates, perceived trends in securities prices, war, acts of terrorism, the spread of
infectious disease or other public health issues. Local, regional or global events suchas war, acts of terrorism, the spread of infectious disease or other public health issues,recessions, or other events could have a significant impact on the Trust and its
investments and could result in increased premiums or discounts to the Trust’s net
asset value. For example, conflict, loss of life and disaster connected to ongoingarmed conflicts between Ukraine and Russia in Europe and Israel and Hamas in the
Middle East could have severe adverse effects on their respective regions, including
significant adverse effects on the regional or global economies and the markets forcertain securities. Russia’s invasion of Ukraine has resulted in sanctions against
Russian governmental institutions, Russian entities, and Russian individuals that may
result in the devaluation of Russian currency; a downgrade in the country’s credit
rating; a freeze of Russian foreign assets; and a decline in the value and liquidity ofRussian securities, properties, or interests. These Russian-related sanctions as well as
the potential for military escalation and other corresponding events in Europe and the
Middle East, and the resulting disruption of the Russian and Israeli economies, maycause volatility in other regional and global markets and may negatively impact theperformance of various sectors and industries, as well as companies in other4

countries, which could have a negative effect on the performance of the Trust, even if
the Trust does not have direct exposure to securities of Russian or Israeli issuers.
An investment in the Trust is subject to the risks of any investment in a broadly based
portfolio of equity securities, including the risk that the general level of stock prices
may decline, thereby adversely affecting the value of such investment. The value ofPortfolio Securities may fluctuate in accordance with changes in the financial
condition of the issuers of Portfolio Securities, the value of equity securities generally
and other factors. The identity and weighting of Index Securities and the Portfolio
Securities change from time to time.
The financial condition of issuers of Portfolio Securities may become impaired or thegeneral condition of the stock market may deteriorate, either of which may cause adecrease in the value of the Portfolio and thus in the value of Units. Since the Trust is
not actively managed, the adverse financial condition of an issuer will not result in its
elimination from the Portfolio unless such issuer is removed from the Index. Equity
securities are susceptible to general stock market fluctuations and to volatileincreases and decreases in value as market confidence in and perceptions of theirissuers change. These investor perceptions are based on various and unpredictablefactors, including expectations regarding government, economic, monetary and fiscal
policies, inflation and interest rates, economic expansion or contraction, and global orregional political, economic and banking crises, as well as war, acts of terrorism andthe spread of infectious disease, such as COVID-19, or other public health issues.
An outbreak of infectious respiratory illness caused by a novel coronavirus known as
COVID-19 was first detected in China in December 2019 and was declared apandemic by the World Health Organization in March 2020. The impact of
COVID-19, and other infectious disease outbreaks that may arise in the future, could
adversely affect the economies of many nations or the entire global economy,
individual issuers and capital markets in ways that cannot necessarily be foreseen.
Public health crises caused by the COVID-19 outbreak may exacerbate otherpre-existing political, social and economic risks in certain countries or globally.
These factors, as well as any restrictive measures instituted in order to prevent orcontrol a pandemic or other public health crisis, such as the one posed by COVID-19,
could have a material and adverse effect on the Trust’s investments.
Holders of common stocks of any given issuer incur more risk than holders ofpreferred stocks and debt obligations of the issuer because the rights of common
stockholders, as owners of the issuer, generally are subordinate to the rights ofcreditors of, or holders of debt obligations or preferred stocks issued by, such issuer.
Further, unlike debt securities that typically have a stated principal amount payable atmaturity, or preferred stocks that typically have a liquidation preference and may
have stated optional or mandatory redemption provisions, common stocks haveneither a fixed principal amount nor a maturity. Equity securities values are subject tomarket fluctuations as long as the equity securities remain outstanding. The value ofthe Portfolio will fluctuate over the entire life of the Trust.

5

There can be no assurance that the issuers of Portfolio Securities will pay dividends.
Distributions generally depend upon the declaration of dividends by the issuers ofPortfolio Securities, and the declaration of such dividends generally depends uponvarious factors, including the financial condition of the issuers and general economic
conditions.
Trust Performance
The following bar chart and table provide an indication of the risks of investing in the
Trust by showing changes in the Trust’s performance based on net assets from year
to year and by showing how the Trust’s average annual return for certain time periods
compares with the average annual return of the Index. The Trust’s past performance(before and after taxes) is not necessarily an indication of how the Trust will performin the future. Updated performance information is available online at
http://www.spdrs.com.
The total returns in the bar chart, as well as the total and after-tax returns presented in
the table, have been calculated assuming that the reinvested price for the last income
distribution made in the last calendar year shown below (i.e., 12/15/23) was the net
asset value per Unit (“NAV”) on the last Business Day of such year (i.e., 12/29/23),
rather than the actual reinvestment price for such distribution which was the NAV on
the last Business Day of January of the following calendar year (e.g., 1/31/24).
Therefore, the actual performance calculation for the last calendar year may be different
from that shown below in the bar chart and table. No dividend reinvestment services areprovided by the Trust (see “Dividends and Distributions”), so investors’ performance
may be different from that shown below in the bar chart and table.
Annual Total Return (years ended 12/31)40

31.25%

30
20
10

21.67%
13.54%

28.52%

11.76%
1.35%

0-4.43%

-10
-20
-30

26.12%

18.23%-18.17%
2014

2015

2016

2017

2018

2019

2020

2021

2022

Highest Quarterly Return: 20.44% for the quarter ended June 30, 2020.
Lowest Quarterly Return: ⳮ19.60% for the quarter ended March 31, 2020.

6

2023

Average Annual Total Returns (for periods ending December 31, 2023)
The after-tax returns presented in the table are calculated using the highest historicalindividual federal marginal income tax rates and do not reflect the impact of state andlocal taxes. Your actual after-tax returns will depend on your specific tax situationand may differ from those shown below. After-tax returns are not relevant toinvestors who hold Units through tax-deferred arrangements, such as 401(k) plans or
individual retirement accounts. The returns after taxes can exceed the return before
taxes due to an assumed tax benefit for a holder of Units from realizing a capital loss
on a sale of the Units.

Trust
Return Before Taxes . . . . . . . . . . . . . . . . . . . . . .
Return After Taxes on Distributions . . . . . . . . . .
Return After Taxes on Distributions and Sale or
Redemption of Creation Units . . . . . . . . . . . .
Index (assumes reinvestment of dividends;
reflects no deduction for fees, expenses ortaxes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Past
One Year

Past
Five Years

Past
Ten Years

26.12%
25.66%

15.52%
15.08%

11.89%
11.41%

15.72%

12.45%

9.76%

26.29%

15.69%

12.03%

PURCHASE AND SALE INFORMATION
Individual Units of the Trust may be purchased and sold on NYSE Arca, Inc. (the“Exchange”), under the market symbol “SPY,” through your broker-dealer at market
prices. Units trade at market prices that may be greater than NAV (premium) or lessthan NAV (discount). Units are also listed and traded on the Singapore Exchange
Securities Trading Limited (stock code S27), the Tokyo Stock Exchange (code 1557)
and the Australian Securities Exchange. In the future, Units may be listed and tradedon other non-U.S. exchanges. Units may be purchased on other trading markets orvenues in addition to the Exchange, the Singapore Exchange Securities Trading
Limited, the Tokyo Stock Exchange and the Australian Securities Exchange.
Only certain institutional investors (typically market makers or other broker-dealers)
are permitted to purchase or redeem Units directly with the Trust, and they may do soonly in large blocks of 50,000 Units known as “Creation Units.” Creation Unit
transactions are conducted in exchange for the deposit or delivery of in-kindsecurities and/or cash constituting a substantial replication of the securities includedin the Index.

7

TAX INFORMATIONThe Trust will make distributions that are expected to be taxable currently to you as
ordinary income and/or capital gains, unless you are investing through a tax-deferredarrangement, such as a 401(k) plan or individual retirement account. See “Federal
Income Taxes,” below, for more information.
THE S&P 500 INDEXThe Index includes five hundred (500) selected companies, all of which are listed onnational stock exchanges and spans a broad range of major industries. As of
December 31, 2023, the five largest industry groups represented in the Index were:
Software & Services 12.01%; Technology Hardware & Equipment 8.74%;
Semiconductors and Semiconductor Equipment 8.11%; Media & Entertainment
7.68%; and Financial Services 7.66%. Since 1968, the Index has been a componentof the U.S. Commerce Department’s list of Leading Indicators that track key sectorsof the U.S. economy. Current information regarding the market value of the Index isavailable from market information services. The Index is determined, comprised andcalculated without regard to the Trust.
S&P is not responsible for and does not participate in the creation or sale of Units orin the determination of the timing, pricing, or quantities and proportions of purchases
or sales of Index Securities or Portfolio Securities by the Trust. The information inthis prospectus concerning S&P and the Index has been obtained from sources that
the Sponsor believes to be reliable, but the Sponsor takes no responsibility for theaccuracy of such information.
The following table shows the actual performance of the Index for the years 1960
through 2023. The results shown should not be considered representative of theincome yield or capital gain or loss that may be generated by the Index in the future.
THE RESULTS SHOULD NOT BE CONSIDERED REPRESENTATIVE OF THE
FUTURE PERFORMANCE OF THE TRUST.

Year

1960 . . . . . . . . . . . . . . . . .
1961 . . . . . . . . . . . . . . . . .
1962 . . . . . . . . . . . . . . . . .
1963 . . . . . . . . . . . . . . . . .
1964 . . . . . . . . . . . . . . . . .
1965 . . . . . . . . . . . . . . . . .
1966 . . . . . . . . . . . . . . . . .
1967 . . . . . . . . . . . . . . . . .
1968 . . . . . . . . . . . . . . . . .
1969 . . . . . . . . . . . . . . . . .
1970 . . . . . . . . . . . . . . . . .

CalendarYear-End
Index Value*

CalendarYear-End Index
Value 1960=100

Change In
Index for
Calendar Year

CalendarYear-End
Yield**

58.11
71.55
63.10
75.02
84.75
92.43
80.33
96.47
103.8692.06
92.15

100.00123.13108.59129.10145.84159.06138.24166.01178.73158.42158.58—%23.13
ⳮ11.81
18.89
12.97
9.06
ⳮ13.0920.09
7.66
ⳮ11.36
0.10

3.47%
2.98
3.37
3.17
3.01
3.00
3.40
3.20
3.07
3.24
3.83

8

Year

CalendarYear-End
Index Value*

CalendarYear-End Index
Value 1960=100

Change In
Index for
Calendar Year

CalendarYear-End
Yield**

1971 . . . . . . . . . . . . . . . . .
1972 . . . . . . . . . . . . . . . . .
1973 . . . . . . . . . . . . . . . . .
1974 . . . . . . . . . . . . . . . . .
1975 . . . . . . . . . . . . . . . . .
1976 . . . . . . . . . . . . . . . . .
1977 . . . . . . . . . . . . . . . . .
1978 . . . . . . . . . . . . . . . . .
1979 . . . . . . . . . . . . . . . . .
1980 . . . . . . . . . . . . . . . . .
1981 . . . . . . . . . . . . . . . . .
1982 . . . . . . . . . . . . . . . . .
1983 . . . . . . . . . . . . . . . . .
1984 . . . . . . . . . . . . . . . . .
1985 . . . . . . . . . . . . . . . . .
1986 . . . . . . . . . . . . . . . . .
1987 . . . . . . . . . . . . . . . . .
1988 . . . . . . . . . . . . . . . . .
1989 . . . . . . . . . . . . . . . . .
1990 . . . . . . . . . . . . . . . . .
1991 . . . . . . . . . . . . . . . . .
1992 . . . . . . . . . . . . . . . . .
1993 . . . . . . . . . . . . . . . . .
1994 . . . . . . . . . . . . . . . . .
1995 . . . . . . . . . . . . . . . . .
1996 . . . . . . . . . . . . . . . . .
1997 . . . . . . . . . . . . . . . . .
1998 . . . . . . . . . . . . . . . . .
1999 . . . . . . . . . . . . . . . . .
2000 . . . . . . . . . . . . . . . . .
2001 . . . . . . . . . . . . . . . . .
2002 . . . . . . . . . . . . . . . . .
2003 . . . . . . . . . . . . . . . . .
2004 . . . . . . . . . . . . . . . . .
2005 . . . . . . . . . . . . . . . . .
2006 . . . . . . . . . . . . . . . . .
2007 . . . . . . . . . . . . . . . . .
2008 . . . . . . . . . . . . . . . . .
2009 . . . . . . . . . . . . . . . . .
2010 . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . .

102.09118.05
97.55
68.56
90.19
107.46
95.10
96.11
107.94135.76122.55140.64164.93167.24211.28242.17247.08277.72353.40330.22417.09435.71464.45459.27615.93740.74970.43
1,229.23
1,469.25
1,320.28
1,148.08
879.82
1,111.92
1,211.92
1,248.29
1,418.30
1,468.36
903.25
1,115.10
1,257.64
1,257.60
1,426.19

175.68203.15167.87117.98155.21184.93163.66165.39185.75233.63210.89242.02283.82287.80363.59416.75425.19477.92608.15568.26717.76749.80802.70790.34
1,059.92
1,274.70
1,669.99
2,115.35
2,528.39
2,272.04
1,975.70
1,514.06
1,913.47
2,085.56
2,148.15
2,440.72
2,526.86
1,554.38
1,918.95
2,164.24
2,164.17
2,454.29

10.79
15.63
ⳮ17.37
ⳮ29.72
31.55
19.15
ⳮ11.50
1.06
12.31
25.77
ⳮ9.73
14.76
17.27
1.40
26.33
14.62
2.03
12.40
27.25
ⳮ6.56
26.31
4.46
7.06
ⳮ1.54
34.11
20.26
31.01
26.67
19.53
ⳮ10.14
ⳮ13.04
ⳮ23.37
26.38
8.99
3.00
13.62
3.53
ⳮ38.4923.45
12.78
ⳮ0.003
13.41

3.14
2.84
3.06
4.47
4.31
3.77
4.62
5.28
5.47
5.26
5.20
5.81
4.40
4.64
4.25
3.49
3.08
3.64
3.45
3.61
3.24
2.99
2.78
2.82
2.56
2.19
1.77
1.49
1.14
1.19
1.36
1.81
1.63
1.72
1.86
1.81
1.89
3.14
1.95
1.87
2.23
2.19

9

Year

CalendarYear-End
Index Value*

CalendarYear-End Index
Value 1960=100

Change In
Index for
Calendar Year

CalendarYear-End
Yield**

2013 . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . .

1,848.36
2,058.90
2,043.94
2,238.83
2,673.61
2,506.85
3,230.78
3,756.07
4,766.18
3,839.50
4,769.83

3,180.79
3,543.10
3,517.36
3,852.74
4,600.95
4,313.97
5,559.77
6,463.73
8,202.00
6,607.30
8,208.28

29.60
11.39
ⳮ0.73
9.53
19.42
ⳮ6.24
28.88
16.26
26.89
ⳮ19.44
24.23

1.89
2.01
2.20
2.10
1.83
2.14
1.80
1.48
1.27
1.75
1.47

*
**

Source: S&P. Reflects no deduction for fees, expenses or taxes.
Source: S&P. Yields are obtained by dividing the aggregate cash dividends by
the aggregate market value of the stocks in the Index.
DIVIDENDS AND DISTRIBUTIONSDividends and Capital Gains
Holders of Units receive on the last Business Day of April, July, October and January
an amount corresponding to the amount of any cash dividends declared on the
Portfolio Securities during the applicable period, net of fees and expenses associatedwith operation of the Trust, and taxes, if applicable. Because of such fees andexpenses, the dividend yield for Units is ordinarily less than that of the Index.
Although all such distributions are currently made quarterly, under certain limited
circumstances the Trustee may vary the times at which such distributions are made.
Any capital gain income recognized by the Trust in any taxable year that is not
distributed during the year ordinarily is distributed at least annually in January of thefollowing taxable year. The Trust may make additional distributions shortly after theend of the year in order to satisfy certain distribution requirements imposed by theInternal Revenue Code of 1986, as amended (the “Code”).
The amount of distributions may vary significantly from period to period. Undercertain limited circumstances, special dividend payments also may be made toholders of Units. See “Additional Information Regarding Dividends andDistributions.” Investors should consult their tax advisors regarding tax consequences
associated with Trust dividends, as well as those associated with Unit sales orredemptions.

10No Dividend Reinvestment Service
No dividend reinvestment service is provided by the Trust. Broker-dealers, at theirown discretion, may offer a dividend reinvestment service under which additional
Units are purchased in the secondary market at current market prices. Investors
should consult their broker-dealer for further information regarding any dividend
reinvestment program offered by such broker-dealer.
Distributions in cash that are reinvested in additional Units through a dividend
reinvestment service, if offered by an investor’s broker-dealer, will be taxable
dividends to the same extent as if such dividends had been received in cash.
FEDERAL INCOME TAXESThe following is a description of the material U.S. federal income tax consequencesof owning and disposing of Units. The discussion below provides general tax
information relating to an investment in Units, but it does not purport to be acomprehensive description of all the U.S. federal income tax considerations that may
be relevant to a particular person’s decision to invest in Units. This discussion does
not describe all of the tax consequences that may be relevant in light of the particular
circumstances of a beneficial owner of Units, including alternative minimum tax
consequences, Medicare contribution tax consequences and tax consequences
applicable to beneficial owners subject to special rules, such as:• certain financial institutions;• regulated investment companies;• real estate investment trusts;• dealers or traders in securities that use a mark-to-market method of tax
accounting;• persons subject to special accounting rules under Section 451(b) of the Code;• persons holding Units as part of a hedging transaction, straddle, wash sale,conversion transaction or integrated transaction or persons entering into a
constructive sale with respect to the Units;• U.S. Holders (as defined below) whose functional currency for U.S. federal
income tax purposes is not the U.S. dollar;• entities classified as partnerships or otherwise treated as pass-through entities
for U.S. federal income tax purposes;• certain former U.S. citizens and residents and expatriated entities;• tax-exempt entities, including an “individual retirement account” or “RothIRA”; or• insurance companies.
11

If an entity that is classified as a partnership for U.S. federal income tax purposes
holds Units, the U.S. federal income tax treatment of a partner will generally dependon the status of the partner and the activities of the partnership. Partnerships holding
Units and partners in such partnerships should consult their tax advisors as to theparticular U.S. federal income tax consequences of holding and disposing of theUnits in light of their specific circumstances.
The following discussion applies only to an owner of Units that (i) is treated as thebeneficial owner of such Units for U.S. federal income tax purposes and (ii) holds
such Units as capital assets.
This discussion is based on the Code, administrative pronouncements, judicial
decisions, and final, temporary and proposed Treasury regulations all as of the datehereof, any of which is subject to change, possibly with retroactive effect.
Prospective purchasers of Units are urged to consult their tax advisors with regard to
the application of the U.S. federal income and estate tax laws to their particularsituations, as well as any tax consequences arising under the laws of any state, local
or non-U.S. taxing jurisdiction.
Taxation of the Trust
The Trust believes that it qualified as a regulated investment company under
Subchapter M of the Code (a “RIC”) for its taxable year ended September 30, 2023
and intends to qualify as a RIC in the current and future taxable years. Assuming that
the Trust so qualifies and that it satisfies the distribution requirements described
below, the Trust generally will not be subject to U.S. federal income tax on income
distributed in a timely manner to the holders of its Units (“Unitholders”).
To qualify as a RIC for any taxable year, the Trust must, among other things, satisfy
both an income test and an asset diversification test for such taxable year.
Specifically, (i) at least 90% of the Trust’s gross income for such taxable year must
consist of dividends; interest; payments with respect to certain securities loans; gains
from the sale or other disposition of stock, securities or foreign currencies; otherincome (including, but not limited to, gains from options, futures or forward
contracts) derived with respect to its business of investing in such stock, securities orcurrencies; and net income derived from interests in “qualified publicly tradedpartnerships” (such income, “Qualifying RIC Income”) and (ii) the Trust’s holdings
must be diversified so that, at the end of each quarter of such taxable year, (a) at least
50% of the value of the Trust’s total assets is represented by cash and cash items,
securities of other RICs, U.S. government securities and other securities, with suchother securities limited, in respect of any one issuer, to an amount not greater than
5% of the value of the Trust’s total assets and not greater than 10% of the outstanding
voting securities of such issuer and (b) not more than 25% of the value of the Trust’s
total assets is invested (x) in the securities (other than U.S. government securities or
securities of other RICs) of any one issuer or of two or more issuers that the Trustcontrols and that are engaged in the same, similar or related trades or businesses or12(y) in the securities of one or more “qualified publicly traded partnerships.” A“qualified publicly traded partnership” is generally defined as an entity that is treatedas a partnership for U.S. federal income tax purposes if (i) interests in such entity aretraded on an established securities market or are readily tradable on a secondary
market or the substantial equivalent thereof and (ii) less than 90% of such entity’s
gross income for the relevant taxable year consists of Qualifying RIC Income. The
Trust’s share of income derived from a partnership other than a “qualified publicly
traded partnership” will be treated as Qualifying RIC Income only to the extent thatsuch income would have constituted Qualifying RIC Income if derived directly by
the Trust.
In order to be exempt from U.S. federal income tax on its distributed income, theTrust must distribute to its Unitholders on a timely basis at least 90% of the sum of(i) its “investment company taxable income” (determined prior to the deduction for
dividends paid by the Trust) and (ii) its net tax-exempt interest income for eachtaxable year. In general, a RIC’s “investment company taxable income” for any
taxable year is its taxable income, determined without regard to net capital gain (thatis, the excess of net long-term capital gains over net short-term capital losses) andwith certain other adjustments. Any taxable income, including any net capital gain,that the Trust does not distribute to its Unitholders in a timely manner will be subject
to U.S. federal income tax at regular corporate rates.
A RIC will be subject to a nondeductible 4% excise tax on certain amounts that it
fails to distribute during each calendar year. In order to avoid this excise tax, a RIC
must distribute during each calendar year an amount at least equal to the sum of (i)98% of its ordinary taxable income for the calendar year, (ii) 98.2% of its capital gain
net income for the one-year period ended on October 31 of the calendar year and(iii) any ordinary income and capital gains for previous years that were notdistributed during those years. For purposes of determining whether the Trust has met
this distribution requirement, (i) certain ordinary gains and losses that would
otherwise be taken into account for the portion of the calendar year after October 31
will be treated as arising on January 1 of the following calendar year and (ii) the
Trust will be deemed to have distributed any income or gains on which it has paid
U.S. federal income tax.
If the Trust failed to qualify as a RIC or failed to satisfy the 90% distribution
requirement in any taxable year, the Trust would be subject to U.S. federal income
tax at regular corporate rates on its taxable income, including its net capital gain,even if such income were distributed to its Unitholders, and all distributions out of
earnings and profits would be taxable as dividend income. Such distributions
generally would be eligible for the dividends-received deduction in the case of
corporate U.S. Holders (defined below) and would constitute “qualified dividend
income” for individual U.S. Holders. See “Federal Income Taxes — Tax
Consequences to U.S. Holders — Distributions.” In addition, the Trust could be
required to recognize unrealized gains, pay taxes and make distributions (which
could be subject to interest charges) before requalifying for taxation as a RIC. If the13Trust fails to satisfy the income test or diversification test described above, however,it may be able to avoid losing its status as a RIC by timely curing such failure, paying
a tax and/or providing notice of such failure to the U.S. Internal Revenue Service (the“IRS”).
In order to meet the distribution requirements necessary to be exempt from U.S.
federal income and excise tax, the Trust may be required to make distributions inexcess of the yield performance of the Portfolio Securities and may be required to sell
securities.
Unless stated otherwise, the remaining discussion assumes that the Trust is treated asa RIC.
Tax Consequences to U.S. Holders
The discussion in this section applies only to U.S. Holders. A “U.S. Holder” is (i) an
individual who is a citizen or resident of the United States; (ii) a corporation, or otherentity taxable as a corporation, created or organized in or under the laws of theUnited States, any state therein or the District of Columbia; or (iii) an estate or trust
the income of which is subject to U.S. federal income taxation regardless of its
source.
Distributions. Distributions of the Trust’s ordinary income and net short-term
capital gains will, except as described below with respect to distributions of“qualified dividend income,” generally be taxable to U.S. Holders as ordinary income
to the extent such distributions are paid out of the Trust’s current or accumulated
earnings and profits, as determined for U.S. federal income tax purposes.
Distributions (or deemed distributions, as described below), if any, of net capitalgains will be taxable as long-term capital gains, regardless of the length of time theU.S. Holder has owned Units. A distribution of an amount in excess of the Trust’s
current and accumulated earnings and profits will be treated as a return of capital thatwill be applied against and reduce the U.S. Holder’s basis in its Units. If the amountof any such distribution exceeds the U.S. Holder’s basis in its Units, the excess willbe treated as gain from a sale or exchange of the Units.
The ultimate tax characterization of the distributions that the Trust makes during any
taxable year cannot be determined until after the end of the taxable year. As a result,
it is possible that the Trust will make total distributions during a taxable year in an
amount that exceeds its current and accumulated earnings and profits.
Return-of-capital distributions may result, for example, if the Trust makes
distributions of cash amounts deposited in connection with Portfolio Deposits (asdefined below in “Purchases and Redemptions of Creation Units — Purchase(Creation)”). Return-of-capital distributions may be more likely to occur in periods
during which the number of outstanding Units fluctuates significantly.
Distributions of the Trust’s “qualified dividend income” to an individual or othernon-corporate U.S. Holder will be treated as “qualified dividend income” and will
14

therefore be taxed at rates applicable to long-term capital gains, provided that the
U.S. Holder meets certain holding period and other requirements with respect to its
Units and that the Trust meets certain holding period and other requirements withrespect to the underlying shares of stock. “Qualified dividend income” generally
includes dividends from domestic corporations and dividends from foreign
corporations that meet certain specified criteria.
Dividends distributed by the Trust to a corporate U.S. Holder will qualify for thedividends-received deduction only to the extent that the dividends consist of
distributions of dividends eligible for the dividends-received deduction received by
the Trust, the Trust meets certain holding period requirements with respect to theunderlying shares of stock and the U.S. Holder meets certain holding period andother requirements with respect to the underlying shares of stock. Dividends eligible
for the dividends-received deduction generally are dividends from domestic
corporations.
The Trust intends to distribute its net capital gains at least annually. If, however, theTrust retains any net capital gains for reinvestment, it may elect to treat such net
capital gains as having been distributed to the Unitholders. If the Trust makes such an
election, each U.S. Holder will be required to report its share of such undistributed
net capital gain as long-term capital gain and will be entitled to claim its share of the
U.S. federal income taxes paid by the Trust on such undistributed net capital gain as acredit against its own U.S. federal income tax liability, if any, and to claim a refund
on a properly filed U.S. federal income tax return to the extent that the credit exceeds
such tax liability. In addition, each U.S. Holder will be entitled to increase theadjusted tax basis of its Units by the difference between its share of such
undistributed net capital gain and the related credit and/or refund. There can be noassurance that the Trust will make this election if it retains all or a portion of its net
capital gain for a taxable year.
Because the tax treatment of a distribution depends upon the Trust’s current andaccumulated earnings and profits, a distribution received shortly after an acquisitionof Units may be taxable, even though, as an economic matter, the distribution
represents a return of the U.S. Holder’s initial investment. Although dividends
generally will be treated as distributed when paid, dividends declared in October,
November or December, payable to Unitholders of record on a specified date in oneof those months, and paid during the following January, will be treated for U.S.
federal income tax purposes as having been distributed by the Trust and received by
the Unitholders on December 31 of the year in which declared. Unitholders will be
notified annually as to the U.S. federal tax status of distributions.
Sales and Redemptions of Units. In general, upon the sale or other disposition ofUnits, a U.S. Holder will recognize capital gain or loss in an amount equal to thedifference, if any, between the amount realized on the sale or other disposition andthe U.S. Holder’s adjusted tax basis in the relevant Units. Such gain or loss generally
will be long-term capital gain or loss if the U.S. Holder’s holding period for the
relevant Units was more than one year on the date of the sale or other disposition.
15

Under current law, net capital gain (that is, the excess of net long-term capital gains
over net short-term capital losses) recognized by non-corporate U.S. Holders is
generally subject to U.S. federal income tax at lower rates than the rates applicable toordinary income.
Losses recognized by a U.S. Holder on the sale or other disposition of Units held forsix months or less will be treated as long-term capital losses to the extent of any
distribution of long-term capital gain received (or deemed received, as discussed
above) with respect to such Units. In addition, no loss will be allowed on a sale orother disposition of Units if the U.S. Holder acquires Units, or enters into a contract
or option to acquire Units, within 30 days before or after such sale or otherdisposition. In such a case, the basis of the Units acquired will be adjusted to reflect
the disallowed loss.
If a U.S. Holder receives an in-kind distribution in redemption of Units (which must
constitute a Creation Unit, as discussed in “Purchases and Redemptions of Creation
Units — Redemption”), the U.S. Holder will realize gain or loss in an amount equal
to the difference between the aggregate fair market value as of the redemption date of
the stocks and cash received in the redemption and the U.S. Holder’s adjusted tax
basis in the relevant Units. The U.S. Holder will generally have an initial tax basis in
the distributed stocks equal to their respective fair market values on the redemption
date. The IRS may assert that any resulting loss may not be recognized on the groundthat there has been no material change in the U.S. Holder’s economic position. The
Trust will not recognize gain or loss for U.S. federal income tax purposes on an
in-kind distribution in redemption of Creation Units.
Under U.S. Treasury regulations, if a U.S. Holder recognizes losses with respect toUnits of $2 million or more for an individual U.S. Holder or $10 million or more fora corporate U.S. Holder, the U.S. Holder must file with the IRS a disclosurestatement on IRS Form 8886. Direct shareholders of portfolio securities are in manycases exempted from this reporting requirement, but under current guidance,
shareholders of a RIC are not exempted. The fact that a loss is reportable under theseregulations does not affect the legal determination of whether the U.S. Holder’streatment of the loss is proper. Certain states may have similar disclosure
requirements.
Portfolio Deposits. Upon the transfer of a Portfolio Deposit (as defined below in“Purchases and Redemptions of Creation Units — Purchase (Creation)”) to the Trust,a U.S. Holder will generally realize gain or loss with respect to each stock included in
the Portfolio Deposit in an amount equal to the difference, if any, between theamount received with respect to such stock and the U.S. Holder’s basis in the stock.
The amount received with respect to each stock included in a Portfolio Deposit isdetermined by allocating among all of the stocks included in the Portfolio Deposit anamount equal to the fair market value of the Creation Units received (determined asof the date of transfer of the Portfolio Deposit) plus the amount of any cash received
from the Trust, reduced by the amount of any cash that the U.S. Holder pays to theTrust. This allocation is made among such stocks in accordance with their relative
16

fair market values as of the date of transfer of the Portfolio Deposit. The IRS may
assert that any loss resulting from the transfer of a Portfolio Deposit to the Trust may
not be recognized on the ground that there has been no material change in theeconomic position of the U.S. Holder. The Trust will not recognize gain or loss for
U.S. federal income tax purposes on the issuance of Creation Units in exchange forPortfolio Deposits.
Backup Withholding and Information Reporting. Payments on the Units andproceeds from a sale or other disposition of Units will be subject to information
reporting unless the U.S. Holder is an exempt recipient. A U.S. Holder will be subject
to backup withholding on all such amounts unless (i) the U.S. Holder is an exempt
recipient or (ii) the U.S. Holder provides its correct taxpayer identification number(generally, on IRS Form W-9) and certifies that it is not subject to backup
withholding. Backup withholding is not an additional tax. Any amounts withheld
pursuant to the backup withholding rules will be allowed as a credit against the U.S.
Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund,provided that the required information is furnished to the IRS on a timely basis.
Tax Consequences to Non-U.S. Holders
The discussion in this section applies only to Non-U.S. Holders. A “Non-U.S.
Holder” is a person that, for U.S. federal income tax purposes, is a beneficial ownerof Units and is a nonresident alien individual, a foreign corporation, a foreign trust ora foreign estate. The discussion below does not apply to a Non-U.S. Holder who is anonresident alien individual and is present in the United States for 183 days or moreduring any taxable year; a nonresident alien individual who is a former citizen or
resident of the United States; an expatriated entity; a controlled foreign corporation; apassive foreign investment company; a foreign government for purposes ofSection 892 of the Code; or a tax-exempt organization for U.S. federal income tax
purposes. Such Non-U.S. Holders should consult their tax advisors with respect to theparticular tax consequences to them of an investment in the Trust. The U.S. federal
income taxation of a Non-U.S. Holder depends on whether the income that the
Non-U.S. Holder derives from the Trust is “effectively connected” with a trade orbusiness that the Non-U.S. Holder conducts in the United States (and, if required by
an applicable tax treaty, is attributable to a U.S. permanent establishment maintainedby the Non-U.S. Holder).
If the income that a Non-U.S. Holder derives from the Trust is not “effectively
connected” with a U.S. trade or business conducted by such Non-U.S. Holder (or, if
an applicable tax treaty so provides, the Non-U.S. Holder does not maintain apermanent establishment in the United States), distributions of “investment company
taxable income” to such Non-U.S. Holder will generally be subject to U.S. federal
withholding tax at a rate of 30% (or lower rate under an applicable tax treaty).
Provided that certain requirements are satisfied, this withholding tax will not be
imposed on dividends paid by the Trust to the extent that the underlying income outof which the dividends are paid consists of U.S.-source interest income or short-term
17capital gains that would not have been subject to U.S. withholding tax if received
directly by the Non-U.S. Holder (“interest-related dividends” and “short-term capitalgain dividends,” respectively).
A Non-U.S. Holder whose income from the Trust is not “effectively connected” witha U.S. trade or business (or, if an applicable tax treaty so provides, does not maintaina permanent establishment in the United States) will generally be exempt from U.S.
federal income tax on capital gain dividends and any amounts retained by the Trustthat are designated as undistributed capital gains. In addition, such a Non-U.S. Holder
will generally be exempt from U.S. federal income tax on any gains realized upon thesale or exchange of Units.
If the income from the Trust is “effectively connected” with a U.S. trade or businesscarried on by a Non-U.S. Holder (and, if required by an applicable tax treaty, isattributable to a U.S. permanent establishment maintained by the Non-U.S. Holder),any distributions of “investment company taxable income,” any capital gain
dividends, any amounts retained by the Trust that are designated as undistributed
capital gains and any gains realized upon the sale or exchange of Units will be
subject to U.S. federal income tax, on a net income basis, at the rates applicable to
U.S. Holders. A Non-U.S. Holder that is a corporation may also be subject to the U.S.
branch profits tax.
Information returns will be filed with the IRS in connection with certain payments on
the Units and may be filed in connection with payments of the proceeds from a saleor other disposition of Units. A Non-U.S. Holder may be subject to backup
withholding on distributions or on the proceeds from a redemption or otherdisposition of Units if such Non-U.S. Holder does not certify its non-U.S. statusunder penalties of perjury or otherwise establish an exemption. Backup withholding
is not an additional tax. Any amounts withheld pursuant to the backup withholding
rules will be allowed as a credit against the Non-U.S. Holder’s U.S. federal income
tax liability, if any, and may entitle the Non-U.S. Holder to a refund, provided thatthe required information is furnished to the IRS on a timely basis.
In order to qualify for the exemption from U.S. withholding on interest-related
dividends, to qualify for an exemption from U.S. backup withholding and to qualify
for a reduced rate of U.S. withholding tax on Trust distributions pursuant to an
income tax treaty, a Non-U.S. Holder must generally deliver to the withholding agent
a properly executed IRS form (generally, Form W-8BEN or Form W-8BEN-E, asapplicable). In order to claim a refund of any Trust-level taxes imposed on
undistributed net capital gain, any withholding taxes or any backup withholding, a
Non-U.S. Holder must obtain a U.S. taxpayer identification number and file a U.S.
federal income tax return, even if the Non-U.S. Holder would not otherwise berequired to obtain a U.S. taxpayer identification number or file a U.S. income tax
return.
Under Sections 1471 through 1474 of the Code (“FATCA”), a withholding tax at therate of 30% will generally be imposed on payments of dividends on Units to certain18

foreign entities (including financial intermediaries) unless the foreign entity provides
the withholding agent with certifications and other information (which may include
information relating to ownership by U.S. persons of interests in, or accounts with,the foreign entity). Treasury and the IRS have issued proposed regulations that(i) provide that “withholdable payments” will not include gross proceeds from thedisposition of property that can produce U.S.-source dividends or interest, asotherwise would have been the case after December 31, 2018 and (ii) state that
taxpayers may rely on these provisions of the proposed regulations until final
regulations are issued. If FATCA withholding is imposed, a beneficial owner ofUnits that is not a foreign financial institution generally may obtain a refund of any
amounts withheld by filing a U.S. federal income tax return (which may entail
significant administrative burden). Non-U.S. Holders should consult their tax
advisors regarding the possible implications of FATCA on their investment in Units.

19

SPDR S&P 500® ETF Trust
Report of Independent Registered Public Accounting Firm
To the Trustee and Unitholders of SPDR S&P 500 ETF Trust
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including theschedule of investments, of SPDR S&P 500 ETF Trust (the “Trust”) as of September 30,
2023, the related statements of operations and of changes in net assets for each of thethree years in the period ended September 30, 2023, including the related notes, and thefinancial highlights for each of the five years in the period ended September 30, 2023
(collectively referred to as the “financial statements”). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Trust as of
September 30, 2023, the results of its operations and the changes in its net assets for eachof the three years in the period ended September 30, 2023 and the financial highlights foreach of the five years in the period ended September 30, 2023 in conformity withaccounting principles generally accepted in the United States of America.

Basis for Opinion
These financial statements are the responsibility of the Trust’s management. Our
responsibility is to express an opinion on the Trust’s financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent withrespect to the Trust in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standardsof the PCAOB. Those standards require that we plan and perform the audit to obtainreasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatementof the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall presentation of the financial statements.
Our procedures included confirmation of securities owned as of September 30, 2023 bycorrespondence with the custodian and brokers; when replies were not received frombrokers, we performed other auditing procedures. We believe that our audits provide a
reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
November 22, 2023
We have served as the auditor of one or more investment companies in the SPDR Trusts
since 1993.

20

SPDR S&P 500® ETF Trust
Statement of Assets and Liabilities
September 30, 2023
ASSETS
Investments in unaffiliated issuers, at value (Note 2) . . . . . .
Investments in affiliates of the Trustee and the Sponsor, atvalue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$402,960,238,243
947,647,504

Total Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivable for units of fractional undivided interest(“Units”) issued in-kind . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends receivable — unaffiliated issuers (Note 2) . . . . . .
Dividends receivable — affiliated issuers (Note 2) . . . . . . . .
Receivable for foreign taxes recoverable . . . . . . . . . . . . . . . .

403,907,885,747
1,370,568,809

Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

405,548,653,688

LIABILITIES
Accrued Trustee expense (Note 3) . . . . . . . . . . . . . . . . . . . . .
Accrued marketing expense (Note 3) . . . . . . . . . . . . . . . . . . .
Distribution payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses and other liabilities . . . . . . . . . . . . . . . . . .

35,273,956
34,796,254
1,458,624,445
52,379,536

Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,581,074,191

NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$403,967,579,497

NET ASSETS CONSIST OF:
Paid-in Capital (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total distributable earnings (loss) . . . . . . . . . . . . . . . . . . . . .

$487,707,477,985(83,739,898,488)

NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$403,967,579,497

NET ASSET VALUE PER UNIT . . . . . . . . . . . . . . . . . . . . . .

$476,593
266,673,391
2,501,872
547,276427.31

UNITS OUTSTANDING (UNLIMITED UNITSAUTHORIZED) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

945,382,116

COST OF INVESTMENTS:
Unaffiliated issuers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Affiliates of the Trustee and the Sponsor (Note 3) . . . . . . . .

$466,442,977,884
1,158,707,574

Total Cost of Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$467,601,685,458

See accompanying notes to financial statements.
21

SPDR S&P 500® ETF Trust
Statements of Operations
Year Ended
9/30/23
INVESTMENT INCOME
Dividend income — unaffiliated issuers(Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,311,737,018 $Dividend income — affiliates of theTrustee and the Sponsor . . . . . . . . . . . . .
19,996,068
Foreign taxes withheld . . . . . . . . . . . . . . . . .
(1,679,078)

Year Ended
9/30/22

Year Ended
9/30/21

5,814,040,700 $ 5,063,477,430
18,096,796(1,312,601)

15,321,426(484,053)

Total Investment Income . . . . . . . . . . . . . . . . .

6,330,054,008

5,830,824,895

5,078,314,803

EXPENSES
Trustee expense (Note 3) . . . . . . . . . . . . . . .
S&P license fee (Note 3) . . . . . . . . . . . . . . .
Marketing expense (Note 3) . . . . . . . . . . . .
Legal and audit fees . . . . . . . . . . . . . . . . . . .
Other expenses . . . . . . . . . . . . . . . . . . . . . . .

175,093,321
115,509,122
65,729,666
588,706
5,042,924

223,329,603
117,918,485
25,359,401
441,5222,504,225

203,372,449
105,207,778
15,493,874
616,921
4,823,485

Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . .

361,963,739

369,553,236

329,514,507

NET INVESTMENT INCOME (LOSS) . . .

5,968,090,269

5,461,271,659

4,748,800,296(3,915,717,181)(2,352,742,735)(3,076,057,194)

REALIZED AND UNREALIZED GAIN
(LOSS)Net realized gain (loss) on:
Investments — unaffiliated issuers . . . . . . .
Investments — affiliates of the Trustee andthe Sponsor . . . . . . . . . . . . . . . . . . . . . . .
In-kind redemptions — unaffiliatedissuers . . . . . . . . . . . . . . . . . . . . . . . . . . .
In-kind redemptions — affiliated issuers . .

(17,957,675)—(6,071,948)

24,760,750,943
15,556,396

50,130,219,174
87,262,145

72,888,738,765
114,827,869

Net realized gain (loss) . . . . . . . . . . . . . . . . . .

20,842,632,483

47,864,738,584

69,921,437,492

Net change in unrealized appreciation/
depreciation on:
Investments — unaffiliated issuers . . . . . . .
Investments — affiliates of the Trustee andthe Sponsor . . . . . . . . . . . . . . . . . . . . . . .

44,789,048,168
154,584,224(113,100,095,302) 11,150,654,602(331,704,873)

69,456,986

Net change in unrealized appreciation/
depreciation . . . . . . . . . . . . . . . . . . . . . . . . .

44,943,632,392(113,431,800,175) 11,220,111,588

NET REALIZED AND UNREALIZEDGAIN (LOSS) . . . . . . . . . . . . . . . . . . . . . . .

65,786,264,875(65,567,061,591) 81,141,549,080

NET INCREASE (DECREASE) IN NETASSETS FROM OPERATIONS . . . . . . . $71,754,355,144 $ (60,105,789,932) $85,890,349,376

See accompanying notes to financial statements.
22

SPDR S&P 500® ETF Trust
Statements of Changes in Net Assets
Year Ended
9/30/23
INCREASE (DECREASE) IN NETASSETS FROM OPERATIONS:Net investment income (loss) . . . . .
Net realized gain (loss) . . . . . . . . . .
Net change in unrealized
appreciation/depreciation . . . . . .

$5,968,090,269
20,842,632,483

Year Ended
9/30/22$

5,461,271,659
47,864,738,584

Year Ended
9/30/21$

4,748,800,296
69,921,437,492

44,943,632,392(113,431,800,175)

11,220,111,588

NET INCREASE (DECREASE) IN
NET ASSETS RESULTINGFROM OPERATIONS . . . . . . . . .

71,754,355,144(60,105,789,932)

85,890,349,376

NET EQUALIZATION CREDITSAND CHARGES (NOTE 2) . . . . .

(13,333,359)

49,404,768

14,211,571

DISTRIBUTIONS TO
UNITHOLDERS . . . . . . . . . . . . . .

(6,037,265,137)(5,672,206,879)(4,958,580,733)

656,633,347,164(648,847,861,480)

752,047,231,926(740,656,771,588)

653,742,584,343(643,775,317,843)

13,333,359(49,404,768)(14,211,571)

NET INCREASE (DECREASE) IN
NET ASSETS FROMISSUANCE AND
REDEMPTION OF UNITS . . . . .

7,798,819,043

11,341,055,570

9,953,054,929

NET INCREASE (DECREASE) IN
NET ASSETS DURING THE
PERIOD . . . . . . . . . . . . . . . . . . . . .

73,502,575,691(54,387,536,473)

90,899,035,143

NET ASSETS AT BEGINNING OFPERIOD . . . . . . . . . . . . . . . . . . . . .

330,465,003,806

384,852,540,279

293,953,505,136

NET ASSETS AT END OFPERIOD . . . . . . . . . . . . . . . . . . . . .

$ 403,967,579,497$ 330,465,003,806$ 384,852,540,279

UNIT TRANSACTIONS:
Units sold . . . . . . . . . . . . . . . . . . . .
Units redeemed . . . . . . . . . . . . . . . .

1,598,300,000(1,577,850,000)

1,757,900,000(1,729,600,000)

1,652,950,000(1,633,250,000)

NET INCREASE (DECREASE) . . .

20,450,000

28,300,000

19,700,000

INCREASE (DECREASE) IN NETASSETS FROM UNIT
TRANSACTIONS:
Proceeds from issuance of Units . . .
Cost of Units redeemed . . . . . . . . . .
Net income equalization(Note 2) . . . . . . . . . . . . . . . . . . . .

See accompanying notes to financial statements.
23

SPDR S&P 500® ETF Trust
Financial Highlights
Selected data for a Unit outstanding throughout each period
Year Ended Year Ended Year Ended Year Ended Year Ended
9/30/23
9/30/22
9/30/21
9/30/20
9/30/19
Net asset value, beginning of
period . . . . . . . . . . . . . . . . . . $357.29 $429.22 $335.21 $296.82 $290.60

6.41

5.98

5.44

5.59

5.71

70.13

(71.78)

94.21

38.51

6.05

76.54

(65.80)

99.65

44.10

11.76

(0.01)

0.05

0.02(0.03)(0.06)

Less Distributions from:
Net investment income . . . . .

(6.51)(6.18)(5.66)(5.68)(5.48)Net asset value, end of
period . . . . . . . . . . . . . . . . . . $427.31 $357.29 $429.22 $335.21 $296.82

Income (loss) from investment
operations:
Net investment income(loss)(a) . . . . . . . . . . . . . . . .
Net realized and unrealized
gain (loss) . . . . . . . . . . . . . .
Total from investment
operations . . . . . . . . . . . . . . . .
Net equalization credits andcharges(a) . . . . . . . . . . . . . . . .

Total return(b) . . . . . . . . . . . . . .
21.45%(15.53)%29.79%
14.98%
4.11%
Ratios and Supplemental
Data:
Net assets, end of period(in 000s) . . . . . . . . . . . . . . . $403,967,579 $330,465,004 $384,852,540 $293,953,505 $274,259,440
Ratios to average net assets:
Total expenses (excluding
Trustee earnings credit and
fee waivers) . . . . . . . . . . . .
0.09%
0.09%
0.09%
0.09%
0.10%
Total expenses (excluding
Trustee earnings credit) . . .
0.09%
0.09%
0.09%
0.09%
0.10%
Net expenses(c) . . . . . . . . . . . .
0.09%
0.09%
0.09%
0.09%
0.09%
Net investment income(loss) . . . . . . . . . . . . . . . . . .
1.56%
1.40%
1.36%
1.81%
2.03%
Portfolio turnover rate(d) . . . . . . .
2%
2%
4%
2%
3%
(a) Per Unit numbers have been calculated using the average shares method, which more appropriately
presents per Unit data for the year.
(b) Total return is calculated assuming a purchase of Units at net asset value per Unit on the first day
and a sale at net asset value per Unit on the last day of each period reported. Distributions are
assumed, for the purposes of this calculation, to be reinvested at the net asset value per Unit on therespective payment dates of the Trust. Total return for a period of less than one year is notannualized. Broker commission charges are not included in this calculation.
(c) Net of expenses waived by the Trustee.
(d) Portfolio turnover rate excludes securities received or delivered from in-kind processing of creations
or redemptions of Units.

See accompanying notes to financial statements.
24

SPDR S&P 500® ETF Trust
Notes to Financial Statements
September 30, 2023
Note 1 — Organization
SPDR S&P 500® ETF Trust (the “Trust”) is a unit investment trust created under thelaws of the State of New York and registered under the Investment Company Act of1940, as amended. The Trust is an “Exchange-Traded Fund”, the units of which arelisted on and traded on the New York Stock Exchange (“NYSE”) under the symbol“SPY”, and operates under an exemptive order granted by the U.S. Securities andExchange Commission (the “SEC”). The Trust was created to provide investors withthe opportunity to purchase a security representing a proportionate undivided interestin a portfolio of securities consisting of substantially all of the component common
stocks, in substantially the same weighting, which comprise the Standard & Poor’s
500® Index (the “S&P 500® Index”). Each unit of fractional undivided interest in the
Trust is referred to as a “Unit”. The Trust commenced operations on January 22,
1993 upon the initial issuance of 150,000 Units (equivalent to three “Creation Units”— see Note 4) in exchange for a portfolio of securities assembled to reflect theintended portfolio composition of the Trust.
Under the Amended and Restated Standard Terms and Conditions of the Trust, as
amended (the “Trust Agreement”), PDR Services, LLC (the “Sponsor”) and State
Street Global Advisors Trust Company (the “Trustee”) are indemnified against
certain liabilities arising out of the performance of their duties to the Trust.
Additionally, in the normal course of business, the Trust enters into contracts that
contain general indemnification clauses. The Trust’s maximum exposure under thesearrangements is unknown as this would involve future claims that may be madeagainst the Trust that have not yet occurred. However, based on experience, theTrustee expects the risk of material loss to be remote.
The Sponsor is an indirect, wholly-owned subsidiary of Intercontinental Exchange,
Inc. (“ICE”). ICE is a publicly-traded entity, trading on the NYSE under the symbol“ICE.”
Note 2 — Summary of Significant Accounting Policies
The following is a summary of significant accounting policies followed by theTrustee (who is responsible for the preparation of the Trust’s financial statements) inthe preparation of the Trust’s financial statements:
The preparation of financial statements in accordance with U.S. generally accepted
accounting principles (“U.S. GAAP”) requires the Trustee to make estimates andassumptions that affect the reported amounts and disclosures in the financial
statements. Actual results could differ from those estimates. The Trust is aninvestment company under U.S. GAAP and follows the accounting and reporting
guidance applicable to investment companies.
25

SPDR S&P 500® ETF Trust
Notes to Financial Statements (continued)
September 30, 2023
Note 2 — Summary of Significant Accounting Policies – (continued)
Security Valuation
The Trust’s investments are valued at fair value each day that the NYSE is open and,for financial reporting purposes, as of the report date should the reporting period end
on a day that the NYSE is not open. Fair value is generally defined as the price a fundwould receive to sell an asset or pay to transfer a liability in an orderly transaction
between market participants at the measurement date. By its nature, a fair value priceis a good faith estimate of the valuation in a current sale and may not reflect an actual
market price. The investments of the Trust are valued pursuant to the policy andprocedures developed by the Oversight Committee of the Trustee (the “Committee”).
The Committee provides oversight of the valuation of investments for the Trust.
Valuation techniques used to value the Trust’s equity investments are as follows:
Equity investments (including preferred stocks) traded on a recognized securities
exchange for which market quotations are readily available are valued at the last saleprice or official closing price, as applicable, on the primary market or exchange on
which they trade. Equity investments traded on a recognized exchange for which
there were no sales on that day are valued at the last published sale price or at fairvalue.
In the event that prices or quotations are not readily available or that the applicationof these valuation methods results in a price for an investment that is deemed to be
not representative of the fair value of such investment, fair value will be determinedin good faith by the Committee, in accordance with the valuation policy andprocedures approved by the Trustee.
Fair value pricing could result in a difference between the prices used to calculate theTrust’s net asset value (“NAV”) and the prices used by the Trust’s underlying index,
the S&P 500® Index, which in turn could result in a difference between the Trust’s
performance and the performance of the S&P 500® Index.
The Trustee values the Trust’s assets and liabilities at fair value using a hierarchy thatprioritizes the inputs to valuation techniques, giving the highest priority to readily
available unadjusted quoted prices in active markets for identical assets or liabilities(Level 1 measurements) and the lowest priority to unobservable inputs (Level 3
measurements) when market prices are not readily available or reliable. The
categorization of a value determined for an investment within the hierarchy is based
upon the pricing transparency of the investment and is not necessarily an indicationof the risk associated with the investment.

26

SPDR S&P 500® ETF Trust
Notes to Financial Statements (continued)
September 30, 2023
Note 2 — Summary of Significant Accounting Policies – (continued)
The three levels of the fair value hierarchy are as follows:• Level 1 — Unadjusted quoted prices in active markets for identical assets or
liabilities;• Level 2 — Inputs other than quoted prices included within Level 1 that are
observable for the assets or liabilities either directly or indirectly, including
quoted prices for similar assets or liabilities in active markets, quoted prices
for identical or similar assets or liabilities in markets that are not considered
to be active, inputs other than quoted prices that are observable for the asset
or liability (such as exchange rates, financing terms, interest rates, yield
curves, volatilities, prepayment speeds, loss severities, credit risks and default
rates) or other market-corroborated inputs; and• Level 3 — Unobservable inputs for the asset or liability, including theCommittee’s assumptions used in determining the fair value of investments.
Investment Transactions and Income Recognition
Investment transactions are accounted for on the trade date for financial reporting
purposes. Dividend income and capital gain distributions, if any, are recognized on
the ex-dividend date, or when the information becomes available, net of any foreigntaxes withheld at source, if any. Non-cash dividends received in the form of stock, ifany, are recorded as dividend income at fair value. Distributions received by theTrust may include a return of capital that is estimated by the Trustee. Such amounts
are recorded as a reduction of the cost of investments or reclassified to capital gains.
The Trust invests in real estate investment trusts (“REITs”). REITs determine thecharacterization of their income annually and may characterize a portion of theirdistributions as a return of capital or capital gain. The Trustee’s policy is to record all
REIT distributions as dividend income initially and re-designate a portion to return ofcapital or capital gain distributions at year end based on information provided by the
REIT and/or Trustee’s estimates of such re-designations for which actual information
has not yet been reported. Realized gains and losses from the sale or disposition of
investments are determined using the identified cost method.
Distributions
The Trust declares and distributes dividends from net investment income, if any, toits holders of Units (“Unitholders”), quarterly. Capital gain distributions, if any, aregenerally declared and paid annually. Additional distributions may be paid by theTrust to avoid imposition of federal income and excise tax on any remaining
undistributed net investment income and capital gains. The amount and character of27

SPDR S&P 500® ETF Trust
Notes to Financial Statements (continued)
September 30, 2023
Note 2 — Summary of Significant Accounting Policies – (continued)
income and gains to be distributed are determined in accordance with federal tax
regulations which may differ from net investment income and realized gains
recognized for U.S. GAAP purposes.
Equalization
The Trustee follows the accounting practice known as “Equalization” by which a
portion of the proceeds from sales and costs of reacquiring the Trust’s Units,
equivalent on a per Unit basis to the amount of distributable net investment incomeon the date of the transaction, is credited or charged to undistributed net investment
income. As a result, undistributed net investment income per Unit is unaffected bysales or reacquisitions of the Trust’s Units. Amounts related to Equalization can befound on the Statements of Changes in Net Assets.
Federal Income Taxes
For U.S. federal income tax purposes, the Trust has qualified as a “regulated
investment company” under Subchapter M of the Internal Revenue Code of 1986, as
amended (a “RIC”), and intends to continue to qualify as a RIC. As a RIC, the Trust
will generally not be subject to U.S. federal income tax for any taxable year on
income, including net capital gains, that it distributes to its Unitholders, provided thatit distributes on a timely basis at least 90% of its “investment company taxable
income” determined prior to the deduction for dividends paid by the Trust (generally,
its taxable income other than net capital gain) for such taxable year. In addition,
provided that the Trust distributes substantially all of its ordinary income and capitalgains during each calendar year, the Trust will not be subject to U.S. federal excise
tax. Income and capital gain distributions are determined in accordance with U.S.
federal income tax principles, which may differ from U.S. GAAP. These book-tax
differences are primarily due to differing treatments for in-kind transactions, REITs
and losses deferred due to wash sales.
U.S. GAAP requires the evaluation of tax positions taken in the course of preparing
the Trust’s tax returns to determine whether the tax positions are more likely than not
to be sustained by the applicable tax authority. For U.S. GAAP purposes, the Trust
recognizes the tax benefits of uncertain tax positions only when the position is more
likely than not to be sustained, assuming examination by tax authorities.
The Trustee has reviewed the Trust’s tax positions for the open tax years as of
September 30, 2023 and has determined that no provision for income tax is requiredin the Trust’s financial statements. Generally, the Trust’s tax returns for the priorthree fiscal years remain subject to examinations by the Trust’s major tax
jurisdictions, which include the United States of America, the Commonwealth of28

SPDR S&P 500® ETF Trust
Notes to Financial Statements (continued)
September 30, 2023
Note 2 — Summary of Significant Accounting Policies – (continued)
Massachusetts and the State of New York. The Trustee has the Trust recognize
interest and penalties, if any, related to tax liabilities as income tax expense in theStatements of Operations. There were no such expenses for the year ended
September 30, 2023.
No income tax returns are currently under examination. The Trustee has analyzed therelevant tax laws and regulations and their application to the Trust’s facts andcircumstances and does not believe there are any uncertain tax positions that require
recognition of any tax liabilities. Any potential tax liability is also subject to ongoinginterpretation of laws by taxing authorities. The tax treatment of the Trust’s
investments may change over time based on factors including, but not limited to, newtax laws, regulations and interpretations thereof.
During the year ended September 30, 2023, the Trustee reclassified $24,776,307,339
of non-taxable security gains realized from the in-kind redemption of Creation Units(Note 4) as an increase to paid in capital in the Statement of Assets and Liabilities.
At September 30, 2023, the Trust had capital loss carryforwards that may be utilized
to offset any future net realized capital gains as follows:
Non-Expiring – Short Term . . . . . . . . . . . . . . . . . . . . . . . .
Non-Expiring – Long Term . . . . . . . . . . . . . . . . . . . . . . . .

$ 3,336,532,323
15,219,109,584

As of September 30, 2023, gross unrealized appreciation and gross unrealized
depreciation of investments based on cost for federal income tax purposes were as
follows:

SPDR S&P 500®
ETF Trust . . . . .

Tax Cost

Gross Unrealized
Appreciation

Gross Unrealized
Depreciation

Net
Unrealized
Appreciation(Depreciation)$467,633,517,883$8,128,768,006$71,854,400,142$(63,725,632,136)

The tax character of distributions paid during the years ended September 30, 2023,
2022, and 2021 were as follows:
Distributions paid from:

Ordinary Income

2023

2022

2021

$6,037,265,137$5,672,206,879$4,958,580,733

As of September 30, 2023, the components of distributable earnings (excluding
unrealized appreciation/ (depreciation)) were undistributed ordinary income of $0
and undistributed capital gain of $0.

29

SPDR S&P 500® ETF Trust
Notes to Financial Statements (continued)
September 30, 2023
Note 3 — Transactions with Affiliates of the Trustee and Sponsor
State Street Bank and Trust Company (“SSBT”), the parent of the Trustee, maintains
the Trust’s accounting records, acts as custodian and transfer agent to the Trust, andprovides administrative services, including the filing of certain regulatory reports.
The Trustee pays SSBT for such services. The Trustee oversees the services provided
by SSBT and is responsible for determining the composition of the portfolio ofsecurities which must be delivered and/or received in exchange for the issuance and/or redemption of Creation Units of the Trust, and for adjusting the composition of theTrust’s portfolio from time to time to conform to changes in the composition and/or
weighting structure of the S&P 500® Index. For these services, the Trustee received a
fee at the following annual rates for the year ended September 30, 2023:
Net asset value of the Trust

Fee as a percentage of net asset value of the Trust$0 - $499,999,999$500,000,000 - $2,499,999,999$2,500,000,000 and above

0.10% per annum plus or minus the Adjustment Amount
0.08% per annum plus or minus the Adjustment Amount
0.06% per annum plus or minus the Adjustment AmountThe adjustment amount (the “Adjustment Amount”) is the sum of (a) the excess ordeficiency of transaction fees received by the Trustee, less the expenses incurred inprocessing orders for the creation and redemption of Units and (b) the amounts
earned by the Trustee with respect to the cash held by the Trustee for the benefit of
the Trust. During the year ended September 30, 2023, the Adjustment Amountreduced the Trustee’s fee by $55,324,926. The Adjustment Amount included an
excess of net transaction fees from processing orders of $6,788,133 and a Trustee
earnings credit of $48,536,793.
The Trustee has voluntarily agreed to waive a portion of its fee, as needed, for one
year until February 1, 2024, so that the total operating expenses would not exceed
0.0945% per annum of the daily NAV of the Trust. No amounts were waived for theyears ended September 30, 2023, 2022 and 2021. The Trustee has not entered into anagreement with the Trust to recapture waived fees in subsequent periods, and theTrustee may discontinue the voluntary waiver.
In accordance with the Trust Agreement and under the terms of an exemptive orderissued by the SEC, dated December 30, 1997, the Sponsor is reimbursed by the Trustfor certain expenses up to a maximum of 0.20% of the Trust’s NAV on an annualizedbasis. The expenses reimbursed to the Sponsor for the years ended September 30,
2023, 2022 and 2021, did not exceed 0.20% per annum. The licensing and marketingfee disclosed below are subject to both the reimbursement from the Trust to theSponsor and expense limitation of 0.20% of the Trust’s NAV for the years ended
September 30, 2023, 2022 and 2021. The Trust reimbursed the Sponsor for $446,722,$300,191 and $519,011 of legal fees for the years ended September 30, 2023, 2022
and 2021, respectively, which are included in Legal and audit fees on the Statementsof Operations.
30

SPDR S&P 500® ETF Trust
Notes to Financial Statements (continued)
September 30, 2023
Note 3 — Transactions with Affiliates of the Trustee and Sponsor – (continued)
S&P Dow Jones Indices LLC (“S&P”), per a license from Standard & Poor’s
Financial Services LLC, and State Street Global Advisors Funds Distributors, LLC(“SSGA FD” or the “Marketing Agent”) have entered into a license agreement (the“License Agreement”). The License Agreement grants SSGA FD, an affiliate of theTrustee, a license to use the S&P 500® Index and to use certain trade names andtrademarks of S&P in connection with the Trust. The S&P 500® Index also serves as
the basis for determining the composition of the Trust’s portfolio. The Trustee (onbehalf of the Trust), the Sponsor and NYSE Arca, Inc. (“NYSE Arca”, the principal
U.S. listing exchange for the Trust) have each received a sublicense from SSGA FD
for the use of the S&P 500® Index and certain trade names and trademarks inconnection with their rights and duties with respect to the Trust. The License
Agreement may be amended without the consent of any of the owners of beneficial
interests of Units. Currently, the License Agreement is scheduled to terminate on
November 29, 2031, but its term may be extended without the consent of any of theowners of beneficial interests of Units. Pursuant to such arrangements and inaccordance with the Trust Agreement, the Trust reimburses the Sponsor for paymentof fees under the License Agreement to S&P equal to 0.03% of the daily size of theTrust (based on Unit closing price and outstanding Units) plus an annual license feeof $600,000.
The Sponsor has entered into an agreement with the Marketing Agent pursuant towhich the Marketing Agent has agreed to market and promote the Trust. The
Marketing Agent is reimbursed by the Sponsor for the expenses it incurs forproviding such services out of amounts that the Trust reimburses the Sponsor.
Expenses incurred by the Marketing Agent include, but are not limited to: printing
and distribution of marketing materials describing the Trust, associated legal,
consulting, advertising and marketing costs and other out-of-pocket expenses.
ALPS Distributors, Inc. (the “Distributor”) serves as the distributor of the Units. The
Sponsor pays the Distributor for its services a flat annual fee of $25,000, and theTrust does not reimburse the Sponsor for this fee.
Investments in Affiliates of the Trustee and the Sponsor
The Trust has invested in companies that are considered affiliates of the Trustee(State Street Corp.) and the Sponsor (ICE). Such investments were made according to
the representative portion of the S&P 500® Index. The market values of theseinvestments at September 30, 2023 are listed in the Schedule of Investments.

31

SPDR S&P 500® ETF Trust
Notes to Financial Statements (continued)
September 30, 2023
Note 4 — Unitholder Transactions
Units are issued and redeemed by the Trust only in Creation Unit size aggregations of
50,000 Units. Such transactions are only permitted on an in-kind basis, with aseparate cash payment that is equivalent to the undistributed net investment income
per Unit (income equalization) and a balancing cash component to equate thetransaction to the NAV per Unit of the Trust on the transaction date. There is atransaction fee payable to the Trustee in connection with each creation andredemption of Creation Units made through the clearing process (the “TransactionFee”). The Transaction Fee is non-refundable, regardless of the NAV of the Trust.
The Transaction Fee is the lesser of $3,000 or 0.10% (10 basis points) of the value of
one Creation Unit at the time of creation per participating party per day, regardless ofthe number of Creation Units created or redeemed on such day. The Transaction Fee
is currently $3,000. For creations and redemptions outside the clearing process,including orders from a participating party restricted from engaging in transactions in
one or more of the common stocks that are included in the S&P 500® Index, an
additional amount not to exceed three (3) times the Transaction Fee applicable for
one Creation Unit is charged per Creation Unit per day.
Note 5 — Investment Transactions
For the year ended September 30, 2023, the Trust had in-kind contributions, in-kindredemptions, purchases and sales of investment securities of $430,007,724,617,$422,214,360,877, $8,057,095,522, and $8,277,131,134, respectively. Net realized
gain (loss) on investment transactions in the Statement of Operations includes net
gains resulting from in-kind transactions of $24,776,307,339.
Note 6 — Equity Investing and Market Risk
An investment in the Trust involves risks similar to those of investing in any fund of
equity securities, such as market fluctuations caused by such factors as economic andpolitical developments, changes in interest rates, perceived trends in securities prices,war, acts of terrorism, the spread of infectious disease or other public health issues.
Local, regional or global events such as war, acts of terrorism, the spread of infectious
disease or other public health issues, recessions, or other events could have a significant
impact on the Trust and its investments and could result in increased premiums or
discounts to the Trust’s net asset value. For example, Russia’s recent launch of a largescale invasion of Ukraine has resulted in sanctions against Russian governmental
institutions, Russian entities, and Russian individuals that may result in the devaluationof Russian currency; a downgrade in the country’s credit rating; a freeze of Russian
foreign assets; and a decline in the value and liquidity of Russian securities, properties,
32

SPDR S&P 500® ETF Trust
Notes to Financial Statements (continued)
September 30, 2023
Note 6 — Equity Investing and Market Risk – (continued)
or interests. These sanctions as well as the potential for military escalation and othercorresponding events, and the resulting disruption of the Russian economy, may cause
volatility in other regional and global markets and may negatively impact theperformance of various sectors and industries, as well as companies in other countries,
which could have a negative effect on the performance of the Trust, even if the Trustdoes not have direct exposure to securities of Russian issuers.
An investment in the Trust is subject to the risks of any investment in a broadly based
portfolio of equity securities, including the risk that the general level of stock prices
may decline, thereby adversely affecting the value of such investment. The value ofcommon stocks actually held by the Trust and that make up the Trust’s portfolio (the“Portfolio Securities”) may fluctuate in accordance with changes in the financial
condition of the issuers of Portfolio Securities, the value of equity securities generally
and other factors. The identity and weighting of common stocks that are included in
the S&P 500® Index and the Portfolio Securities change from time to time.
The financial condition of issuers of Portfolio Securities may become impaired or thegeneral condition of the stock market may deteriorate, either of which may cause adecrease in the value of the Trust’s portfolio and thus in the value of Units. Since theTrust is not actively managed, the adverse financial condition of an issuer will not
result in its elimination from the Trust’s portfolio unless such issuer is removed fromthe S&P 500® Index. Equity securities are susceptible to general stock market
fluctuations and to volatile increases and decreases in value as market confidence inand 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, as well as war, acts of terrorism and the spread of infectious disease or otherpublic health issues.
An outbreak of infectious respiratory illness caused by a novel coronavirus known as
COVID-19 was first detected in China in December 2019 and was declared apandemic by the World Health Organization in March 2020. This coronavirus has
resulted in travel restrictions, restrictions on gatherings of people (including closingsof, or limitations on, dining and entertainment establishments, as well as schools anduniversities), closed businesses (or businesses that are restricted in their operations),
closed international borders, enhanced health screenings at ports of entry andelsewhere, disruption of and delays in healthcare service preparation and delivery,
prolonged quarantines, cancellations, supply chain disruptions, and lower consumer
demand, as well as general concern and uncertainty. The impact of COVID-19, andother infectious disease outbreaks that may arise in the future, could adversely affectthe economies of many nations or the entire global economy, individual issuers and33

SPDR S&P 500® ETF Trust
Notes to Financial Statements (continued)
September 30, 2023
Note 6 — Equity Investing and Market Risk – (continued)
capital markets in ways that cannot necessarily be foreseen. Public health crises
caused by the COVID-19 outbreak may exacerbate other pre-existing political, socialand economic risks in certain countries or globally. The duration of the COVID-19
outbreak cannot be determined with certainty. The risk of further spreading of
COVID-19 has led to significant uncertainty and volatility in the financial markets,
liquidity constraints and disruption to the global economy, the consequences ofwhich are currently unpredictable. Certain of the Trust’s investments have exposure
to businesses that, as a result of COVID-19, have experienced a slowdown or
temporary suspension in business activities. Additionally, governments and central
banks, including the Federal Reserve in the United States, have taken extraordinary
and unprecedented actions to support local and global economies and the financial
markets. The impact of these measures, and whether they will be effective to mitigate
the economic and market disruptions, will not be known for some time. These
factors, as well as any restrictive measures instituted in order to prevent or control apandemic or other public health crisis, such as the one posed by COVID-19, could
have a material and adverse effect on the Trust’s investments.
Holders of common stocks of any given issuer incur more risk than holders ofpreferred stocks and debt obligations of the issuer because the rights of common
stockholders, as owners of the issuer, generally are subordinate to the rights ofcreditors of, or holders of debt obligations or preferred stocks issued by, such issuer.
Further, unlike debt securities that typically have a stated principal amount payable atmaturity, or preferred stocks that typically have a liquidation preference and may
have stated optional or mandatory redemption provisions, common stocks haveneither a fixed principal amount nor a maturity. Equity securities values are subject tomarket fluctuations as long as the equity securities remain outstanding. The value of
the Trust’s portfolio will fluctuate over the entire life of the Trust.
There can be no assurance that the issuers of Portfolio Securities will pay dividends.
Distributions generally depend upon the declaration of dividends by the issuers ofPortfolio Securities and the declaration of such dividends generally depends uponvarious factors, including the financial condition of the issuers and general economic
conditions.
Note 7 — Subsequent Events
The Trustee has evaluated the impact of all subsequent events on the Trust throughthe date on which the financial statements were issued and has determined that there
were no subsequent events requiring adjustment or disclosure in the financial
statements.
34

SPDR S&P 500® ETF Trust
Schedule of Investments
September 30, 2023
Common Stocks

SharesValue

Common Stocks

3M Co. . . . . . . . . . 6,216,996 $ 582,035,166
A O Smith Corp. . . 1,400,677
92,626,770
AbbottLaboratories . . . . 19,509,480
1,889,493,138
AbbVie, Inc. . . . . . 19,842,798
2,957,767,470
Accenture PLC
Class A . . . . . . . 7,091,528
2,177,879,164
Activision Blizzard,
Inc. . . . . . . . . . . 8,023,871
751,275,042
Adobe, Inc.(a) . . . . . 5,124,204
2,612,831,620
Advanced Micro
Devices,Inc.(a) . . . . . . . . . 18,165,814
1,867,808,995
AES Corp. . . . . . . . 7,525,626
114,389,515
Aflac, Inc. . . . . . . . 6,077,315
466,433,926
Agilent
Technologies,
Inc. . . . . . . . . . . 3,329,699
372,326,942
Air Products &Chemicals,Inc. . . . . . . . . . . 2,495,158
707,127,777
Airbnb, Inc.
Class A(a) . . . . . . 4,792,993
657,646,570
AkamaiTechnologies,
Inc.(a) . . . . . . . . . 1,715,669
182,787,375
Alaska Air Group,
Inc.(a) . . . . . . . . . 1,390,480
51,558,998
Albemarle Corp. . . 1,317,826
224,083,133
Alexandria Real
Estate Equities,
Inc. REIT . . . . . . 1,750,937
175,268,794
Align Technology,
Inc.(a) . . . . . . . . .
802,034
244,877,021
Allegion PLC . . . . .
995,731103,755,170
Alliant Energy
Corp. . . . . . . . . . 2,828,801
137,055,408
Allstate Corp. . . . . . 2,940,440
327,594,420
Alphabet, Inc.
Class A(a) . . . . . . 66,689,982
8,727,051,045
Alphabet, Inc.
Class C(a) . . . . . . 56,737,704
7,480,866,272
Altria Group,
Inc. . . . . . . . . . . 19,950,478
838,917,600
Amazon.com,
Inc.(a) . . . . . . . . . 102,059,546 12,973,809,488

SharesValue

Amcor PLC . . . . . . 16,542,440 $ 151,528,750
Ameren Corp. . . . . . 2,908,576
217,648,742
American Airlines
Group, Inc.(a) . . . . 7,330,973
93,909,764
American ElectricPower Co.,
Inc. . . . . . . . . . . . 5,779,867
434,761,596
American Express
Co. . . . . . . . . . . . 6,540,778
975,818,670
AmericanInternational
Group, Inc. . . . . . 8,003,228
484,995,617
American Tower
Corp. REIT . . . . . 5,237,460
861,300,297
American Water
Works Co.,
Inc. . . . . . . . . . . . 2,174,505
269,268,954
Ameriprise
Financial, Inc. . . . 1,153,770
380,374,894
AMETEK, Inc. . . . . 2,587,630
382,348,209
Amgen, Inc. . . . . . . 6,015,990
1,616,857,472
Amphenol Corp.
Class A . . . . . . . . 6,694,575
562,277,354
Analog Devices,
Inc. . . . . . . . . . . . 5,637,002
986,982,680
ANSYS, Inc.(a) . . . .
975,915290,383,508
Aon PLCClass A . . . . . . . . 2,280,854
739,498,484
APA Corp. . . . . . . . 3,479,087
142,990,476
Apple, Inc. . . . . . . . 165,192,563 28,282,618,711
Applied Materials,
Inc. . . . . . . . . . . . 9,440,529
1,307,041,240
Aptiv PLC(a) . . . . . . 3,179,515
313,468,384
Arch Capital Group
Ltd.(a) . . . . . . . . . 4,161,346
331,700,890
Archer-DanielsMidland Co. . . . . 6,027,134
454,566,446
Arista Networks,
Inc.(a) . . . . . . . . . 2,819,063
518,510,258
Arthur J Gallagher &Co. . . . . . . . . . . . 2,416,361
550,761,163
Assurant, Inc. . . . . .
597,166
85,741,094
AT&T, Inc. . . . . . . . 80,309,898
1,206,254,668

See accompanying notes to financial statements.
35

SPDR S&P 500® ETF Trust
Schedule of Investments (continued)
September 30, 2023
Common Stocks

SharesAtmos Energy
Corp. . . . . . . . . . . 1,668,898 $Autodesk, Inc.(a) . . . . 2,402,703
Automatic Data
Processing, Inc. . . 4,631,704
AutoZone, Inc.(a) . . .
204,188
AvalonBay
Communities, Inc.
REIT . . . . . . . . . . 1,573,882
Avery Dennison
Corp. . . . . . . . . . .
906,003
Axon Enterprise,Inc.(a) . . . . . . . . . .
791,820
Baker Hughes Co. . . 11,265,321
Ball Corp. . . . . . . . . 3,523,057
Bank of America
Corp. . . . . . . . . . . 77,721,248
Bank of New York
Mellon Corp. . . . . 8,755,210
Bath & Body Works,
Inc. . . . . . . . . . . . 2,556,249
Baxter International,
Inc. . . . . . . . . . . . 5,686,172
Becton Dickinson &Co. . . . . . . . . . . . . 3,261,273
Berkshire Hathaway,
Inc. Class B(a) . . . . 20,502,126
Best Buy Co., Inc. . . 2,183,119
Biogen, Inc.(a) . . . . . . 1,624,717
Bio-RadLaboratories, Inc.
Class A(a) . . . . . . .
234,719
Bio-Techne Corp. . . 1,772,211
BlackRock, Inc. . . . . 1,577,590
Blackstone, Inc. . . . . 7,979,182
Boeing Co.(a) . . . . . . 6,378,970
Booking Holdings,
Inc.(a) . . . . . . . . . .
401,137
BorgWarner, Inc. . . . 2,672,316
Boston Properties,
Inc. REIT . . . . . . . 1,578,121
Boston Scientific
Corp.(a) . . . . . . . . . 16,460,885
Bristol-Myers Squibb
Co. . . . . . . . . . . . . 23,486,112

Value

Common Stocks

SharesValue

Broadcom, Inc. . . . . 4,639,325 $ 3,853,330,558
Broadridge Financial
Solutions, Inc. . . . 1,323,557
236,982,881
Brown & Brown,Inc. . . . . . . . . . . . 2,648,357
184,961,253
Brown-Forman Corp.
Class B . . . . . . . . 2,028,982
117,051,972
Bunge Ltd. . . . . . . . . 1,691,739
183,130,747
Cadence Design
Systems, Inc.(a) . . . 3,055,756
715,963,631
Caesars
Entertainment,
Inc.(a) . . . . . . . . . . 2,383,285
110,465,260
Camden Property
Trust REIT . . . . . . 1,200,159
113,511,038
Campbell Soup
Co. . . . . . . . . . . . . 2,211,800
90,860,744
Capital One Financial
Corp. . . . . . . . . . . 4,287,612
416,112,745
Cardinal Health,Inc. . . . . . . . . . . . 2,862,058
248,483,876
CarMax, Inc.(a) . . . . . 1,778,581
125,799,034
Carnival Corp.(a) . . . . 11,291,595
154,920,683
Carrier Global
Corp. . . . . . . . . . . 9,434,511
520,785,007
Catalent, Inc.(a) . . . . . 2,028,840
92,373,085
Caterpillar, Inc. . . . . 5,734,983
1,565,650,359
Cboe Global
Markets, Inc. . . . . 1,184,329
185,004,033
CBRE Group, Inc.
Class A(a) . . . . . . . 3,483,212
257,270,038
CDW Corp. . . . . . . . 1,507,152
304,082,988
Celanese Corp. . . . . . 1,117,184
140,228,936
Cencora, Inc. . . . . . . 1,874,154
337,291,495
Centene Corp.(a) . . . . 6,087,497
419,306,793
CenterPoint Energy,
Inc. . . . . . . . . . . . 7,092,699
190,438,968
Ceridian HCM
Holding, Inc.(a) . . . 1,717,286
116,517,855
CF Industries
Holdings, Inc. . . . 2,169,254
185,991,838
CH Robinson
Worldwide,
Inc. . . . . . . . . . . . 1,308,719
112,719,967

176,786,365
497,143,278
1,114,295,348
518,635,478

270,298,495
165,499,568
157,564,262
397,891,138
175,377,777
2,128,007,770
373,409,706
86,401,216
214,596,131
843,136,909
7,181,894,738
151,661,277
417,568,516

84,135,026
120,634,403
1,019,896,159
854,889,559
1,222,720,970
1,237,086,451
107,881,397
93,866,637
869,134,728
1,363,133,940

See accompanying notes to financial statements.
36

SPDR S&P 500® ETF Trust
Schedule of Investments (continued)
September 30, 2023
Common Stocks

SharesCharles River
Laboratories
International,
Inc.(a) . . . . . . . . . .
572,850 $Charles Schwab
Corp. . . . . . . . . . . 16,717,006
Charter
Communications,
Inc. Class A(a) . . . . 1,144,463
Chevron Corp. . . . . . 19,946,705
Chipotle Mexican
309,988
Grill, Inc.(a) . . . . .
Chubb Ltd. . . . . . . . . 4,617,507
Church & DwightCo., Inc. . . . . . . . . 2,747,772
Cigna Group . . . . . . 3,327,465
Cincinnati Financial
Corp. . . . . . . . . . . 1,763,263
Cintas Corp. . . . . . . .
972,728
Cisco Systems,
Inc. . . . . . . . . . . . 45,812,345
Citigroup, Inc. . . . . . 21,649,194
Citizens Financial
Group, Inc. . . . . . . 5,309,751
Clorox Co. . . . . . . . . 1,391,984
CME Group, Inc. . . . 4,046,539
CMS Energy
Corp. . . . . . . . . . . 3,281,059
Coca-Cola Co. . . . . . 43,753,746
CognizantTechnology
Solutions Corp.
Class A . . . . . . . . 5,677,655
Colgate-Palmolive
Co. . . . . . . . . . . . . 9,293,625
Comcast Corp.
Class A . . . . . . . . 46,269,490
Comerica, Inc. . . . . . 1,475,288
Conagra Brands,
Inc. . . . . . . . . . . . 5,333,936
ConocoPhillips . . . . . 13,462,462
Consolidated Edison,Inc. . . . . . . . . . . . 3,877,639
Constellation Brands,
Inc. Class A . . . . . 1,813,502

Value

Common Stocks

SharesConstellation Energy
Corp. . . . . . . . . . . 3,615,295 $Cooper Cos., Inc. . . .
555,785
Copart, Inc.(a) . . . . . . 9,769,027
Corning, Inc. . . . . . . 8,577,253
Corteva, Inc. . . . . . . 7,979,326
CoStar Group,
Inc.(a) . . . . . . . . . . 4,575,055
Costco Wholesale
Corp. . . . . . . . . . . 4,981,740
Coterra Energy,
Inc. . . . . . . . . . . . 8,543,460
Crown Castle, Inc.
REIT . . . . . . . . . . 4,870,707
CSX Corp. . . . . . . . . 22,555,693
Cummins, Inc. . . . . . 1,591,890
CVS Health Corp. . . 14,439,654
Danaher Corp. . . . . . 7,387,807
Darden Restaurants,
Inc. . . . . . . . . . . . 1,358,980
DaVita, Inc.(a) . . . . . .
605,379
Deere & Co. . . . . . . . 3,065,384
Delta Air Lines,
Inc. . . . . . . . . . . . 7,224,628
DENTSPLY
SIRONA, Inc. . . . 2,379,826
Devon Energy
Corp. . . . . . . . . . . 7,201,767
Dexcom, Inc.(a) . . . . . 4,345,210
Diamondback
Energy, Inc. . . . . . 2,010,148
Digital Realty Trust,
Inc. REIT . . . . . . . 3,403,167
Discover Financial
Services . . . . . . . . 2,810,140
Dollar General
Corp. . . . . . . . . . . 2,471,243
Dollar Tree, Inc.(a) . . 2,342,273
Dominion Energy,
Inc. . . . . . . . . . . . 9,388,275
Domino’s Pizza,
Inc. . . . . . . . . . . .
394,551
Dover Corp. . . . . . . . 1,578,074

112,267,143
917,763,629

503,357,717
3,363,413,397
567,845,318
961,272,607
251,778,348
951,887,913
180,364,172
467,891,895
2,462,871,667
890,431,349
142,301,327
182,433,423
810,198,039
174,257,043
2,449,334,701

384,604,350
660,869,674
2,051,589,187
61,298,216
146,256,525
1,612,802,948
331,654,464
455,787,458

See accompanying notes to financial statements.
37

Value

394,356,379
176,745,188
420,947,373
261,348,899
408,222,318
351,775,979
2,814,483,830
231,100,593
448,251,165
693,587,560
363,683,189
1,008,176,642
1,832,914,917
194,633,116
57,226,477
1,156,814,614
267,311,236
81,294,856
343,524,286
405,408,093
311,331,722
411,851,270
243,442,428
261,457,509
249,334,961
419,374,244
149,451,973
220,157,104

SPDR S&P 500® ETF Trust
Schedule of Investments (continued)
September 30, 2023
Common Stocks

SharesValue

Common Stocks

SharesValue

Exelon Corp. . . . . . . 11,196,230 $ 423,105,532
Expedia Group,
Inc.(a) . . . . . . . . . . 1,549,656
159,723,044
Expeditors
International of
Washington,
Inc. . . . . . . . . . . . 1,662,673
190,592,206
Extra Space Storage,
Inc. REIT . . . . . . . 2,381,121
289,496,691
Exxon Mobil
Corp. . . . . . . . . . . 45,004,743
5,291,657,682
F5, Inc.(a) . . . . . . . . .
666,495
107,399,004
FactSet Research
Systems, Inc. . . . .
431,146
188,522,900
Fair Isaac Corp.(a) . . .
279,515
242,767,163
Fastenal Co. . . . . . . . 6,431,505
351,417,433
Federal Realty
Investment Trust
REIT . . . . . . . . . .
822,850
74,574,896
FedEx Corp. . . . . . . 2,601,545
689,201,301
Fidelity National
Information
Services, Inc. . . . . 6,674,463
368,897,570
Fifth Third
Bancorp . . . . . . . . 7,654,753
193,894,893
First Solar, Inc.(a) . . . 1,201,315
194,120,491
FirstEnergy Corp. . . . 5,801,402
198,291,920
Fiserv, Inc.(a) . . . . . . 6,853,194
774,136,794
FleetCor
Technologies,
Inc.(a) . . . . . . . . . .
829,726
211,862,237
FMC Corp. . . . . . . . 1,411,772
94,546,371
Ford Motor Co. . . . . 44,259,791
549,706,604
Fortinet, Inc.(a) . . . . . 7,293,253
427,968,086
Fortive Corp. . . . . . . 3,956,972
293,449,044
Fox Corp. Class A . . 2,852,050
88,983,960
Fox Corp. Class B . . 1,482,925
42,826,874
Franklin Resources,
Inc. . . . . . . . . . . . 3,212,912
78,973,377
Freeport-McMoRan,
Inc. . . . . . . . . . . . 16,103,467
600,498,284
Garmin Ltd. . . . . . . . 1,729,222
181,914,154
Gartner, Inc.(a) . . . . .
886,815
304,718,502
GE HealthCare
Technologies,
Inc. . . . . . . . . . . . 4,406,824
299,840,305
Gen Digital, Inc. . . . . 6,325,986
111,843,432

Dow, Inc. . . . . . . . . . . 7,915,072 $ 408,101,112
DR Horton, Inc. . . . . . 3,422,914
367,860,568
DTE Energy Co. . . . . 2,324,997
230,825,702
Duke Energy Corp. . . 8,662,498
764,552,073
DuPont de Nemours,
Inc. . . . . . . . . . . . . 5,161,514
384,997,329
DXC Technology
Co.(a) . . . . . . . . . . . 2,306,602
48,046,520
Eastman Chemical
Co. . . . . . . . . . . . . . 1,348,721
103,473,875
Eaton Corp. PLC . . . . 4,480,750
955,654,360
eBay, Inc. . . . . . . . . . 5,982,444
263,765,956
Ecolab, Inc. . . . . . . . . 2,852,021
483,132,357
EdisonInternational . . . . . . 4,295,958
271,891,182
Edwards Lifesciences
Corp.(a) . . . . . . . . . . 6,838,212
473,751,327
Electronic Arts,
Inc. . . . . . . . . . . . . 2,771,784
333,722,794
Elevance Health,Inc. . . . . . . . . . . . . 2,649,114
1,153,477,218
Eli Lilly & Co. . . . . . . 8,964,572
4,815,140,558
Emerson Electric
Co. . . . . . . . . . . . . . 6,437,092
621,629,974
Enphase Energy,Inc.(a) . . . . . . . . . . . 1,531,252
183,979,928
Entergy Corp. . . . . . . 2,385,161
220,627,392
EOG Resources,
Inc. . . . . . . . . . . . . 6,545,784
829,743,580
EPAM Systems,Inc.(a) . . . . . . . . . . . 642,914
164,386,681
EQT Corp. . . . . . . . . . 4,091,423
166,029,945
Equifax, Inc. . . . . . . . 1,377,330
252,299,309
Equinix, Inc. REIT . . . 1,052,027
764,045,129
Equity Residential
REIT . . . . . . . . . . . 3,838,386
225,351,642
Essex Property Trust,
Inc. REIT . . . . . . . . 721,103
152,938,735
Estee Lauder Cos.,
Inc. Class A . . . . . . 2,610,247
377,311,204
Etsy, Inc.(a) . . . . . . . . . 1,382,866
89,305,486
Everest Group Ltd. . . . 483,827
179,823,981
Evergy, Inc. . . . . . . . . 2,586,316
131,126,221
Eversource Energy . . . 3,924,281
228,196,940

See accompanying notes to financial statements.
38

SPDR S&P 500® ETF Trust
Schedule of Investments (continued)
September 30, 2023
Common Stocks

SharesGenerac Holdings,
Inc.(a) . . . . . . . . . .
700,986 $General Dynamics
Corp. . . . . . . . . . . 2,535,909
General Electric
Co. . . . . . . . . . . . . 12,235,692
General Mills,
Inc. . . . . . . . . . . . 6,578,803
General Motors
Co. . . . . . . . . . . . . 15,468,226
Genuine Parts Co. . . 1,578,595
Gilead Sciences,Inc. . . . . . . . . . . . 14,008,058
Global Payments,
Inc. . . . . . . . . . . . 2,923,078
Globe Life, Inc. . . . .
977,757
Goldman Sachs
Group, Inc. . . . . . . 3,706,214
Halliburton Co. . . . . 10,101,523
Hartford Financial
Services Group,
Inc. . . . . . . . . . . . 3,438,183
Hasbro, Inc. . . . . . . . 1,429,871
HCA Healthcare,Inc. . . . . . . . . . . . 2,262,879
Healthpeak
Properties, Inc.
REIT . . . . . . . . . . 6,160,217
Henry Schein,
Inc.(a) . . . . . . . . . . 1,468,210
Hershey Co. . . . . . . . 1,684,668
Hess Corp. . . . . . . . . 3,106,636
Hewlett Packard
Enterprise Co. . . . 14,505,852
Hilton Worldwide
Holdings, Inc. . . . 2,939,752
Hologic, Inc.(a) . . . . . 2,753,850
Home Depot, Inc. . . . 11,302,855
HoneywellInternational,
Inc. . . . . . . . . . . . 7,464,470
Hormel Foods
Corp. . . . . . . . . . . 3,244,431
Host Hotels &Resorts, Inc.
REIT . . . . . . . . . . 8,055,080
Howmet Aerospace,
Inc. . . . . . . . . . . . 4,402,528

Value

Common Stocks

SharesHP, Inc. . . . . . . . . . . 9,738,049 $Humana, Inc. . . . . . . 1,393,155
Huntington
Bancshares,
Inc. . . . . . . . . . . . 16,090,965
Huntington Ingalls
Industries, Inc. . . .
445,902
IDEX Corp. . . . . . . .
844,007
IDEXX Laboratories,
Inc.(a) . . . . . . . . . .
933,280
Illinois Tool Works,
Inc. . . . . . . . . . . . 3,093,813
Illumina, Inc.(a) . . . . . 1,769,530
Incyte Corp.(a) . . . . . 2,089,125
Ingersoll Rand,
Inc. . . . . . . . . . . . 4,561,676
Insulet Corp.(a) . . . . .
784,159
Intel Corp. . . . . . . . . 47,052,295
Intercontinental
Exchange,
Inc.(b) . . . . . . . . . . 6,433,366International
Business Machines
Corp. . . . . . . . . . . 10,243,481
International
Flavors &Fragrances, Inc. . . 2,868,041
International Paper
Co. . . . . . . . . . . . . 3,912,397
Interpublic Group of
Cos., Inc. . . . . . . . 4,370,220
Intuit, Inc. . . . . . . . . 3,148,248
Intuitive Surgical,
Inc.(a) . . . . . . . . . . 3,948,019
Invesco Ltd. . . . . . . . 5,096,415
Invitation Homes,
Inc. REIT . . . . . . . 6,497,008
IQVIA Holdings,
Inc.(a) . . . . . . . . . . 2,058,789
Iron Mountain, Inc.
REIT . . . . . . . . . . 3,275,164
J M Smucker Co. . . . 1,148,024
Jack Henry &Associates, Inc. . .
819,436
Jacobs Solutions,
Inc. . . . . . . . . . . . 1,415,689
JB Hunt Transport
Services, Inc. . . . .
918,090

76,379,435
560,359,812
1,352,655,751
420,977,604
509,987,411
227,917,546
1,049,763,867
337,293,970
106,311,519
1,199,219,664
409,111,681

243,801,557
94,571,668
556,622,976

113,101,584
109,014,593
337,068,373
475,315,308
251,966,649
441,491,955
191,117,190
3,415,270,667

1,378,986,188
123,385,711

129,445,136
203,616,920

See accompanying notes to financial statements.
39

Value
250,267,859
677,797,771

167,346,036
91,222,631
175,570,336
408,095,346
712,536,072
242,921,078
120,688,751
290,669,995
125,065,519
1,672,709,087

707,798,927

1,437,160,384

195,514,355
138,772,722
125,250,505
1,608,565,833
1,153,966,474
73,999,946
205,890,184
405,066,736
194,708,500
141,103,630
123,849,557
193,241,549
173,078,327

SPDR S&P 500® ETF Trust
Schedule of Investments (continued)
September 30, 2023
Common Stocks

SharesValue

Common Stocks

Johnson &Johnson . . . . . . . . 27,071,116 $ 4,216,326,317
Johnson Controls
International
PLC . . . . . . . . . . . 7,648,100
406,955,401
JPMorgan Chase &Co. . . . . . . . . . . . . 32,670,928
4,737,937,979
Juniper Networks,
Inc. . . . . . . . . . . . 3,609,753
100,315,036
Kellogg Co. . . . . . . . 2,963,674
176,368,240
Kenvue, Inc. . . . . . . 19,386,515
389,281,221
Keurig Dr Pepper,
Inc. . . . . . . . . . . . 11,309,929
357,054,459
KeyCorp. . . . . . . . . . 10,515,333
113,144,983
Keysight
Technologies,
Inc.(a) . . . . . . . . . . 2,004,936
265,273,082
Kimberly-Clark
Corp. . . . . . . . . . . 3,802,649
459,550,132
Kimco Realty Corp.
REIT . . . . . . . . . . 6,874,505
120,922,543
Kinder Morgan,
Inc. . . . . . . . . . . . 21,792,843
361,325,337
KLA Corp. . . . . . . . . 1,536,905
704,916,847
Kraft Heinz Co. . . . . 8,929,058
300,373,511
Kroger Co. . . . . . . . . 7,331,971
328,105,702
L3Harris
Technologies,
Inc. . . . . . . . . . . . 2,126,021
370,182,777
Laboratory Corp. of
America
Holdings . . . . . . .
996,904
200,427,549
Lam Research
Corp. . . . . . . . . . . 1,498,465
939,192,908
Lamb Weston
Holdings, Inc. . . . 1,610,590
148,915,151
Las Vegas Sands
Corp. . . . . . . . . . . 3,682,776
168,818,452
Leidos Holdings,
Inc. . . . . . . . . . . . 1,529,422
140,951,532
Lennar Corp.
Class A . . . . . . . . 2,838,906
318,610,420
Linde PLC . . . . . . . . 5,485,503
2,042,527,042
Live Nation
Entertainment,
Inc.(a) . . . . . . . . . . 1,591,995
132,199,265
LKQ Corp. . . . . . . . . 3,007,845
148,918,406

SharesValue

Lockheed Martin
Corp. . . . . . . . . . . 2,519,631 $ 1,030,428,294
Loews Corp. . . . . . . 2,078,914
131,616,045
Lowe’s Cos., Inc. . . . 6,587,510
1,369,148,078
LyondellBasell
Industries NV
Class A . . . . . . . . 2,852,968
270,176,070
M&T Bank Corp. . . . 1,870,136
236,478,697
Marathon Oil
Corp . . . . . . . . . . 6,809,162
182,145,084
Marathon Petroleum
Corp. . . . . . . . . . . 4,495,297
680,318,248
MarketAxess
Holdings, Inc. . . .
421,660
90,083,442
MarriottInternational, Inc.
Class A . . . . . . . . 2,816,397
553,590,994
Marsh & McLennan
Cos., Inc. . . . . . . . 5,553,289
1,056,790,897
Martin Marietta
Materials, Inc. . . .
694,953285,264,307
Masco Corp. . . . . . . 2,528,406
135,143,301
Mastercard, Inc.
Class A . . . . . . . . 9,353,866
3,703,289,088
Match Group,
Inc.(a) . . . . . . . . . . 3,149,011
123,362,506
McCormick & Co.,
Inc. . . . . . . . . . . . 2,818,852
213,217,965
McDonald’s
Corp. . . . . . . . . . . 8,192,727
2,158,292,001
McKesson Corp. . . . 1,516,498
659,449,155
Medtronic PLC . . . . 14,962,834
1,172,487,672
Merck & Co., Inc. . . 28,526,985
2,936,853,106
Meta Platforms, Inc.
Class A(a) . . . . . . . 24,986,558
7,501,214,577
MetLife, Inc. . . . . . . 7,101,897
446,780,340
Mettler-Toledo
International,
Inc.(a) . . . . . . . . . .
245,837
272,404,605
MGM Resorts
International(a) . . . 3,155,876
116,010,002
MicrochipTechnology,
Inc. . . . . . . . . . . . 6,119,701
477,642,663
Micron Technology,
Inc. . . . . . . . . . . . 12,294,092
836,367,079
Microsoft Corp. . . . . 83,514,381 26,369,665,801

See accompanying notes to financial statements.
40

SPDR S&P 500® ETF Trust
Schedule of Investments (continued)
September 30, 2023
Common Stocks

Shares

Mid-America
Apartment
Communities, Inc.
REIT . . . . . . . . . . 1,301,060 $Moderna, Inc.(a) . . . . 3,716,505
Mohawk Industries,
Inc.(a) . . . . . . . . . .
575,653
Molina Healthcare,
652,100
Inc.(a) . . . . . . . . . .
Molson Coors
Beverage Co.
Class B . . . . . . . . 2,104,682
MondelezInternational, Inc.
Class A . . . . . . . . 15,294,244
Monolithic Power
Systems, Inc. . . . .
536,907
Monster Beverage
Corp.(a) . . . . . . . . . 8,361,120
Moody’s Corp. . . . . . 1,768,729
Morgan Stanley . . . . 14,343,242
Mosaic Co. . . . . . . . 3,735,799
Motorola Solutions,
Inc. . . . . . . . . . . . 1,877,360
MSCI, Inc. . . . . . . . .
889,087
Nasdaq, Inc. . . . . . . . 3,800,510
NetApp, Inc. . . . . . . 2,369,894
Netflix, Inc.(a) . . . . . . 4,981,717
Newmont Corp. . . . . 8,942,411
News Corp.
Class A . . . . . . . . 4,282,507
News Corp.
Class B . . . . . . . . 1,298,413
NextEra Energy,
Inc. . . . . . . . . . . . 22,750,894
NIKE, Inc.
Class B. . . . . . . . . 13,772,372
NiSource, Inc. . . . . . 4,535,733
Nordson Corp. . . . . .
604,760
Norfolk Southern
Corp. . . . . . . . . . . 2,552,141
Northern Trust
Corp. . . . . . . . . . . 2,326,798
Northrop Grumman
Corp. . . . . . . . . . . 1,599,081
Norwegian CruiseLine Holdings
Ltd.(a) . . . . . . . . . . 4,649,810

Value

Common Stocks

SharesValue

NRG Energy, Inc. . . 2,575,707 $
99,216,234
Nucor Corp. . . . . . . . 2,796,285
437,199,160
NVIDIA Corp. . . . . . 27,764,031 12,077,075,845
NVR, Inc.(a) . . . . . . .
36,725
219,002,193
NXP Semiconductors
NV . . . . . . . . . . . 2,898,085
579,385,153
Occidental Petroleum
Corp. . . . . . . . . . . 7,459,108
483,946,927
Old Dominion
Freight Line,
Inc. . . . . . . . . . . . 1,007,219
412,093,582
Omnicom Group,
Inc. . . . . . . . . . . . 2,220,933
165,415,090
ON Semiconductor
Corp.(a) . . . . . . . . . 4,855,554
451,323,744
ONEOK, Inc. . . . . . . 6,544,317
415,106,027
Oracle Corp. . . . . . . 17,698,306
1,874,604,572
O’Reilly Automotive,
Inc.(a) . . . . . . . . . .
679,120
617,225,003
Organon & Co. . . . . 2,831,036
49,146,785
Otis Worldwide
Corp. . . . . . . . . . . 4,628,988
371,754,026
PACCAR, Inc. . . . . . 5,868,435
498,934,301
Packaging Corp. of
America . . . . . . . . 1,013,553
155,631,063
Palo Alto Networks,
Inc.(a) . . . . . . . . . . 3,438,529
806,128,739
Paramount Global
Class B . . . . . . . . 5,421,339
69,935,273
Parker-Hannifin
Corp. . . . . . . . . . . 1,444,913
562,822,512
Paychex, Inc. . . . . . . 3,608,208
416,134,629
Paycom Software,
Inc. . . . . . . . . . . .
546,813
141,772,207
PayPal Holdings,
Inc.(a) . . . . . . . . . . 12,344,418
721,654,676
Pentair PLC . . . . . . . 1,840,935
119,200,541
PepsiCo, Inc. . . . . . . 15,475,648
2,622,193,797
Pfizer, Inc. . . . . . . . . 63,472,759
2,105,391,416
PG&E Corp.(a) . . . . . 23,510,008
379,216,429
Philip MorrisInternational,
Inc. . . . . . . . . . . . 17,449,169
1,615,444,066
Phillips 66 . . . . . . . . 5,006,108
601,483,876
Pinnacle West
Capital Corp. . . . . 1,260,105
92,844,536
Pioneer Natural
Resources Co. . . . 2,621,253
601,708,626

167,381,369
383,877,801
49,396,784
213,817,069

133,836,728

1,061,420,534
248,051,034
442,721,304
559,219,048
1,171,412,574
132,994,444
511,092,486
456,172,758
184,666,781
179,827,557
1,881,096,339
330,422,086
85,907,090
27,097,879
1,303,398,717
1,316,914,211
111,941,890
134,964,289
502,593,127
161,665,925
703,899,465

76,628,869

See accompanying notes to financial statements.
41

SPDR S&P 500® ETF Trust
Schedule of Investments (continued)
September 30, 2023
Common Stocks

SharesValue

Common Stocks

PNC Financial
Services Group,
Inc. . . . . . . . . . . . 4,477,381 $ 549,688,065
Pool Corp. . . . . . . . .
439,002156,328,612
PPG Industries,
Inc. . . . . . . . . . . . 2,634,944
342,015,731
PPL Corp. . . . . . . . . 8,244,393
194,237,899
Principal Financial
Group, Inc. . . . . . . 2,499,913
180,168,730
Procter & Gamble
Co. . . . . . . . . . . . . 26,501,055
3,865,443,882
Progressive Corp. . . . 6,581,286
916,773,140
Prologis, Inc.
REIT . . . . . . . . . . 10,383,725
1,165,157,782
Prudential Financial,
Inc. . . . . . . . . . . . 4,080,981
387,244,287
PTC, Inc.(a) . . . . . . . 1,336,134
189,303,465
Public Service
Enterprise Group,
Inc. . . . . . . . . . . . 5,613,391
319,458,082
Public Storage
REIT . . . . . . . . . . 1,780,909
469,305,140
PulteGroup, Inc. . . . . 2,466,791
182,665,874
105,076,191
Qorvo, Inc.(a) . . . . . . 1,100,620
QUALCOMM,
Inc. . . . . . . . . . . . 12,544,381
1,393,178,954
Quanta Services,
Inc . . . . . . . . . . . . 1,632,244
305,343,885
Quest Diagnostics,
Inc. . . . . . . . . . . . 1,250,669
152,406,524
Ralph Lauren
Corp. . . . . . . . . . .
461,547
53,580,991
Raymond James
Financial, Inc. . . . 2,113,138
212,222,449
Realty Income Corp.
REIT . . . . . . . . . . 7,968,106
397,927,214
Regency Centers
Corp. REIT . . . . . 1,847,402
109,809,575
RegeneronPharmaceuticals,Inc.(a) . . . . . . . . . . 1,199,811
987,396,461
Regions Financial
Corp. . . . . . . . . . . 10,552,247
181,498,648
Republic Services,
Inc. . . . . . . . . . . . 2,302,458
328,123,290
ResMed, Inc. . . . . . . 1,648,242
243,725,545
Revvity, Inc. . . . . . . 1,395,638
154,497,127
Robert Half, Inc. . . . 1,204,018
88,230,439

SharesRockwellAutomation,
Inc. . . . . . . . . . . . 1,287,941 $Rollins, Inc. . . . . . . . 3,148,338
Roper Technologies,
Inc. . . . . . . . . . . . 1,192,795
Ross Stores, Inc. . . . . 3,829,986
Royal Caribbean
Cruises Ltd.(a) . . . . 2,649,525
RTX Corp. . . . . . . . . 16,363,079
S&P Global, Inc. . . . 3,657,987
Salesforce, Inc.(a) . . . 10,949,842
SBA
Communications
Corp. REIT . . . . . 1,216,053
Schlumberger NV . . 15,974,819
Seagate Technology
Holdings PLC . . . 2,186,821
Sealed Air Corp. . . . 1,622,972
Sempra . . . . . . . . . . 7,071,606
ServiceNow,
Inc.(a) . . . . . . . . . . 2,293,234
Sherwin-Williams
Co. . . . . . . . . . . . . 2,657,032
Simon Property
Group, Inc.
REIT . . . . . . . . . . 3,683,431
Skyworks Solutions,
Inc. . . . . . . . . . . . 1,796,722
Snap-on, Inc. . . . . . .
598,837
SolarEdge
Technologies,
Inc.(a) . . . . . . . . . .
629,895
Southern Co. . . . . . . 12,245,693
Southwest Airlines
Co. . . . . . . . . . . . . 6,679,701
Stanley Black &Decker, Inc. . . . . . 1,727,424
Starbucks Corp. . . . . 12,876,817
State Street Corp.(c) . . 3,581,968
Steel Dynamics,
Inc. . . . . . . . . . . . 1,750,658
STERIS PLC . . . . . . 1,108,911
Stryker Corp. . . . . . . 3,799,056
SynchronyFinancial . . . . . . . 4,701,464

See accompanying notes to financial statements.
42

Value

368,183,694
117,527,458
577,646,763
432,596,919
244,127,233
1,177,650,796
1,336,665,030
2,220,408,961

243,417,329
931,331,948
144,220,845
53,330,860
481,081,356
1,281,826,077
677,676,012

397,921,051
177,138,822
152,739,365

81,577,701
792,541,251
180,819,506
144,378,098
1,175,267,088
239,848,577
187,705,551
243,317,252
1,038,168,033
143,723,754

SPDR S&P 500® ETF Trust
Schedule of Investments (continued)
September 30, 2023
Common Stocks

SharesSynopsys, Inc.(a) . . . . 1,710,413 $Sysco Corp. . . . . . . . 5,678,393
T Rowe Price Group,
Inc. . . . . . . . . . . . . 2,527,443
Take-Two Interactive
Software,Inc.(a) . . . . . . . . . . 1,775,356
Tapestry, Inc. . . . . . . 2,605,989
Targa Resources
Corp. . . . . . . . . . . 2,514,650
Target Corp. . . . . . . . 5,177,101
TE Connectivity
Ltd. . . . . . . . . . . . 3,529,569
Teledyne
Technologies,
Inc.(a) . . . . . . . . . . 528,097
Teleflex, Inc. . . . . . . 528,528
Teradyne, Inc. . . . . . 1,731,617
Tesla, Inc.(a) . . . . . . . 31,043,610
Texas Instruments,
Inc. . . . . . . . . . . . . 10,207,824
Textron, Inc. . . . . . . . 2,226,827
Thermo Fisher
Scientific, Inc. . . . 4,338,668
TJX Cos., Inc. . . . . . 12,919,810
T-Mobile U.S.,
Inc.(a) . . . . . . . . . . 5,819,526
Tractor Supply
Co. . . . . . . . . . . . . 1,223,361
Trane Technologies
PLC . . . . . . . . . . . 2,567,800
TransDigm Group,
Inc.(a) . . . . . . . . . . 620,488
Travelers Cos.,
Inc. . . . . . . . . . . . . 2,573,791
Trimble, Inc.(a) . . . . . 2,792,976
Truist Financial
Corp. . . . . . . . . . . 14,924,664
Tyler Technologies,
Inc.(a) . . . . . . . . . . 468,464
Tyson Foods, Inc.
Class A . . . . . . . . . 3,217,361
U.S. Bancorp . . . . . . 17,503,960
UDR, Inc. REIT . . . . 3,441,763
Ulta Beauty, Inc.(a) . . 560,032
Union PacificCorp. . . . . . . . . . . 6,851,422

Value

Common Stocks

785,028,255
375,057,858

United Airlines
Holdings,
Inc.(a) . . . . . . . . . . 3,676,955 $United Parcel
Service, Inc.
Class B . . . . . . . . 8,131,173
United Rentals,
Inc. . . . . . . . . . . .
767,806
UnitedHealth Group,
Inc. . . . . . . . . . . . 10,413,873
Universal HealthServices, Inc.
Class B . . . . . . . .
698,648
Valero Energy Corp. 3,969,972
Ventas, Inc. REIT . . 4,506,724
VeriSign, Inc.(a) . . . . 1,008,520
Verisk Analytics,
Inc. . . . . . . . . . . . 1,633,217
VerizonCommunications,
Inc. . . . . . . . . . . . 47,262,573
VertexPharmaceuticals,Inc.(a) . . . . . . . . . . 2,896,310
VF Corp. . . . . . . . . . 3,721,776
Viatris, Inc. . . . . . . . 13,483,358
VICI Properties, Inc.
REIT . . . . . . . . . . 11,310,273
Visa, Inc. Class A . . 18,063,669
Vulcan Materials
Co. . . . . . . . . . . . . 1,495,102
W R Berkley
Corp. . . . . . . . . . . 2,286,966
Walgreens Boots
Alliance, Inc. . . . . 8,073,586
Walmart, Inc. . . . . . . 16,044,630
Walt Disney Co.(a) . . 20,581,807
Warner Bros
Discovery,
Inc.(a) . . . . . . . . . . 24,897,641
Waste Management,
Inc. . . . . . . . . . . . 4,143,873
Waters Corp.(a) . . . . .
664,336WEC Energy Group,
Inc. . . . . . . . . . . . 3,548,407

265,052,947

249,242,229
74,922,184
215,555,798
572,432,058
436,007,659

215,769,872
103,808,184
173,958,244
7,767,732,094
1,623,146,094
174,004,262
2,196,103,582
1,148,312,713
815,024,616
248,403,451
521,032,298
523,152,047
420,325,808
150,429,687
426,994,637
180,892,689
162,444,557
578,680,918
122,767,686
223,704,782
1,395,155,062

See accompanying notes to financial statements.
43

SharesValue

155,535,197

1,267,405,936
341,343,513
5,250,570,628

87,841,013
562,584,732
189,868,282
204,255,556
385,831,184

1,531,779,991

1,007,162,839
65,763,782
132,945,910
329,128,944
4,154,824,507
302,040,506
145,199,471
179,556,553
2,566,017,676
1,668,155,457

270,388,381
631,692,000
182,167,575
285,824,184

SPDR S&P 500® ETF Trust
Schedule of Investments (continued)
September 30, 2023
Common Stocks

SharesValue

Common Stocks

Wells Fargo &Co. . . . . . . . . . . . . 41,132,739 $ 1,680,683,716
Welltower, Inc.
REIT . . . . . . . . . . 5,831,428
477,710,582
West Pharmaceutical
Services, Inc. . . . .
830,218
311,506,096
Western DigitalCorp.(a) . . . . . . . . . 3,597,409
164,149,773
Westinghouse Air
BrakeTechnologies
Corp. . . . . . . . . . . 2,013,530
213,977,833
Westrock Co. . . . . . . 2,848,527
101,977,267
Weyerhaeuser Co.
REIT. . . . . . . . . . . 8,214,980
251,871,287
Whirlpool Corp. . . . .
610,668
81,646,312
Williams Cos.,
Inc. . . . . . . . . . . . 13,659,230
460,179,459
Willis Towers
Watson PLC . . . . 1,178,251
246,207,329
WW Grainger,
Inc. . . . . . . . . . . .
500,070
345,968,429
Wynn Resorts
Ltd. . . . . . . . . . . . 1,088,914
100,626,543

SharesXcel Energy, Inc. . . . 6,156,201 $Xylem, Inc. . . . . . . . . 2,683,573
Yum! Brands, Inc. . . . 3,150,357
Zebra Technologies
Corp. Class A(a) . . . 580,490
Zimmer Biomet
Holdings, Inc. . . . . 2,348,884
Zions Bancorp NA . . 1,689,368
Zoetis, Inc. . . . . . . . . 5,175,128

Value
352,257,821
244,285,650
393,605,604
137,303,300
263,591,762
58,942,050
900,368,769

Total Common Stocks(Cost $467,601,685,458) . . . . $403,907,885,747(a) Non-income producing security.
(b) Affiliate of the PDR Services LLC (the“Sponsor”). See the table below for more
information.
(c) Affiliate of State Street Global Advisors
Trust Company (the “Trustee”). See the tablebelow for more information.
PLC = Public Limited Company
REIT = Real Estate Investment Trust

See accompanying notes to financial statements.
44

SPDR S&P 500® ETF Trust
Schedule of Investments (continued)
September 30, 2023
The following table summarizes the value of the Trust’s investments according to thefair value hierarchy as of September 30, 2023.
Description

Level 2 — Other
Level 1 —Significant
Level 3 — Significant
Quoted Prices Observable Inputs Unobservable Inputs

ASSETS:INVESTMENTS:
Common Stocks . . . . $403,907,885,747$—

See accompanying notes to financial statements.
45

$—

Total

$403,907,885,747

SPDR S&P 500® ETF Trust
Schedule of Investments (continued)
September 30, 2023
Investments in Affiliates of the Trustee and the Sponsor
SPDR S&P 500® ETF Trust has invested in State Street Corp., which is considered
an affiliate of the Trustee and Intercontinental Exchange, Inc., which is considered anaffiliate of the Sponsor. Amounts related to these investments at September 30, 2023
and for the year then ended are (Note 3):
Numberof
SharesHeld at Value At
9/30/22
9/30/22

Cost of
Purchases*

Proceeds
fromSharesSold*

NumberChange inofRealized Unrealized Shares
Gain Appreciation/ Held at(Loss) Depreciation 9/30/23

Value at9/30/23

Dividend
IncomeIntercontinental
Exchange,
Inc. . . . . . 6,118,547 $552,810,721 $ 761,055,631 $ 728,623,517 $ 8,820,304 $113,735,788 6,433,366 $707,798,927 $10,183,442
State Street
Corp. . . . . 3,973,516 241,629,508 330,259,532 361,667,316 (11,221,583) 40,848,436 3,581,968 239,848,577 9,812,626
TOTAL . . .
*$794,440,229 $1,091,315,163 $1,090,290,833 $ (2,401,279) $154,584,224$947,647,504 $19,996,068

Purchased and Sold figures include securities received or delivered from processing creations orredemptions of Units.

See accompanying notes to financial statements.
46

SPDR S&P 500® ETF Trust
Portfolio Statistics
September 30, 2023
INDUSTRY BREAKDOWN AS OF SEPTEMBER 30, 2023*
Industry
Software . . . . . . . . . . . . . . . . . . . . . .
Semiconductors & Semiconductor
Equipment . . . . . . . . . . . . . . . . . . .
Technology Hardware, Storage &Peripherals . . . . . . . . . . . . . . . . . . .
Interactive Media & Services . . . . . .
Financial Services . . . . . . . . . . . . . . .
Oil, Gas & Consumable Fuels . . . . . .
Pharmaceuticals . . . . . . . . . . . . . . . . .
Banks . . . . . . . . . . . . . . . . . . . . . . . . .
Broadline Retail . . . . . . . . . . . . . . . . .
Health Care Providers & Services . . .
Health Care Equipment & Supplies . . .
Automobiles . . . . . . . . . . . . . . . . . . .
Insurance . . . . . . . . . . . . . . . . . . . . . .
Hotels, Restaurants & Leisure . . . . . .
Biotechnology . . . . . . . . . . . . . . . . . .
Specialty Retail . . . . . . . . . . . . . . . . .
Capital Markets . . . . . . . . . . . . . . . . .
Consumer Staples Distribution &Retail . . . . . . . . . . . . . . . . . . . . . . .
Machinery . . . . . . . . . . . . . . . . . . . . .
Chemicals . . . . . . . . . . . . . . . . . . . . .
Beverages . . . . . . . . . . . . . . . . . . . . .
Electric Utilities . . . . . . . . . . . . . . . . .
Life Sciences Tools & Services . . . . .
Aerospace & Defense . . . . . . . . . . . .
Household Products . . . . . . . . . . . . . .
Entertainment . . . . . . . . . . . . . . . . . .
IT Services . . . . . . . . . . . . . . . . . . . . .
Specialized REITs . . . . . . . . . . . . . . .
Food Products . . . . . . . . . . . . . . . . . .
Communications Equipment . . . . . . .
Industrial Conglomerates . . . . . . . . .
Ground Transportation . . . . . . . . . . .
Media . . . . . . . . . . . . . . . . . . . . . . . . .
Professional Services . . . . . . . . . . . . .
Multi-Utilities . . . . . . . . . . . . . . . . . .
Diversified Telecommunication
Services . . . . . . . . . . . . . . . . . . . . .
Tobacco . . . . . . . . . . . . . . . . . . . . . . .
Electrical Equipment . . . . . . . . . . . . .
Electronic Equipment, Instruments &Components . . . . . . . . . . . . . . . . . .

% ofNet Assets

Industry

10.2%
7.4
7.2
5.9
4.4
4.3
4.1
3.8
3.3
3.0
2.6
2.2
2.2
2.1
2.1
2.1
2.1
1.8
1.8
1.7
1.6
1.6
1.6
1.5
1.3
1.3
1.2
1.1
1.0
0.9
0.8
0.8
0.8
0.7
0.7

% of
Net Assets

Air Freight & Logistics . . . . . . . . . . .
Commercial Services & Supplies . . .
Building Products . . . . . . . . . . . . . . .
Consumer Finance . . . . . . . . . . . . . . .
Energy Equipment & Services . . . . .
Metals & Mining . . . . . . . . . . . . . . . .
Textiles, Apparel & Luxury
Goods . . . . . . . . . . . . . . . . . . . . . .
Household Durables . . . . . . . . . . . . .
Residential REITs . . . . . . . . . . . . . . .
Industrial REITs . . . . . . . . . . . . . . . .
Retail REITs . . . . . . . . . . . . . . . . . . .
Trading Companies & Distributors . . .
Containers & Packaging . . . . . . . . . .
Wireless Telecommunication
Services . . . . . . . . . . . . . . . . . . . . .
Health Care REITs . . . . . . . . . . . . . .
Personal Care Products . . . . . . . . . . .
Passenger Airlines . . . . . . . . . . . . . . .
Real Estate Management &Development . . . . . . . . . . . . . . . . .
Construction Materials . . . . . . . . . . .
Distributors . . . . . . . . . . . . . . . . . . . .
Automobile Components . . . . . . . . . .
Construction & Engineering . . . . . . .
Water Utilities . . . . . . . . . . . . . . . . . .
Office REITs . . . . . . . . . . . . . . . . . . .
Gas Utilities . . . . . . . . . . . . . . . . . . . .
Hotel & Resort REITs . . . . . . . . . . . .
Independent Power & Renewable
Electricity Producers . . . . . . . . . . .
Leisure Equipment & Products . . . . .
Other Assets in Excess of
Liabilities . . . . . . . . . . . . . . . . . . . .

0.0**

Total . . . . . . . . . . . . . . . . . . . . . . . . .

100.0%

*

0.6%
0.5
0.4
0.4
0.4
0.4
0.4
0.3
0.3
0.3
0.3
0.3
0.2
0.2
0.2
0.2
0.2
0.1
0.1
0.1
0.1
0.1
0.1
0.1
0.0**
0.0**
0.0**
0.0**

The Trust’s industry breakdown is expressed
as a percentage of net assets and may changeover time.
** Amount shown represents less than 0.05% of
net assets.

0.7
0.6
0.6
0.6

See accompanying notes to financial statements.
47

SPDR S&P 500® ETF Trust
Other Information
September 30, 2023 (Unaudited)
For U.S. federal income tax purposes, the Trust reports the maximum amountallowable of its net taxable income as eligible for the corporate dividends received
deduction.
For the fiscal year ended September 30, 2023, certain dividends paid by the Trust
may be designated as qualified dividend income for U.S. federal income tax purposes
and are eligible for reduced tax rates in the case of certain non-corporate unitholders
that meet applicable holding period requirements with respect to their Units.
Complete information will be reported in conjunction with your 2023 Form
1099-DIV.
The Trust reports the maximum amount allowable of qualified REIT dividends
eligible for the qualified business income deduction under Section 199A.

48

SPDR S&P 500® ETF Trust
Other Information (continued)
September 30, 2023 (Unaudited)
FREQUENCY DISTRIBUTION OF DISCOUNTS AND PREMIUMS
Bid/Ask Price(1) vs Net Asset Value
As of September 30, 2023
Bid/Ask Price Above NAV
50 - 99
100 - 199
> 200
BASIS
BASIS
BASIS
POINTS POINTS POINTS

2023 . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . .

0
0
0
0
0

0
0
0
0
0

0
0
0
0
0

Bid/Ask Price Below NAV
50 - 99
100 - 199
> 200
BASIS
BASIS
BASIS
POINTS POINTS POINTS

0
0
0
0
0

0
0
0
0
0

0
0
0
0
0

Comparison of Total Returns Based on NAV and Bid/Ask Price(1)The table below is provided to compare the Trust’s total pre-tax return at NAV withthe total pre-tax returns based on bid/ask price and the performance of the S&P 500®
Index. Past performance is not necessarily an indication of how the Trust will
perform in the future. The return based on NAV shown in the table below reflects theimpact of a fee waiver and, without this waiver, returns would have been lower.
Cumulative Total Return1 Year

5 Year10 Year21.45%
21.50%
21.62%

59.35%
59.38%
60.44%

204.30%204.24%208.21%

1 Year

5 Year10 Year21.45%
21.50%
21.62%

9.77%
9.77%
9.92%

11.77%
11.77%
11.91%

SPDR S&P 500® ETF Trust
Return Based on NAV . . . . . . . . . . . .
Return Based on Bid/Ask Price . . . . .
S&P 500® Index . . . . . . . . . . . . . . . . . . .

Average Annual Total Return

SPDR S&P 500® ETF Trust
Return Based on NAV . . . . . . . . . . . .
Return Based on Bid/Ask Price . . . . .
S&P 500® Index . . . . . . . . . . . . . . . . . . .

(1) The bid/ask price is the midpoint of the best bid and best offer prices on NYSE Arca at the time theTrust’s NAV is calculated, ordinarily 4:00 p.m.

49

ORGANIZATION OF THE TRUSTThe Trust is a unit investment trust that issues Units. The Trust is organized under
New York law and is governed by an amended and restated trust agreement between
the Trustee and the Sponsor, dated as of January 1, 2004 and effective as ofJanuary 27, 2004, as amended (the “Trust Agreement”). The Trust is an investmentcompany registered under the Investment Company Act of 1940, as amended (the“1940 Act”). Units represent an undivided ownership interest in Portfolio Securitiesof the Trust.
The Trust has a specified lifetime term. The Trust is scheduled to terminate on thefirst to occur of (a) January 22, 2118 or (b) the date 20 years after the death of the last
survivor of eleven persons named in the Trust Agreement, the oldest of whom wasborn in 1990 and the youngest of whom was born in 1993. Upon termination, theTrust may be liquidated and pro rata Units of the assets of the Trust, net of certain
fees and expenses, distributed to holders of Units.
PURCHASES AND REDEMPTIONS OF CREATION UNITSThe Trust, a registered investment company, is an exchange traded fund or “ETF.”
The Trust continuously issues and redeems “in-kind” its Units only in specified large
lots of 50,000 Units or multiples thereof, which are referred to as “Creation Units,” attheir once-daily NAV. Units are listed individually for trading on the Exchange atprices established throughout the trading day, like any other listed equity security
trading on the Exchange in the secondary market.
ALPS Distributors, Inc., the distributor of the Trust (the “Distributor”), acts asunderwriter of Units on an agency basis. The Distributor maintains records of theCreation Unit orders placed with it and the confirmations of acceptance and furnishes
confirmations of acceptance of the orders to those placing such orders. The
Distributor also is responsible for delivering a prospectus to authorized participants
creating Units. The Distributor also maintains a record of the delivery instructions in
response to Creation Unit orders and may provide certain other administrative
services.
For purposes of the disclosure relating to the purchase and redemption of Units
below, the “Trustee” may refer to SSBT in its capacity as the Administrator,
Custodian and/or Transfer Agent for the Trustee.
Purchase (Creation)
Before trading on the Exchange in the secondary market, Units are created at NAV in
Creation Units. All orders for Creation Units must be placed with the Distributor as
facilitated through the Trustee. To be eligible to place these orders, an entity or
person must be an “Authorized Participant,” which (a) is either a “Participating
Party” or a “DTC Participant” and (b) in each case must have executed an agreementwith the Distributor and the Trustee (the “Participant Agreement”). The term
50

“Participating Party” means a broker-dealer or other participant in the Clearing
Process (as defined below) through the Continuous Net Settlement (“CNS”) Systemof the National Securities Clearing Corporation (“NSCC”), a clearing agency
registered with the Securities and Exchange Commission (“SEC”), and the term
“DTC Participant” means a participant in DTC. Payment for orders is made bydeposits with the Trustee of a portfolio of securities, substantially similar incomposition and weighting to Index Securities, and a cash payment in an amountequal to the Dividend Equivalent Payment (as defined below), plus or minus the
Balancing Amount (as defined below in “Portfolio Adjustments — Adjustments to
the Portfolio Deposit”). “Dividend Equivalent Payment” is an amount equal, on a per
Creation Unit basis, to the dividends on the Portfolio (with ex-dividend dates within
the accumulation period), net of expenses and accrued liabilities for such period(including, without limitation, (i) taxes or other governmental charges against theTrust not previously deducted, if any, (ii) accrued fees of the Trustee and (iii) otherexpenses of the Trust (including legal and auditing expenses) not previously
deducted), calculated as if all of the Portfolio Securities had been held for the entire
accumulation period for such distribution. The Dividend Equivalent Payment and theBalancing Amount collectively are referred to as the “Cash Component” and thedeposit of a portfolio of securities and the Cash Component collectively are referred
to as a “Portfolio Deposit.” Persons placing creation orders must deposit Portfolio
Deposits either (i) through the CNS clearing process of NSCC (the “Clearing
Process”) or (ii) with the Trustee outside the Clearing Process (i.e., through thefacilities of DTC).
The Distributor will reject any order that is not submitted in proper form. A creation
order is deemed received by the Distributor on the date on which it is placed(“Transmittal Date”) if (a) such order is received by the Trustee not later than the
Closing Time (as defined below) on such Transmittal Date and (b) all otherprocedures set forth in the Participant Agreement are properly followed. The
Transaction Fee (as defined below) is charged at the time of creation of a Creation
Unit, and an additional amount not to exceed three (3) times the Transaction Fee
applicable for one Creation Unit is charged for creations outside the Clearing
Process, in part due to the increased expense associated with settlement.
The Trustee, at the direction of the Sponsor, may increase, reduce or waive theTransaction Fee (and/or the additional amounts charged in connection with creations
and/or redemptions outside the Clearing Process) for certain lot-size creations and/or
redemptions of Creation Units. The Sponsor has the right to vary the lot-size ofCreation Units subject to such an increase, a reduction or waiver. The existence ofany such variation shall be disclosed in the then-current prospectus.
The Trustee makes available to NSCC before the commencement of trading on eachbusiness day that the New York Stock Exchange LLC (the “NYSE”) is open forbusiness (a “Business Day”) a list of the names and required number of shares ofeach of the Index Securities in the current Portfolio Deposit as well as the amount of
the Dividend Equivalent Payment for the previous Business Day. The identity and51

weightings of the Index Securities to be delivered as part of a Portfolio Deposit are
determined daily and reflect the relative weighting of the current Index. The value ofsuch Index Securities, together with the Cash Component, is equal to the net asset
value of the Trust on a per Creation Unit basis at the close of business on the day ofthe creation request. The Sponsor makes available every 15 seconds throughout thetrading day at the Exchange a number representing, on a per Unit basis, the sum of
the Dividend Equivalent Payment effective through and including the previous
Business Day, plus the current value of the securities portion of a Portfolio Deposit asin effect on such day (which value occasionally may include a cash-in-lieu amount tocompensate for the omission of a particular Index Security from such Portfolio
Deposit). Such information is calculated based upon the best information available to
the Sponsor and may be calculated by other persons designated to do so by theSponsor. The inability of the Sponsor to provide such information will not by itself
result in a halt in the trading of Units on the Exchange.
If the Trustee determines that one or more Index Securities are likely to be
unavailable, or available in insufficient quantity, for delivery upon creation ofCreation Units, the Trustee may permit, in lieu thereof, the cash equivalent value of
one or more of these Index Securities to be included in the Portfolio Deposit as a partof the Cash Component. If a creator is restricted by regulation or otherwise frominvesting or engaging in a transaction in one or more Index Securities, the Trustee
may permit, in lieu of the inclusion of such Index Securities in the stock portion of
the Portfolio Deposit, the cash equivalent value of such Index Securities to be
included in the Portfolio Deposit based on the market value of such Index Securities
as of the closing time of the regular trading session on the NYSE (the “Closing
Time”) (ordinarily 4:00 p.m., New York time) (the “Evaluation Time”) on the datesuch creation order is deemed received by the Distributor as part of the CashComponent.
Procedures for Purchase of Creation Units. All creation orders must be placed in
Creation Units and must be received by the Trustee by no later than the Closing Time(ordinarily 4:00 p.m., New York time) in each case on the date such order is placed,in order for creation to be effected based on the NAV of the Trust as determined onsuch date. Orders must be transmitted by telephone, through the Internet or by othertransmission method(s) acceptable to the Distributor and the Trustee, pursuant toprocedures set forth in the Participant Agreement and/or described in this prospectus.
In addition, orders submitted through the Internet must also comply with the terms
and provisions of the State Street Fund Connect Buy-Side User Agreement and otherapplicable agreements and documents, including but not limited to the applicable
Fund Connect User Guide or successor documents. An affiliate of State Street Global
Advisors Funds Distributors, LLC (“SSGA FD”) may assist Authorized Participantsin assembling shares to purchase Creation Units (or upon redemption), for which it
may receive commissions or other fees from such Authorized Participants. Severe
economic or market disruptions or changes, or telephone or other communication
failure, may impede the ability to reach the Distributor, the Trustee, a Participating
Party or a DTC Participant.
52

Units may be created in advance of receipt by the Trustee of all or a portion of thePortfolio Deposit. In these circumstances, the initial deposit will have a value greaterthan the NAV of the Units on the date the order is placed in proper form, because inaddition to available Index Securities, cash collateral must be deposited with theTrustee in an amount equal to the sum of (a) the Cash Component, plus (b) 115% of
the market value of the undelivered Index Securities (“Additional Cash Deposit”).
The Trustee holds such Additional Cash Deposit as collateral in an account separate
and apart from the Trust. An order will be deemed received on the Business Day on
which it is placed so long as (a) the order is placed in proper form before the Closing
Time on such Business Day and (b) federal funds in the appropriate amount are
deposited with the Trustee by 1:00 p.m., New York time, or such other time as
designated by the Trustee on settlement date.
If the order is not placed in proper form by the Closing Time or federal funds in theappropriate amount are not received by 1:00 p.m., New York time, on settlement
date, the order may be deemed to be rejected and the Authorized Participant shall be
liable to the Trust for any losses resulting therefrom. An additional amount of cash
must be deposited with the Trustee, pending delivery of the missing Index Securities,
to the extent necessary to maintain the Additional Cash Deposit with the Trustee inan amount at least equal to 115% of the daily mark-to-market value of the missing
Index Securities. If the missing Index Securities are not received by 1:00 p.m., NewYork time, on the prescribed settlement date following the day on which the purchaseorder is deemed received and if a mark-to-market payment is not made within one(1) Business Day following notification by the Distributor that such payment isrequired, the Trustee may use the Additional Cash Deposit to purchase the missing
Index Securities. The Trustee will return any unused portion of the Additional Cash
Deposit only once all of the missing Index Securities of the Portfolio Deposit havebeen properly received or purchased by the Trustee and deposited into the Trust. In
addition, a Transaction Fee will be imposed in an amount not to exceed that charged
for creations outside the Clearing Process as disclosed below. The delivery ofCreation Units created as described above will occur no later than the prescribed
settlement date. The Participant Agreement for any Participating Party intending tofollow these procedures contains terms and conditions permitting the Trustee to buy
the missing portion(s) of a Portfolio Deposit at any time and will subject theParticipating Party to liability for any shortfall between the cost to the Trust ofpurchasing such stocks and the value of such collateral. The Participating Party is
liable to the Trust for the costs incurred by the Trust in connection with any such
purchases. The Trust will have no liability for any such shortfall.
Acceptance of Orders of Creation Units. All questions as to the number of shares ofeach Index Security, the amount of the Cash Component and the validity, form,
eligibility (including time of receipt) and acceptance for deposit of any Index
Securities to be delivered are resolved by the Trustee. The Trustee may reject acreation order if (a) the depositor or a group of depositors, upon obtaining the Units
ordered, would own 80% or more of the current outstanding Units; (b) the Portfolio
Deposit is not in proper form; (c) acceptance of the Portfolio Deposit would have53

certain adverse tax consequences; (d) the acceptance of the Portfolio Deposit would,
in the opinion of counsel, be unlawful; (e) the acceptance of the Portfolio Deposit
would otherwise have an adverse effect on the Trust or the rights of Beneficial
Owners; or (f) circumstances outside the control of the Trustee make it for allpractical purposes impossible to process creations of Units. The Trustee and theSponsor are under no duty to give notification of any defects or irregularities in thedelivery of Portfolio Deposits or any component thereof and neither of them will
incur any liability for the failure to give any such notification.
Creation Transaction Fee. The transaction fee payable to the Trustee in connection
with each creation and redemption of Creation Units made through the Clearing
Process (the “Transaction Fee”) is non-refundable, regardless of the NAV of theTrust. The Transaction Fee is the lesser of $3,000 or 0.10% (10 basis points) of thevalue of one Creation Unit at the time of creation (“10 Basis Point Limit”) per
Participating Party per day, regardless of the number of Creation Units created orredeemed on such day. The Transaction Fee is currently $3,000.
For creations and redemptions outside the Clearing Process, including orders from a
Participating Party restricted from engaging in transactions in one or more Index
Securities, an additional amount not to exceed three (3) times the Transaction Fee
applicable for one Creation Unit is charged per Creation Unit per day.
Placement of Creation Orders Using Clearing Process. Creation Units createdthrough the Clearing Process must be delivered through a Participating Party that has
executed a Participant Agreement. The Participant Agreement authorizes the Trustee totransmit to the Participating Party such trade instructions as are necessary to effect thecreation order. Pursuant to the trade instructions from the Trustee to NSCC, theParticipating Party agrees to transfer, by the second day during which NSCC is open forbusiness (each such day, an “NSCC Business Day”), the requisite Index Securities (orcontracts to purchase such Index Securities that are expected to be delivered throughthe Clearing Process in a “regular way” manner by such second NSCC Business Day
after the trade date) and the Cash Component to the Trustee, together with such
additional information as may be required by the Trustee. Effective May 28, 2024 orsuch other date as established by the SEC (the “Settlement Cycle Change Date”), thesettlement cycle for the creation and redemption of the Trust’s units will change fromtwo (2) business days after the trade date to one (1) business day after the trade date. As
such, the references above to “second day during which NSCC is open for business”
and “second NSCC Business Day,” instead will refer to the “first day during which
NSCC is open for business” and “first NSCC Business Day,” respectively.
Placement of Creation Orders Outside Clearing Process. Creation Units createdoutside the Clearing Process must be delivered through a DTC Participant that has
executed a Participant Agreement and has stated in its order that it is not using theClearing Process and that creation will instead be effected through a transfer ofstocks and cash. The requisite number of Index Securities must be delivered throughDTC to the account of the Trustee by no later than 1:00 p.m., New York time, on
settlement date. The Trustee, through the Federal Reserve Bank wire transfer system,54

must receive the Cash Component no later than 1:00 p.m., New York time, on
settlement date. If the Trustee does not receive both the requisite Index Securities andthe Cash Component in a timely fashion, the order may be cancelled. Upon written
notice to the Distributor, the cancelled order may be resubmitted the following
Business Day using a Portfolio Deposit as newly constituted to reflect the current
NAV of the Trust. The delivery of Units so created will occur no later than theprescribed settlement date.
Shortened Settlement Cycles. Shortened settlement cycles are expected to beavailable, through which creation unit transactions can be settled on the trade date,pursuant to procedures established by NSCC and the Trustee. Authorized Participants
wishing to use such shortened settlement cycles should contact the Trustee. Pursuant
to this process, the Cash Component required to be paid by the Authorized
Participant will be estimated prior to settlement and finalized after settlement
following the calculation of the Trust’s NAV on that day. The Trust retains a risk ofloss if an Authorized Participant defaults on its obligation to pay to the Trust any
additional Cash Component it owes.
Redemption
Units may be redeemed in-kind only in Creation Units at their NAV determined after
receipt of a redemption request in proper form by the Distributor and Trustee throughthe Depository and relevant DTC Participant and only on a Business Day. Units are
not redeemable for cash. EXCEPT UPON LIQUIDATION OF THE TRUST, THE
TRUST WILL NOT REDEEM UNITS IN AMOUNTS LESS THAN CREATIONUNITS. Investors must accumulate enough Units in the secondary market toconstitute a Creation Unit in order to have such Units redeemed by the Trust, andUnits may be redeemed only by or through an Authorized Participant. 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 toincur brokerage and other costs in connection with assembling a sufficient number ofUnits to constitute a redeemable Creation Unit.
With respect to the Trust, the Trustee, through NSCC, makes available immediately
prior to the commencement of trading on the NYSE (currently 9:30 a.m., Easterntime) on each Business Day, a list of the names and required number of shares ofeach of the Index Securities and the amount of the Dividend Equivalent Payment forthe previous Business Day that will be applicable (subject to possible amendment or
correction) to redemption requests received in proper form (as discussed below) onthat day. Index Securities received on redemption may not be identical to the stock
portion of the Portfolio Deposit which is applicable to purchases of Creation Units.
Redemption Transaction Fee. The Transaction Fee is non-refundable, regardless of
the NAV of the Trust. The Transaction Fee is the lesser of $3,000 or the 10 Basis
Point Limit per Participating Party per day, regardless of the number of Creation
Units created or redeemed on such day. The Transaction Fee is currently $3,000.
55

For creations and redemptions outside the Clearing Process, including orders from a
Participating Party restricted from engaging in transactions in one or more Index
Securities, an additional amount not to exceed three (3) times the Transaction Fee
applicable for one Creation Unit is charged per Creation Unit per day.
Procedures for Redemption of Creation Units. Redemption orders must be placedwith a Participating Party (for redemptions through the Clearing Process) or DTC
Participant (for redemptions outside the Clearing Process), as applicable, in the form
required by such Participating Party or DTC Participant. A particular broker may nothave executed a Participant Agreement, and redemption orders may have to be placedby the broker through a Participating Party or DTC Participant who has executed a
Participant Agreement. At any given time, there may be only a limited number ofbroker-dealers that have executed a Participant Agreement. Redeemers should afford
sufficient time to permit (a) proper submission of the order by a Participating Party or
DTC Participant to the Distributor and the Trustee and (b) the receipt by the Trusteeof the Units to be redeemed and any Excess Cash Amounts (as defined below) in atimely manner. Orders for redemption effected outside the Clearing Process are likely
to require transmittal by the relevant DTC Participant(s) earlier on the Transmittal
Date than orders effected using the Clearing Process. These deadlines vary byinstitution. Persons redeeming outside the Clearing Process are required to transfer
Units through DTC and Excess Cash Amounts, if any, through the Federal Reserve
Bank wire transfer system in a timely manner.
An Authorized Participant submitting a redemption request is deemed to represent to
the Distributor and Trustee that it is in compliance with the requirements set forth in
the Participant Agreement. Each of the Distributor and Trustee reserves the right toverify these representations at its discretion, but will typically require verification
with respect to a redemption request in connection with higher levels of redemption
activity and/or short interest in the Trust. If the Authorized Participant, upon receipt
of a verification request, does not provide sufficient verification of its representations
as determined by the Distributor or Trustee, the redemption request will not be
considered to have been received in proper form and may be rejected.
Requests for redemption may be made on any Business Day to the Distributor and theTrustee. In the case of redemptions made through the Clearing Process, the Transaction
Fee is deducted from the amount delivered to the redeemer. In the case of redemptions
outside the Clearing Process, the Transaction Fee plus an additional amount not toexceed three (3) times the Transaction Fee applicable for one Creation Unit per
Creation Unit redeemed, is deducted from the amount delivered to the redeemer.
The Trustee transfers to the redeeming Beneficial Owner via DTC and the relevant
DTC Participant(s) a portfolio of Index Securities (based on NAV of the Trust) for eachCreation Unit delivered, generally identical in weighting and composition to the stock
portion of a Portfolio Deposit as in effect (a) on the date a request for redemption isdeemed received by the Distributor and Trustee or (b) in the case of the termination of
the Trust, on the date that notice of the termination of the Trust is given. The Trustee

56

also transfers via the relevant DTC Participant(s) to the redeeming Beneficial Ownera “Cash Redemption Payment,” which on any given Business Day is an amountidentical to the amount of the Cash Component and is equal to a proportional amountof the following: dividends on the Portfolio Securities for the period through the dateof redemption, net of expenses and liabilities for such period, including, without
limitation, (i) taxes or other governmental charges against the Trust not previously
deducted, if any, (ii) accrued fees of the Trustee and (iii) other expenses of the Trust(including legal and auditing expenses) not previously deducted, as if the Portfolio
Securities had been held for the entire accumulation period for such distribution, plus
or minus the Balancing Amount. The redeeming Beneficial Owner must deliver tothe Trustee any amount by which the amount payable to the Trust by such Beneficial
Owner exceeds the amount of the Cash Redemption Payment (“Excess Cash
Amounts”). For redemptions through the Clearing Process, the Trustee effects atransfer of the Cash Redemption Payment and stocks to the redeeming Beneficial
Owner by the second (2nd) NSCC Business Day following the date on which request
for redemption is deemed received. For redemptions outside the Clearing Process, theTrustee transfers the Cash Redemption Payment and the stocks to the redeeming
Beneficial Owner by the second (2nd) Business Day following the date on which therequest for redemption is deemed received. Effective on the Settlement Cycle Change
Date, the references above to “second (2nd) NSCC Business Day” and “second (2nd)Business Day,” will instead refer to the “first (1st) NSCC Business Day” and “first(1st) Business Day,” respectively. The Trustee will cancel all Units delivered upon
redemption.
If the Trustee determines that an Index Security is likely to be unavailable oravailable in insufficient quantity for delivery by the Trust upon the redemption ofCreation Units, the Trustee may elect, in lieu thereof, to deliver the cash equivalentvalue of any such Index Securities, based on its market value as of the Evaluation
Time on the date such redemption order is deemed received by the Distributor andTrustee, as a part of the Cash Redemption Payment.
If a redeemer is restricted by regulation or otherwise from investing or engaging in atransaction in one or more Index Securities, the Trustee may elect to deliver the cash
equivalent value based on the market value of any such Index Securities as of the
Evaluation Time on the date of the redemption as a part of the Cash
Redemption Payment in lieu thereof. In such case, the Authorized Participant will pay
the Trustee the standard Transaction Fee, and may pay an additional amount equal tothe actual amounts incurred in connection with such transaction(s) but in any case not
to exceed three (3) times the Transaction Fee applicable for one Creation Unit.
The Trustee, upon the request of a redeeming Authorized Participant, may elect toredeem Creation Units in whole or in part by providing such redeemer with aportfolio of stocks differing in exact composition from Index Securities but notdiffering in NAV from the then-current Portfolio Deposit. Such a redemption is likely
to be made only if it were determined that it would be appropriate in order tomaintain the Trust’s correspondence to the composition and weighting of the Index.
57

The Trustee may sell Portfolio Securities to obtain sufficient cash proceeds to deliverto the redeeming Beneficial Owner. To the extent cash proceeds are received by theTrustee in excess of the required amount, such cash proceeds shall be held by theTrustee and applied in accordance with the guidelines applicable to Misweighting (asdefined below under “Portfolio Adjustments”).
All redemption orders must be transmitted by telephone, through the Internet or byother transmission method(s) acceptable to the Distributor and the Trustee, pursuant
to procedures set forth in the Participant Agreement and/or described in thisprospectus, so as to be received by the Distributor and Trustee not later than the
Closing Time on the Transmittal Date. In addition, orders submitted through theInternet must also comply with the terms and provisions of the State Street Fund
Connect Buy-Side User Agreement and other applicable agreements and documents,
including but not limited to the applicable Fund Connect User Guide or successor
documents. Severe economic or market disruptions or changes, or telephone or othercommunication failure, may impede the ability to reach the Distributor, the Trustee, aParticipating Party, or a DTC Participant.
The calculation of the value of the stocks and the Cash Redemption Payment to bedelivered to the redeeming Beneficial Owner is made by the Trustee according to theprocedures set forth under “Purchases and Redemptions of Creation Units —Redemption — Procedures for Redemption of Creation Units,” “Portfolio
Adjustments — Adjustments to the Portfolio Deposit” and “Determination of Net
Asset Value” and is computed as of the Evaluation Time on the Business Day on
which a redemption order is deemed received by the Distributor and Trustee.
Therefore, if a redemption order in proper form is submitted to the Distributor andTrustee by a DTC Participant not later than the Closing Time on the Transmittal
Date, and the requisite Units are delivered to the Trustee prior to DTC Cut-Off Time(as defined below in “Purchases and Redemptions of Creation Units — Redemption— Placement of Redemption Orders Outside Clearing Process”), then the value ofthe stocks and the Cash Redemption Payment to be delivered to the Beneficial Owner
will be determined by the Trustee as of the Evaluation Time on such Transmittal
Date. If, however, a redemption order is submitted not later than the Closing Time ona Transmittal Date but the requisite Units are not delivered by DTC Cut-Off Time,the stocks and Cash Redemption Payment will be delivered upon receipt of therequisite Units. If a redemption order is not submitted in proper form, then theredemption order is not deemed received as of such Transmittal Date and the value ofthe stocks will be computed as of the Evaluation Time on the Business Day that suchorder is received in good order by the Distributor and Trustee.
The Trustee may suspend the right of redemption, or postpone the date of payment of
the NAV for more than five (5) Business Days following the date on which the request
for redemption is deemed received by the Distributor and Trustee, (a) for any period
during which the NYSE is closed, (b) for any period during which an emergency exists
as a result of which disposal or evaluation of the Portfolio Securities is not reasonably
practicable, or (c) for such other period as the SEC may by order permit for the58

protection of Beneficial Owners. Neither the Sponsor nor the Trustee is liable to any
person or in any way for any loss or damages that may result from any suchsuspension or postponement.
Placement of Redemption Orders Using Clearing Process. A redemption ordermade through the Clearing Process will be deemed received on the Transmittal Dateso long as (a) the order is received by the Distributor and Trustee not later than the
Closing Time on such Transmittal Date and (b) all other procedures set forth in theParticipant Agreement are properly followed. The order is effected based on the
NAV of the Trust as determined as of the Evaluation Time on the Transmittal Date.
A redemption order made through the Clearing Process and received by theDistributor and Trustee after the Closing Time will be deemed received on the next
Business Day immediately following the Transmittal Date. The Participant
Agreement authorizes the Trustee to transmit to NSCC on behalf of a Participating
Party such trade instructions as are necessary to effect the Participating Party’s
redemption order. Pursuant to such trade instructions from the Trustee to NSCC, theTrustee will transfer (a) the requisite stocks (or contracts to purchase such stocks,
which are expected to be delivered in a “regular way” manner) on settlement date,and (b) the Cash Redemption Payment.
Placement of Redemption Orders Outside Clearing Process. A DTC Participant
who wishes to place an order for redemption of Units to be effected outside theClearing Process need not be a Participating Party, but its order must state that such
DTC Participant is not using the Clearing Process and that redemption will instead beeffected through transfer of Units directly through DTC. An order will be deemed
received by the Distributor and Trustee on the Transmittal Date if (a) such order isreceived by the Distributor and Trustee not later than the Closing Time on such
Transmittal Date, (b) such order is preceded or accompanied by the requisite numberof Units specified in such order, which delivery must be made through DTC to theDistributor and Trustee no later than 1:00 p.m., New York time, on the next Business
Day immediately following such Transmittal Date (“DTC Cut-Off Time”) and (c) allother procedures set forth in the Participant Agreement are properly followed. Any
Excess Cash Amounts owed by the Beneficial Owner must be delivered no later than
1:00 p.m., New York time, on settlement date.
The Trustee initiates procedures to transfer the requisite stocks (or contracts topurchase such stocks) that are expected to be delivered on settlement date and theCash Redemption Payment to the redeeming Beneficial Owner on settlement date.
BOOK-ENTRY-ONLY SYSTEM
DTC acts as securities depository for the Units. Units are represented by one or moreglobal securities, registered in the name of Cede & Co., as nominee for DTC anddeposited with, or on behalf of, DTC. Beneficial ownership of Units is shown on therecords of DTC or the DTC Participants (owners of such beneficial interests arereferred to herein as “Beneficial Owners”).
59

DTC is a limited-purpose trust company organized under the laws of the State of
New York, a member of the Federal Reserve System, a “clearing corporation” within
the meaning of the New York Uniform Commercial Code, and a “clearing agency”
registered pursuant to the provisions of Section 17A of the Securities Exchange Actof 1934. DTC was created to hold securities of the DTC Participants and to facilitate
the clearance and settlement of securities transactions among the DTC Participants
through electronic book-entry changes in their accounts, thereby eliminating the needfor physical movement of securities certificates. DTC Participants include securities
brokers and dealers, banks, trust companies, clearing corporations, and certain otherorganizations. Access to the DTC system also is available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a DTC Participant, either directly or indirectly (“Indirect
Participants”).
Upon the settlement date of any creation, transfer or redemption of Units, DTC
credits or debits, on its book-entry registration and transfer system, the amount ofUnits so created, transferred or redeemed to the accounts of the appropriate DTC
Participants. The accounts to be credited and charged are designated by the Trustee to
NSCC, in the case of a creation or redemption through the Clearing Process, or by theTrustee and the DTC Participants, in the case of a creation or redemption outside of
the Clearing Process. Beneficial ownership of Units is limited to the DTC
Participants, Indirect Participants and persons holding interests through the DTC
Participants and Indirect Participants. Ownership of beneficial interests in Units isshown on, and the transfer of ownership is effected only through, records maintainedby DTC (with respect to DTC Participants) and on the records of DTC Participants(with respect to Indirect Participants and Beneficial Owners that are not DTC
Participants). Beneficial Owners are expected to receive from or through the relevant
DTC Participant a written confirmation relating to their purchase of Units. The lawsof some jurisdictions may require that certain purchasers of securities take physicaldelivery of such securities in definitive form. Such laws may impair the ability ofcertain investors to acquire beneficial interests in Units.
As long as Cede & Co., as nominee of DTC, is the registered owner of Units,references to the registered or record owner of Units shall mean Cede & Co. and shallnot mean the Beneficial Owners of Units. Beneficial Owners of Units are not entitledto have Units registered in their names, will not receive or be entitled to receive
physical delivery of certificates in definitive form and will not be considered therecord or registered holders thereof under the Trust Agreement. Accordingly, each
Beneficial Owner must rely on the procedures of DTC, any DTC Participant andIndirect Participant through which such Beneficial Owner holds its interests, toexercise any rights under the Trust Agreement.
The Trustee recognizes DTC or its nominee as the owner of all Units for all purposes
except as expressly set forth in the Trust Agreement. Pursuant to the agreement
between the Trustee and DTC, DTC is required to make available to the Trustee uponrequest and for a fee to be charged to the Trust a listing of the Unit holdings of each60

DTC Participant. The Trustee inquires of each such DTC Participant as to the numberof Beneficial Owners holding Units, directly or indirectly, through the relevant DTC
Participant. The Trustee provides each such DTC Participant with copies of any
notice, statement or other communication, in the form, number and at the place assuch DTC Participant may reasonably request, in order that the notice, statement orcommunication may be transmitted by such DTC Participant, directly or indirectly, tothe Beneficial Owners. In addition, the Trust pays to each such DTC Participant a fairand reasonable amount as reimbursement for the expense attendant to suchtransmittal, all subject to applicable statutory and regulatory requirements. The
foregoing interaction between the Trustee and DTC Participants may be direct orindirect (i.e., through a third party).
Distributions are made to DTC or its nominee. DTC or its nominee, upon receipt ofany payment of distributions in respect of Units, is required immediately to credit
DTC Participants’ accounts with payments in amounts proportionate to theirrespective beneficial interests in Units, as shown on the records of DTC or its
nominee. Payments by DTC Participants to Indirect Participants and Beneficial
Owners of Units held through such DTC Participants will be governed by standing
instructions and customary practices, as is now the case with securities held for theaccounts of customers in bearer form or registered in a “street name,” and will be theresponsibility of such DTC Participants. Neither the Trustee nor the Sponsor has orwill have any responsibility or liability for any aspects of the records relating to, or
notices to, Beneficial Owners, or payments made on account of beneficial ownershipinterests in Units, or for maintaining, supervising or reviewing any records relating tosuch beneficial ownership interests or for any other aspect of the relationship between
DTC and the DTC Participants or the relationship between such DTC Participants
and the Indirect Participants and Beneficial Owners owning through such DTC
Participants.
DTC may discontinue providing its service with respect to Units at any time bygiving notice to the Trustee and the Sponsor, provided that it discharges its
responsibilities with respect thereto in accordance with applicable law. Under suchcircumstances, the Trustee and the Sponsor shall take action either to find a
replacement for DTC to perform its functions at a comparable cost or, if such a
replacement is unavailable, to terminate the Trust.
NSCC is an affiliate of DTC, and the Trustee and Sponsor, and/or their affiliates,
own shares of DTC.
PORTFOLIO ADJUSTMENTS
The Index is a float-adjusted capitalization weighted index of 500 companies
calculated under the auspices of the S&P Index Committee of S&P. At any momentin time, the value of the Index equals the aggregate market value of the available float
shares outstanding in each of the component 500 Index Securities, evaluated at theirrespective last sale prices on their respective listing exchange, divided by a scaling
factor (“divisor”) which yields a resulting index value in the reported magnitude.
61

Periodically (typically, several times per quarter), S&P may determine that total
shares outstanding have changed in one or more component Index Securities due tosecondary offerings, repurchases, conversions or other corporate actions. S&P may
also determine that the available float shares of one or more of the Index Securities
has changed due to corporate actions, purchases or sales of securities by holders orother events. S&P may periodically (ordinarily, several times per quarter) replace one
or more Index Securities due to mergers, acquisitions, bankruptcies, or other market
conditions, or if the issuers of such Index Securities fail to meet the criteria forinclusion in the Index. In 2023, there were 18 company changes to the Index.
Ordinarily, whenever there is a change in shares outstanding or a change in an Index
Security of the Index, S&P adjusts the divisor to ensure that there is no discontinuity
in the value of the Index.
The Trustee aggregates certain adjustments and makes conforming changes to thePortfolio at least monthly. The Trustee directs its stock transactions only to brokers or
dealers, which may include affiliates of the Trustee, from whom it expects to obtainthe most favorable prices for execution of orders. Adjustments are made more
frequently in the case of significant changes to the Index. Specifically, the Trustee isrequired to adjust the composition of the Portfolio whenever there is a change in theidentity of any Index Security (i.e., a substitution of one security for another) within
three (3) Business Days before or after the day on which the change is scheduled totake effect. If the transaction costs incurred by the Trust in adjusting the Portfolio
would exceed the expected variation between the composition of the Portfolio andthe Index (“Misweighting”), it may not be efficient identically to replicate the sharecomposition of the Index. Minor Misweighting generally is permitted within theguidelines set forth below. The Trustee is required to adjust the composition of thePortfolio at any time that the weighting of any stock in the Portfolio varies in excess
of one hundred and fifty percent (150%) of a specified percentage, which percentage
varies from 0.08% to 0.02%, depending on the net asset value of the Trust (in eachcase, “Misweighting Amount”), from the weighting of the Index Security in the
Index. For the year ended September 30, 2023, the Misweighting Amount was
0.02%.
The Trust is not managed, and therefore the adverse financial condition of an issuer
does not require the sale of stocks from the Portfolio. The Trustee on a
non-discretionary basis adjusts the composition of the Portfolio to conform tochanges in the composition and/or weighting structure of Index Securities in the
Index. To the extent that the method of determining the Index is changed by S&P in amanner that would affect the adjustments provided for herein, the Trustee and theSponsor have the right to amend the Trust Agreement, without the consent of DTC or
Beneficial Owners, to conform the adjustments to such changes and to maintain theobjective of tracking the Index.
The Trustee examines each stock in the Portfolio on each Business Day, comparing
its weighting to the weighting of the corresponding Index Security, based on prices atthe close of the market on the preceding Business Day (a “Weighting Analysis”). If
62

there is a Misweighting in any stock in the Portfolio in excess of one hundred andfifty percent (150%) of the applicable Misweighting Amount, the Trustee calculates
an adjustment to the Portfolio in order to bring the Misweighting within the
Misweighting Amount, based on prices at the close of the market on the day on
which such Misweighting occurs. Also, on a monthly basis, the Trustee performs a
Weighting Analysis for each stock in the Portfolio, and in any case where there exists
a Misweighting exceeding one hundred percent (100%) of the applicable
Misweighting Amount, the Trustee calculates an adjustment to the Portfolio in orderto bring the Misweighting within the applicable Misweighting Amount, based on
prices at the close of the market on the day on which such Misweighting occurs. In
the case of any adjustment to the Portfolio because of a Misweighting, the purchaseor sale of stock necessitated by the adjustment is made within three (3) Business
Days of the day on which such Misweighting is determined. In addition to theforegoing adjustments, the Trustee may make additional periodic adjustments toPortfolio Securities that may be misweighted by an amount within the applicable
Misweighting Amount.
The foregoing guidelines with respect to Misweighting also apply to any Index
Security that (a) is likely to be unavailable for delivery or available in insufficientquantity for delivery or (b) cannot be delivered to the Trustee due to restrictions
prohibiting a creator from engaging in a transaction involving such Index Security.
Upon receipt of an order for a Creation Unit that involves such an Index Security, theTrustee determines whether the substitution of cash for the stock would cause a
Misweighting in the Portfolio. If a Misweighting results, the Trustee will purchasethe required number of shares of the Index Security. If a Misweighting does not result
and the Trustee does not hold cash in excess of the permitted amounts, the Trustee
may hold the cash or, if such excess would result, make the required adjustments to
the Portfolio.
As a result of the purchase and sale of stock in accordance with these requirements,or the creation of Creation Units, the Trust may hold some amount of residual cash
(other than cash held temporarily due to timing differences between the sale andpurchase of stock or cash delivered in lieu of Index Securities or undistributed
income or undistributed capital gains). This amount may not exceed for more thantwo (2) consecutive Business Days 0.5% of the value of the Portfolio. If the Trustee
has made all required adjustments and is left with cash in excess of 0.5% of the valueof the Portfolio, the Trustee will use such cash to purchase additional Index Securities
that are underweighted in the Portfolio as compared to their relative weightings in the
Index, such that the Misweighting of such Index Securities will not be in excess of
the applicable Misweighting Amount.
All portfolio adjustments are made as described herein unless such adjustments
would cause the Trust to lose its status as a “regulated investment company” under
Subchapter M of the Code. Additionally, the Trustee is required to adjust thecomposition of the Portfolio at any time to ensure the continued qualification of theTrust as a regulated investment company.
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The Trustee relies on industry sources for information as to the composition andweightings of Index Securities. If the Trustee becomes incapable of obtaining orprocessing such information or NSCC is unable to receive such information from theTrustee on any Business Day, the Trustee shall use the composition and weightingsof Index Securities for the most recently effective Portfolio Deposit for the purposesof all adjustments and determinations (including, without limitation, determination of
the stock portion of the Portfolio Deposit) until the earlier of (a) such time as current
information with respect to Index Securities is available or (b) three (3) consecutive
Business Days have elapsed. If such current information is not available and three(3) consecutive Business Days have elapsed, the composition and weightings ofPortfolio Securities (as opposed to Index Securities) shall be used for the purposes of
all adjustments and determinations (including, without limitation, determination of
the stock portion of the Portfolio Deposit) until current information with respect toIndex Securities is available.
If the Trustee provides written notice of the termination of the Trust, from and after
the date of such notice, the Trustee shall use the composition and weightings ofPortfolio Securities as of such notice date for the determination of all redemptions orother purposes.
From time to time S&P may adjust the composition of the Index because of a merger
or acquisition involving one or more Index Securities. In such cases, the Trust, as
shareholder of an issuer that is the object of such merger or acquisition activity, may
receive various offers from would-be acquirors of the issuer. The Trustee is not
permitted to accept any such offers until such time as it has been determined that thestocks of the issuer will be removed from the Index. As stocks of an issuer are often
removed from the Index only after the consummation of a merger or acquisition ofsuch issuer, in selling the securities of such issuer the Trust may receive, to the extent
that market prices do not provide a more attractive alternative, whateverconsideration is being offered to the shareholders of such issuer that have nottendered their shares prior to such time. Any cash received in such transactions isreinvested in Index Securities in accordance with the criteria set forth above. Any
stocks received as a part of the consideration that are not Index Securities are sold assoon as practicable, and the cash proceeds of such sale are reinvested in accordancewith the criteria set forth above.
Adjustments to the Portfolio Deposit
On each Business Day (each such day, an “Adjustment Day”), the number of sharesand identity of each Index Security required for a Portfolio Deposit are adjusted inaccordance with the following procedure. At the close of the market, the Trustee
calculates the net asset value of the Trust. The net asset value of the Trust is divided
by the number of outstanding Units multiplied by 50,000 Units in one Creation Unit,
resulting in the net asset value per Creation Unit (“NAV Amount”). The Trustee thencalculates the number of shares (without rounding) of each of the component stocksof the Index in a Portfolio Deposit for the following Business Day (“Request Day”),
64such that (a) the market value at the close of the market on the Adjustment Day of thestocks to be included in the Portfolio Deposit on Request Day, together with the
Dividend Equivalent Payment effective for requests to create or redeem on the
Adjustment Day, equals the NAV Amount, and (b) the identity and weighting of eachof the stocks in a Portfolio Deposit mirrors proportionately the identity andweightings of the stocks in the Index, each as in effect on Request Day. For eachstock, the number resulting from such calculation is rounded to the nearest wholeshare, with a fraction of 0.50 being rounded up. The identities and weightings of thestocks so calculated constitute the stock portion of the Portfolio Deposit effective on
Request Day and thereafter until the next subsequent Adjustment Day, as well as
Portfolio Securities to be delivered by the Trustee in the event of request forredemption on the Request Day and thereafter until the following Adjustment Day.
In addition to the foregoing adjustments, if a corporate action such as a stock split,
stock dividend or reverse split occurs with respect to any Index Security that does not
result in an adjustment to the Index divisor, the Portfolio Deposit shall be adjusted totake into account the corporate action in each case rounded to the nearest wholeshare.
On the Request Day and on each day that a request for the creation or redemption isdeemed received, the Trustee calculates the market value of the stock portion of thePortfolio Deposit as in effect on the Request Day as of the close of the market andadds to that amount the Dividend Equivalent Payment effective for requests to create
or redeem on Request Day (such market value and Dividend Equivalent Payment arecollectively referred to herein as “Portfolio Deposit Amount”). The Trustee thencalculates the NAV Amount, based on the close of the market on the Request Day.
The difference between the NAV Amount so calculated and the Portfolio Deposit
Amount is the “Balancing Amount.” The Balancing Amount serves the function ofcompensating for any differences between the value of the Portfolio Deposit Amountand the NAV Amount at the close of trading on Request Day due to, for example,(a) differences in the market value of the securities in the Portfolio Deposit and themarket value of the securities on Request Day and (b) any variances from the propercomposition of the Portfolio Deposit.
On any Adjustment Day on which (a) no change in the identity and/or shareweighting of any Index Security is scheduled to take effect that would cause theIndex divisor to be adjusted after the close of the market on that Business Day,* and(b) no stock split, stock dividend or reverse stock split with respect to any Index
Security has been declared to take effect on the corresponding Request Day, theTrustee may forego making any adjustment to the stock portion of the Portfolio
Deposit and use the composition and weightings of Index Securities for the mostrecently effective Portfolio Deposit for the Request Day following such Adjustment*

S&P publicly announces changes in the identity and/or weighting of Index
Securities in advance of the actual changes. The announcements regarding
changes in the index components are made after the close of trading on suchday.
65Day. In addition, the Trustee may calculate the adjustment to the number of sharesand identity of Index Securities in a Portfolio Deposit as described above except thatsuch calculation would be employed two (2) Business Days rather than one(1) Business Day before the Request Day.
The Dividend Equivalent Payment and the Balancing Amount in effect at the close ofbusiness on the Request Date are collectively referred to as the Cash Component or
the Cash Redemption Payment. If the Balancing Amount is a positive number (i.e., if
the NAV Amount exceeds the Portfolio Deposit Amount), then with respect tocreation, the Balancing Amount increases the Cash Component of the then-effective
Portfolio Deposit transferred to the Trustee by the creator. With respect toredemptions, the Balancing Amount is added to the cash transferred to the redeemer
by the Trustee. If the Balancing Amount is a negative number (i.e., if the NAV
Amount is less than the Portfolio Deposit Amount), then with respect to creation, thisamount decreases the Cash Component of the then-effective Portfolio Deposit to betransferred to the Trustee by the creator or, if such cash portion is less than the
Balancing Amount, the difference must be paid by the Trustee to the creator. With
respect to redemptions, the Balancing Amount is deducted from the cash transferredto the redeemer or, if such cash is less than the Balancing Amount, the difference
must be paid by the redeemer to the Trustee.
If the Trustee has included the cash equivalent value of one or more Index Securities
in the Portfolio Deposit because the Trustee has determined that such Index
Securities are likely to be unavailable or available in insufficient quantity fordelivery, or if a creator or redeemer is restricted from investing or engaging intransactions in one or more of such Index Securities, the Portfolio Deposit soconstituted shall determine the Index Securities to be delivered in connection with thecreation of Units in Creation Unit size aggregations and upon the redemption of Units
until the time the stock portion of the Portfolio Deposit is subsequently adjusted.
EXCHANGE LISTING AND TRADINGThe discussion below supplements the Summary with regard to exchange listing andtrading matters associated with an investment in the Trust’s Units.
Secondary Trading on Exchanges
The Units are listed for secondary trading on the Exchange, and individual Units may
only be purchased and sold in the secondary market through a broker-dealer. The
secondary markets are closed on weekends and also are generally closed on thefollowing holidays: New Year’s Day, Dr. Martin Luther King, Jr. Day, Presidents’Day, Good Friday, Memorial Day (observed), Juneteenth National Independence
Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The
Exchange may close early on the Business Day before certain holidays and on the
day after Thanksgiving Day. Exchange holiday schedules are subject to change. If
you buy or sell Units in the secondary market, you will pay the secondary market
66

price for Units. In addition, you may incur customary brokerage commissions andcharges and may pay some or all of the spread between the bid and the offered pricein the secondary market on each leg of a round trip (purchase and sale) transaction.
Further, SSGA FD may make payments from its own resources to certain brokerdealers pursuant to arrangements through which those broker-dealers have agreed tooffer Units to their customers and not charge certain of their customers any
commissions when those customers purchase or sell Units. Such payments to brokerdealers may create potential conflicts of interest between the broker-dealers and theircustomers.
There can be no assurance that the requirements of the Exchange necessary tomaintain the listing of Units of the Trust will continue to be met or that Units will
always be listed on the Exchange. The Trust will be terminated if Units are delisted.
Trading in Units may be halted under certain circumstances as set forth in the
Exchange rules and procedures. The Exchange will consider the suspension of
trading in or removal from listing of Units if: (a) the Trust has more than 60 days
remaining until termination and there are fewer than 50 record and/or beneficial
holders of Units for 30 or more consecutive trading days; (b) the value of the Index is
no longer calculated or available; or (c) such other event occurs or condition exists
which, in the opinion of the Exchange, makes further dealings on the Exchange
inadvisable. In addition, trading is subject to trading halts caused by extraordinary
market volatility pursuant to Exchange “circuit breaker” rules that require trading tobe halted for a specified period based on a specified market change. The Exchange
also must halt trading if required intraday valuation information is not disseminatedfor longer than one (1) Business Day.
Units also are listed and traded on the Singapore Exchange Securities Trading
Limited, the Tokyo Stock Exchange and the Australian Securities Exchange. In the
future, Units may be listed and traded on other non-U.S. exchanges.
Trading Prices of Units
The trading prices of the Trust’s Units will fluctuate continuously throughout trading
hours based on market supply and demand rather than the Trust’s NAV, which is
calculated at the end of each Business Day. The Units will trade on the Exchange atprices that may be above (i.e., at a premium) or below (i.e., at a discount), to varying
degrees, the daily NAV of the Units. While the creation/redemption feature isdesigned to make it likely that Units normally will trade close to the Trust’s NAV,
disruptions to creations and redemptions and/or market volatility may result in
trading prices that differ significantly from the Trust’s NAV. See the table“Frequency Distribution of Discounts and Premiums for the Trust: Bid/Ask Price vs.
NAV as of 12/29/23” herein.
The market price of a Unit should reflect its share of the dividends accumulated on
Portfolio Securities and may be affected by supply and demand, market volatility,
sentiment and other factors.
67

CONTINUOUS OFFERING OF UNITS
Creation Units are offered continuously to the public by the Trust through theDistributor. Persons making Portfolio Deposits and creating Creation Units will
receive no fees, commissions or other form of compensation or inducement of any
kind from the Sponsor or the Distributor, and no such person has any obligation or
responsibility to the Sponsor or Distributor to effect any sale or resale of Units.
Because new Units can be created and issued on an ongoing basis, at any point during
the life of the Trust, a “distribution,” as such term is used in the Securities Act of
1933, may be occurring. Broker-dealers and other persons are cautioned that some of
their activities may result in their being deemed participants in a distribution in amanner which could render them statutory underwriters and subject them to theprospectus-delivery and liability provisions of the Securities Act of 1933. For
example, a broker-dealer firm or its client may be deemed a statutory underwriter if ittakes Creation Units after placing a creation order with a distributor, breaks themdown into the constituent Units and sells the Units directly to its customers; or if itchooses to couple the creation of a supply of new Units with an active selling effort
involving solicitation of secondary market demand for Units. A determination ofwhether one is an underwriter must take into account all the facts and circumstances
pertaining to the activities of the broker-dealer or its client in the particular case, andthe examples mentioned above should not be considered a complete description of all
the activities that could lead to categorization as an underwriter.
Broker-dealer firms should also note that dealers who are not “underwriters” but are
effecting transactions in Units, whether or not participating in the distribution ofUnits, generally are required to deliver a prospectus. This is because the prospectus
delivery exemption in Section 4(a)(3) of the Securities Act of 1933 is not available inrespect of such transactions as a result of Section 24(d) of the 1940 Act. As a result,broker-dealer firms should note that dealers who are not “underwriters” but are
participating in a distribution (as contrasted with engaging in ordinary secondary
market transactions), and thus dealing with the Units that are part of an overallotment
within the meaning of Section 4(a)(3)(C) of the Securities Act of 1933, will be unable
to take advantage of the prospectus delivery exemption provided by Section 4(a)(3)of the Securities Act of 1933. For delivery of prospectuses to exchange members, theprospectus delivery mechanism of Rule 153 under the Securities Act of 1933 is only
available with respect to transactions on a national exchange.
The Sponsor intends to qualify Units in states selected by the Sponsor and throughbroker-dealers who are members of the Financial Industry Regulatory Authority(“FINRA”). Persons intending to create or redeem Creation Units in transactions not
involving a broker-dealer registered in such person’s state of domicile or residence
should consult their legal adviser regarding applicable broker-dealer or securities
regulatory requirements under the state securities laws prior to such creation orredemption.

68

EXPENSES OF THE TRUST
Ordinary operating expenses of the Trust are currently being accrued at an annual
rate of 0.0945%. Future accruals will depend primarily on the level of the Trust’s net
assets and the level of Trust expenses. The Trustee has agreed to waive a portion of
its fee until February 1, 2025 to the extent total annual operating expenses (excluding
extraordinary expenses) exceed 0.0945% after taking into consideration the earnings
credit with respect to uninvested cash balances of the Trust. Thereafter, the Trustee
may discontinue this voluntary waiver policy. The Trustee’s fee waiver will becalculated after earnings credits are applied. The amount of the earnings credit will beequal to the then current Federal Funds Rate, as reported in nationally distributed
publications, multiplied by each day’s daily cash balance, if any, in the Trust’s cash
account, reduced by the amount of reserves, if any, for that account required by theFederal Reserve Board of Governors. Therefore, there is no guarantee that the Trust’s
ordinary operating expenses will not exceed 0.0945% of the Trust’s daily net asset
value.
Subject to any applicable cap, the Sponsor may charge the Trust a special fee forcertain services the Sponsor may provide to the Trust which would otherwise beprovided by the Trustee in an amount not to exceed the actual cost of providing suchservices. The Sponsor or the Trustee from time to time may voluntarily assume some
expenses or reimburse the Trust so that total expenses of the Trust are reduced.
Neither the Sponsor nor the Trustee is obligated to do so and either one or bothparties may discontinue any voluntary assumption of expenses or reimbursement at
any time without notice.
The following charges are or may be accrued and paid by the Trust: (a) the Trustee’sfee; (b) fees payable to transfer agents for the provision of transfer agency services;(c) fees of the Trustee for extraordinary services performed under the
Trust Agreement; (d) various governmental charges; (e) any taxes, fees and charges
payable by the Trustee with respect to Units (whether in Creation Units orotherwise); (f) expenses and costs of any action taken by the Trustee or the Sponsor
to protect the Trust and the rights and interests of Beneficial Owners of Units(whether in Creation Units or otherwise); (g) indemnification of the Trustee or theSponsor for any losses, liabilities or expenses incurred by it in the administration of
the Trust; (h) expenses incurred in contacting Beneficial Owners of Units during thelife of the Trust and upon termination of the Trust; and (i) other out-of-pocket
expenses of the Trust incurred pursuant to actions permitted or required under the
Trust Agreement.
In addition, the following expenses are or may be charged to the Trust:(a) reimbursement to the Sponsor of amounts paid by it to S&P in respect of annual
licensing fees pursuant to the License Agreement; (b) federal and state annual
registration fees for the issuance of Units; and (c) expenses of the Sponsor relating to
the printing and distribution of marketing materials describing Units and the Trust(including, but not limited to, associated legal, consulting, advertising, and marketingcosts and other out-of-pocket expenses such as printing). Pursuant to the provisions69

of an exemptive order, the expenses set forth in this paragraph may be charged to theTrust by the Trustee in an amount equal to the actual costs incurred, but in no caseshall such charges exceed 0.20% per annum of the daily net asset value of the Trust.
With respect to the marketing expenses described in item (c) above, the Sponsor hasentered into an agreement with SSGA FD, an affiliate of the Trustee, pursuant towhich SSGA FD has agreed to market and promote the Trust. SSGA FD isreimbursed by the Sponsor for the expenses it incurs for providing such services outof amounts that the Trust reimburses the Sponsor. An affiliate of SSGA FD
separately receives fees from the Trustee for providing on-line creation andredemption functionality to Authorized Participants through its Fund Connect
application.
If the income received by the Trust in the form of dividends and other distributions
on Portfolio Securities is insufficient to cover Trust expenses, the Trustee may makeadvances to the Trust to cover such expenses. Otherwise, the Trustee may sell
Portfolio Securities in an amount sufficient to pay such expenses. The Trustee may
reimburse itself in the amount of any such advance, together with interest thereon at apercentage rate equal to the then-current overnight federal funds rate, by deducting
such amounts from (a) dividend payments or other income of the Trust when suchpayments or other income are received, (b) the amounts earned or benefits derived by
the Trustee on cash held by the Trustee for the benefit of the Trust, and (c) the sale ofPortfolio Securities. Notwithstanding the foregoing, if any advance remains
outstanding for more than forty-five (45) Business Days, the Trustee may sell
Portfolio Securities to reimburse itself for such advance and any accrued interest
thereon. These advances will be secured by a lien on the assets of the Trust in favorof the Trustee. The expenses of the Trust are reflected in the NAV of the Trust.
For services performed under the Trust Agreement, the Trustee is paid a fee at anannual rate of 0.06% to 0.10% of the net asset value of the Trust, as shown below,
depending on the net asset value of the Trust, plus or minus the Adjustment Amount(as defined below). The compensation is computed on each Business Day based on
the net asset value of the Trust on such day, and the amount thereof is accrued daily
and paid monthly. To the extent that the amount of the Trustee’s compensation,
before any adjustment in respect of the Adjustment Amount, is less than specified
amounts, the Sponsor has agreed to pay the amount of any such shortfall. The Trustee
also may waive all or a portion of such fee.
Trustee Fee Scale
Net Asset Value of the Trust

Fee as a Percentage of
Net Asset Value of the Trust$0 - $499,999,999$500,000,000 - $2,499,999,999$2,500,000,000 and above

0.10% per annum plus or minus the Adjustment Amount*
0.08% per annum plus or minus the Adjustment Amount*
0.06% per annum plus or minus the Adjustment Amount**

The fee indicated applies to that portion of the net asset value of the Trust that falls in the size
category indicated.

70

As of September 30, 2023 and as of December 31, 2023, the net asset value of theTrust was $403,967,579,497 and $497,007,825,747, respectively. No representation
is made as to the actual net asset value of the Trust on any future date, as it is subject
to change at any time due to fluctuations in the market value of the Portfolio
Securities, or to creations or redemptions made in the future. For the fiscal year ended
September 30, 2023, the aggregate dollar amount of net fees paid to the Trustee was$175,093,321.
The Adjustment Amount is calculated at the end of each quarter and applied against
the Trustee’s fee for the following quarter. “Adjustment Amount” is an amountwhich is intended, depending upon the circumstances, either to (a) reduce theTrustee’s fee by the amount that the Transaction Fees paid on creation andredemption exceed the costs of those activities, and by the amount of excess earnings
on cash held for the benefit of the Trust** or (b) increase the Trustee’s fee by theamount that the Transaction Fees (plus additional amounts paid in connection withcreations or redemptions outside the Clearing Process), paid on creations orredemptions, falls short of the actual costs of these activities. If in any quarter the
Adjustment Amount exceeds the fee payable to the Trustee as set forth above, theTrustee uses such excess amount to reduce other Trust expenses, subject to certain
federal tax limitations. To the extent that the amount of such excess exceeds theTrust’s expenses for such quarter, any remaining excess is retained by the Trustee aspart of its compensation. If in any quarter the costs of processing creations andredemptions exceed the amounts charged as a Transaction Fee (plus the additionalamounts paid in connection with creations or redemptions outside the Clearing
Process) net of the excess earnings, if any, on cash held for the benefit of the Trust,the Trustee will augment the Trustee’s fee by the resulting Adjustment Amount. The
net Adjustment Amount is usually a credit to the Trust. The amount of the earnings
credit will be equal to the then-current Federal Funds Rate, as reported in nationally
distributed publications, multiplied by each day’s daily cash balance in the Trust’s
cash account, reduced by the amount of reserves for that account required by theFederal Reserve Board of Governors.
For example, during the year ended September 30, 2023, the Adjustment Amountincluded an excess of net transaction fees from processing orders of $6,788,133 and a
Trustee earnings credit of $48,536,793. Thus, the Adjustment Amount reduced theTrustee’s fee by $55,324,926.
DETERMINATION OF NET ASSET VALUE
The net asset value of the Trust is computed as of the Evaluation Time, as shown
under “Portfolio Adjustments — Adjustments to the Portfolio Deposit” on eachBusiness Day. The net asset value of the Trust on a per Unit basis is determined bysubtracting all liabilities (including accrued expenses and dividends payable) from**The excess earnings on cash amount is currently calculated, and applied, on amonthly basis.
71the total value of the Portfolio and other assets and dividing the result by the total
number of outstanding Units. For the most recent net asset value information, please
go to www.spdrs.com.
The value of the Portfolio is determined by the Trustee in good faith in the following
manner. If Portfolio Securities are listed on one or more national securities
exchanges, such evaluation is generally based on the closing sale price on that day(unless the Trustee deems such price inappropriate as a basis for evaluation) on theexchange which is deemed to be the principal market therefor or, if there is no suchappropriate closing sale price on such exchange, at the last sale price (unless theTrustee deems such price inappropriate as a basis for evaluation). If the securities are
not so listed or, if so listed and the principal market therefor is other than on suchexchange or there is no such last sale price available, such evaluation shall generally
be made by the Trustee in good faith based on the closing price on theover-the-counter market (unless the Trustee deems such price inappropriate as a basis
for evaluation) or if there is no such appropriate closing price, (a) on current bid
prices, (b) if bid prices are not available, on the basis of current bid prices forcomparable securities, (c) by the Trustee’s appraising the value of the securities ingood faith on the bid side of the market, or (d) by any combination thereof.
ADDITIONAL RISK INFORMATION
The following section identifies additional risks. Prospective investors shouldcarefully consider the additional information described below together with theinformation identified under “Summary — Principal Risks of Investing in the Trust.”
A liquid trading market for certain Portfolio Securities may not exist. Although allof the Portfolio Securities are listed on a national securities exchange, the existenceof a liquid trading market for certain Portfolio Securities may depend on whether
dealers will make a market in such stocks. There can be no assurance that a market
will be made or maintained for any Portfolio Securities, or that any such market will
be or remain liquid. The price at which Portfolio Securities may be sold and the valueof the Portfolio will be adversely affected if trading markets for Portfolio Securities
are limited or absent.
Asset Category Risk. The Portfolio Securities may underperform the returns ofother securities or indexes that track other industries, groups of industries, markets,
asset classes or sectors. Various types of securities or indexes tend to experience
cycles of outperformance and underperformance in comparison to the generalsecurities markets.
Trading Issues. Units are listed for trading on the Exchange under the market
symbol “SPY” and are listed or traded on certain non-U.S. stock exchanges otherthan the Exchange. Trading in Units on the Exchange may be halted due to market
conditions or for reasons that, in the view of the Exchange, make trading in Units
inadvisable. In addition, trading in Units on the Exchange is subject to trading halts
72

caused by extraordinary market volatility pursuant to Exchange “circuit breaker”
rules. There can be no assurance that the requirements of the Exchange necessary tomaintain the listing of the Trust will continue to be met or will remain unchanged orthat the Units will trade with any volume, or at all, on any stock exchange. Investors
are subject to the execution and settlement risks and market standards of the market
where they or their broker direct their trades for execution. The Trust will beterminated if the Units are delisted from the Exchange.
Fluctuation of NAV; Unit Premiums and Discounts. The NAV of the Units will
generally fluctuate with changes in the market value of the Trust’s securities
holdings. The market prices of Units will generally fluctuate in accordance withchanges in the Trust’s NAV and supply and demand of Units on the Exchange or any
other exchange on which Units are traded. It cannot be predicted whether Units willtrade below, at or above their NAV. Price differences may be due, in large part, to thefact that supply and demand forces at work in the secondary trading market for Units
will be closely related to, but not identical to, the same forces influencing the pricesof the securities of the Index trading individually or in the aggregate at any point intime. The market prices of Units may deviate significantly from the NAV of theUnits during periods of market volatility. While the creation/redemption feature isdesigned to make it likely that Units normally will trade close to the Trust’s NAV,
disruptions to creations and redemptions and/or market volatility may result in
trading prices that differ significantly from the Trust’s NAV. If an investor purchases
Units at a time when the market price is at a premium to the NAV of the Units or
sells at a time when the market price is at a discount to the NAV of the Units, thenthe investor may sustain losses that are in addition to any losses caused by a decreasein NAV.
Costs of Buying or Selling Units. Investors buying or selling Units in the secondary
market will pay brokerage commissions or other charges imposed by brokers as
determined by that broker. Brokerage commissions are often a fixed amount and may
be a significant proportional cost for investors seeking to buy or sell relatively small
amounts of Units. In addition, secondary market investors will also incur the cost of
the difference between the price that an investor is willing to pay for Units (the “bid”
price) and the price at which an investor is willing to sell Units (the “ask” price). Thisdifference in bid and ask prices is often referred to as the “spread” or “bid/ask
spread.” The bid/ask spread varies over time for Units based on trading volume andmarket liquidity, and is generally lower if the Trust’s Units have more trading
volume and market liquidity and higher if the Trust’s Units have little trading volume
and market liquidity. Further, increased market volatility may cause increased bid/ask
spreads. Due to the costs of buying or selling Units, including bid/ask spreads,
frequent trading of Units may significantly reduce investment results, and an
investment in Units may not be advisable for investors who anticipate regularly
making small investments.

73

Large Cap Risk. The Portfolio Securities will generally consist of equity securitiesof large-capitalization U.S. issuers. Returns on investments in stocks of large
U.S. companies could trail the returns on investments in stocks of smaller andmid-sized companies.
Investment in the Trust may have adverse tax consequences. Investors in the Trustshould consider the U.S. federal, state, local and other tax consequences of theownership and disposition of Units. For a discussion of certain U.S. federal income
tax consequences of the ownership and disposition of Units, see “Federal Income
Taxes.”
Clearing and settlement of Creation Units may be delayed or fail. Even if an orderis processed through the continuous net settlement clearing process of NSCC,
Portfolio Securities or Units, as applicable, may not be delivered on settlement date,
due to liquidity or other constraints in the clearing process. Orders expected to settle
outside of the continuous net settlement clearing process of NSCC are not covered by
NSCC’s guarantee of completion of delivery.
ADDITIONAL INFORMATION REGARDING DIVIDENDS AND
DISTRIBUTIONS
The following information supplements and should be read in conjunction with thesection included in this prospectus entitled “Dividends and Distributions.”
General Policies
The regular quarterly ex-dividend date for Units is the third (3rd) Friday in each of
March, June, September and December, unless such day is not a Business Day, inwhich case the ex-dividend date is the immediately preceding Business Day(“Ex-Dividend Date”). Beneficial Owners reflected on the records of DTC and the
DTC Participants on the first (1st) Business Day following the Ex-Dividend Date(“Record Date”) are entitled to receive an amount representing dividends
accumulated on Portfolio Securities through the quarterly dividend period which ends
on the Business Day preceding such Ex-Dividend Date (including stocks with
ex-dividend dates falling within such quarterly dividend period), net of fees andexpenses, accrued daily for such period. Effective on the Settlement Cycle Change
Date, the reference to the “first (1st) Business Day following the Ex-Dividend Date(“Record Date”)” will instead refer to the “Ex-Dividend Date (also, the “Record
Date”).”For the purposes of all dividend distributions, dividends per Unit are calculated atleast to the nearest 1/1000th of $0.01. The payment of dividends is made on the lastBusiness Day in the calendar month following each Ex-Dividend Date (“Dividend
Payment Date”). Dividend payments are made through DTC and the DTC
Participants to Beneficial Owners then of record with funds received from theTrustee.
74

Dividends payable to the Trust in respect of Portfolio Securities are credited by theTrustee to a non-interest-bearing account as of the date on which the Trust receives
such dividends. Other moneys received by the Trustee in respect of the Portfolio,
including but not limited to the Cash Component, the Cash Redemption Payment, allmoneys realized by the Trustee from the sale of options, warrants or other similar
rights received or distributed in respect of Portfolio Securities as dividends or
distributions and capital gains resulting from the sale of Portfolio Securities are
credited by the Trustee to a non-interest-bearing account. All funds collected or
received are held by the Trustee without interest until distributed in accordance withthe provisions of the Trust Agreement. To the extent the amounts credited to theaccount generate interest income or an equivalent benefit to the Trustee, such interest
income or benefit is used to reduce the Trustee’s annual fee.
Any additional distributions the Trust may need to make so as to qualify for an
exemption from tax on its distributed income under the Code and to avoid U.S.
federal excise tax would consist of (a) an increase in the distribution scheduled forJanuary to include any amount by which the Trust’s estimated “investment company
taxable income” (determined prior to the deduction for dividends paid by the Trust)and net capital gains for the prior taxable and/or calendar year exceeded the amountof Trust taxable income previously distributed with respect to such taxable year and/or calendar year or, if greater, the minimum amount required to avoid imposition ofsuch excise tax, and (b) a distribution soon after the computation of the actual annual“investment company taxable income” (determined prior to the deduction for
dividends paid by the Trust) and net capital gain of the Trust of the amount, if any, bywhich such actual income and gain exceeds the distributions already made. The net
asset value of the Trust is reduced in direct proportion to the amount of such
additional distributions. The magnitude of the additional distributions, if any,depends upon a number of factors, including the level of redemption activity
experienced by the Trust. Because substantially all proceeds from the sale of stocks
in connection with adjustments to the Portfolio are used to purchase shares of Index
Securities, the Trust may have no cash or insufficient cash with which to pay such
additional distributions. In that case, the Trustee will have to sell shares of Portfolio
Securities sufficient to produce the cash required to make such additional
distributions. In selecting the stocks to be sold to produce cash for such distributions,
the Trustee chooses among the stocks that are over-weighted in the Portfolio relative
to their weightings in the Index first and then from among all other stocks in such amanner to maintain the weightings of Portfolio Securities within the applicable
Misweighting Amount.
As specified in the Trust Agreement, the Trustee may declare special dividends if theTrustee deems such action necessary or advisable to preserve the status of the Trust
as a RIC or to avoid imposition of income or excise taxes on undistributed income ordeems such action otherwise advantageous to the Trust. The Trust Agreement also
permits the Trustee to vary the frequency with which periodic distributions are made(e.g., from quarterly to monthly) if it is determined by the Sponsor and the Trusteethat such a variance would be advisable to facilitate compliance with the rules and75

regulations applicable to RICs or would otherwise be advantageous to the Trust. In
addition, the Trust Agreement permits the Trustee to change the regular ex-dividend
date for Units to another date within the month or quarter if it is determined by theSponsor and the Trustee that such a change would be advantageous to the Trust.
Notice of any such variance or change shall be provided to Beneficial Owners via
DTC and the DTC Participants.
All distributions are made by the Trustee through DTC and the DTC Participants to
Beneficial Owners as recorded on the book entry system of DTC and the DTC
Participants. With each distribution, the Trustee furnishes for distribution to
Beneficial Owners a statement setting forth the amount being distributed, expressed
as a dollar amount per Unit.
The settlement date for the creation of Units or the purchase of Units in the secondary
market must occur on or before the Record Date in order for such creator orpurchaser to receive a distribution on the next Dividend Payment Date. If thesettlement date for such creation or a secondary market purchase occurs after the
Record Date, the distribution will be made to the prior securityholder or Beneficial
Owner as of such Record Date.
As soon as practicable after notice of termination of the Trust, the Trustee will
distribute via DTC and the DTC Participants to each Beneficial Owner redeeming
Creation Units before the termination date specified in such notice a portion ofPortfolio Securities and cash as described above. Otherwise, the Trustee will
distribute to each Beneficial Owner (whether in Creation Unit size aggregations orotherwise), as soon as practicable after termination of the Trust, such Beneficial
Owner’s pro rata share of the net asset value of the Trust.
INVESTMENT RESTRICTIONSThe Trust is not actively managed and only holds constituent securities of the Index
regardless of the current or projected performance of a specific security or aparticular industry or market sector. Therefore, the Trust is not authorized to invest in
the securities of registered investment companies or any other registered or
unregistered funds, lend its portfolio securities or other assets, issue senior securities
or borrow money for the purpose of investing in securities, purchase securities on
margin, sell securities short or invest in derivative instruments, including, without
limitation, futures contracts, options or swaps.
INVESTMENTS BY INVESTMENT COMPANIES
Purchases of Units by investment companies and certain private funds are subject torestrictions pursuant to Section 12(d)(1) of the 1940 Act. However, SEC Rule 12d1-4
allows, subject to certain conditions (including the entry into an agreement with theTrust), registered investment companies to invest in Units beyond the limits
contained in Section 12(d)(1) of the 1940 Act. Registered investment companies
76wishing to invest beyond the statutory limits in reliance on Rule 12d1-4 should
contact the Trustee by telephone at 1-866-787-2257.
The Trust itself is also subject to the restrictions of Section 12(d)(1). This means that,
notwithstanding the investment restrictions described above, absent an exemption or
SEC relief, (a) the Trust cannot invest in any registered investment company, to theextent that the Trust would own more than 3% of that registered investmentcompany’s outstanding Units, (b) the Trust cannot invest more than 5% of its total
assets in the securities of any one registered investment company, and (c) the Trustcannot invest more than 10% of its total assets in the securities of registeredinvestment companies in the aggregate.
ANNUAL REPORTS
Promptly after the end of each fiscal year, the Trustee furnishes to the DTC
Participants for distribution to each person who was a Beneficial Owner of Units at
the end of such fiscal year, an annual report of the Trust containing financial
statements audited by independent accountants of nationally recognized standing andsuch other information as may be required by applicable laws, rules and regulations.
BENEFIT PLAN INVESTOR CONSIDERATIONS
In considering the advisability of an investment in Units, fiduciaries of pension,
profit-sharing or other tax-qualified retirement plans and funded welfare plans or
entities whose underlying assets include “plan assets” within the meaning of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”)(collectively, “Plans”) subject to the fiduciary responsibility requirements of ERISA,
should consider whether an investment in Units (a) is permitted by the documents
and instruments governing the Plan, (b) is made solely in the interest of participants
and beneficiaries of the Plans, (c) is consistent with the prudence and diversification
requirements of ERISA, and that the acquisition and holding of Units does not resultin a non-exempt “prohibited transaction” under Section 406 of ERISA or
Section 4975 of the Code. Individual retirement account (“IRA”) investors andcertain other investors not subject to ERISA, such as Keogh Plans, should consider
that such arrangements may make only such investments as are authorized by thegoverning instruments and that IRAs, Keogh Plans and certain other types ofarrangements are subject to the prohibited transaction rules of Section 4975 of theCode. Employee benefit plans that are government plans (as defined in Section 3(32)of ERISA), certain church plans (as defined in Section 3(33) of ERISA) and non-U.S.
plans (as described in Section 4(b)(4) of ERISA) are not subject to the requirementsof ERISA or Section 4975 of the Code. The fiduciaries of governmental plans should,
however, consider the impact of their respective state pension codes or otherapplicable law, which may include restrictions similar to ERISA and Section 4975 of
the Code, on investments in Units and the considerations discussed above, to theextent such considerations apply. Each purchaser and transferee of a Unit who is77

subject to ERISA or Section 4975 of the Code or any similar laws will be deemed tohave represented by its acquisition and holding of each Unit that its acquisition andholding of any Units does not give rise to a non-exempt prohibited transaction under
ERISA, the Code or any similar law.
As described in the preceding paragraph, ERISA imposes certain duties on Planfiduciaries, and ERISA and/or Section 4975 of the Code prohibit certain transactions
involving “plan assets” between Plans or IRAs and persons who have certain
specified relationships to the Plan or IRA (that is, “parties in interest” as defined in
ERISA or “disqualified persons” as defined in the Code). The fiduciary standards andprohibited transaction rules that apply to an investment in Units by a Plan will not
apply to transactions involving the Trust’s assets because the Trust is an investmentcompany registered under the 1940 Act. As such, the Trust’s assets are not deemed tobe “plan assets” under ERISA and U.S. Department of Labor regulations by virtue ofPlan and/or IRA investments in Units.
Each purchaser or transferee should consult legal counsel before purchasing theUnits. Nothing herein shall be construed as a representation that an investment in the
Units would meet any or all of the relevant legal requirements with respect toinvestments by, or is appropriate for, an employee benefit plan subject to ERISA or
Section 4975 of the Code or a similar law.
INDEX LICENSE
A license agreement (the “License Agreement”) between SSGA FD, an affiliate of
the Trustee, and S&P grants a license to SSGA FD to use the Index and to use certain
trade names and trademarks of S&P in connection with the Trust. The Index also
serves as a basis for determining the composition of the Portfolio. The Trustee (onbehalf of the Trust), the Sponsor and the Exchange have each received a sublicensefrom SSGA FD for the use of the Index and certain trade names and trademarks inconnection with their rights and duties with respect to the Trust. The License
Agreement may be amended without the consent of any of the Beneficial Owners ofUnits. Currently, the License Agreement is scheduled to terminate on November 29,
2031, but its term may be extended without the consent of any of the Beneficial
Owners of Units. Pursuant to such arrangements and in accordance with the Trust
Agreement, the Trust reimburses the Sponsor for payment of fees under the License
Agreement to S&P equal to 0.03% of the daily size of the Trust (based on Unit
closing price and outstanding Units) plus an annual license fee of $600,000.
None of the Trust, the Trustee, the Exchange, the Sponsor, SSGA FD, theDistributor, DTC, NSCC, any Authorized Participant, any Beneficial Owner of Unitsor any other person is entitled to use any rights whatsoever under the foregoing
licensing arrangements or to use the trademarks “Standard & Poor’s,” “S&P,” “S&P500,” “Standard & Poor’s 500” or “500” or to use the Index except as specificallydescribed in the License Agreement or sublicenses or as may be specified in the Trust
Agreement.
78

THE TRUST IS NOT SPONSORED, ENDORSED, SOLD OR MARKETED BY
S&P DOW JONES INDICES LLC, ITS AFFILIATES, AND/OR THIRD-PARTY
LICENSORS (INCLUDING, WITHOUT LIMITATION, DOW JONES &COMPANY, INC.) (COLLECTIVELY, FOR PURPOSES OF THIS PARAGRAPH
AND
THE
NEXT
PARAGRAPH,“S&P”).
S&P
MAKES
NO
REPRESENTATION, CONDITION OR WARRANTY, EXPRESS OR IMPLIED,TO THE OWNERS OF THE TRUST OR ANY MEMBER OF THE PUBLICREGARDING THE ADVISABILITY OF INVESTING IN SECURITIESGENERALLY OR IN THE TRUST PARTICULARLY OR THE ABILITY OF THE
INDEX TO TRACK MARKET PERFORMANCE AND/OR TO ACHIEVE ITSSTATED OBJECTIVE AND/OR TO FORM THE BASIS OF A SUCCESSFULINVESTMENT STRATEGY, AS APPLICABLE. S&P LICENSES TO THE
TRUST CERTAIN TRADEMARKS AND TRADE NAMES AND THE INDEX
WHICH IS DETERMINED, COMPOSED AND CALCULATED BY S&P
WITHOUT REGARD TO SSGA FD OR THE TRUST. S&P HAS NO
OBLIGATION TO TAKE THE NEEDS OF THE TRUST OR THE OWNERS OF
OR INVESTORS IN THE TRUST INTO CONSIDERATION IN DETERMINING,COMPOSING OR CALCULATING THE INDEX OR ANY DATA INCLUDED
THEREIN OR USED TO CALCULATE THE INDEX. S&P DOW JONESINDICES LLC IS NOT AN ADVISOR TO THE TRUST. S&P IS NOTRESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE PRICES AND AMOUNT OF THE TRUST OR THE
TIMING OF THE ISSUANCE OR SALE OF THE TRUST OR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE
UNITS ARE ISSUED OR REDEEMED. S&P HAS NO OBLIGATION OR
LIABILITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING,
OR TRADING OF THE TRUST.
S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE
COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN OR
USED TO CALCULATE THE INDEX, AND S&P SHALL HAVE NO LIABILITY
FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P
MAKES NO WARRANTY OR CONDITION, EXPRESS OR IMPLIED, AS TO
RESULTS TO BE OBTAINED BY THE SPONSOR, THE TRUSTEE, THE
TRUST, OWNERS OF OR INVESTORS IN THE TRUST, OR ANY OTHERPERSON OR ENTITY, FROM THE USE OF THE INDEX OR ANY DATAINCLUDED THEREIN OR USED TO CALCULATE THE INDEX. S&P MAKES
NO EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR
CONDITIONS, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OR
CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULARPURPOSE OR USE AND ANY OTHER EXPRESS OR IMPLIED WARRANTYOR CONDITION WITH RESPECT TO THE INDEX OR ANY DATA INCLUDED
THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENTSHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT
79

LIMITED TO, LOST PROFITS) RESULTING FROM THE USE OF THE INDEXOR ANY DATA INCLUDED THEREIN, EVEN IF NOTIFIED OF THE
POSSIBILITY OF SUCH DAMAGES.
SPDR TRADEMARK. The “SPDR” trademark is used under license fromStandard & Poor’s Financial Services LLC, a division of S&P Global. No financial
product offered by the Trust or its affiliates is sponsored, endorsed, sold or marketedby S&P or its affiliates. S&P makes no representation or warranty, express or
implied, to the owners of any financial product or any member of the publicregarding the advisability of investing in securities generally or in financial products
particularly or the ability of the index on which financial products are based to track
general stock market performance. S&P is not responsible for and has notparticipated in any determination or calculation made with respect to issuance orredemption of financial products. S&P has no obligation or liability in connection
with the administration, marketing or trading of financial products. WITHOUT
LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P OR ITSAFFILIATES HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT
LIMITED TO, LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF
SUCH DAMAGES.
SPONSORThe Sponsor is a Delaware limited liability company incorporated on April 6, 1998
with offices c/o NYSE Holdings LLC, 11 Wall Street, New York, New York 10005.
The Sponsor’s Internal Revenue Service Employer Identification Number is26-4126158. The Sponsor’s sole business activity is to act as the sponsor of the Trustand two other ETFs. On October 1, 2008, the Sponsor became an indirect, wholly
owned subsidiary of NYSE Holdings following the acquisition by NYSE Holdings of
the American Stock Exchange LLC and all of its subsidiaries. On November 13,
2013, the Sponsor became an indirect, wholly owned subsidiary of Intercontinental
Exchange, Inc. (“ICE”), following the acquisition of NYSE Holdings LLC (theparent company of the Sponsor) by ICE. As the parent company, ICE is the publicly
traded entity, trading on the New York Stock Exchange under the symbol “ICE.”
NYSE Holdings is a “control person” of the Sponsor as such term is defined in the
Securities Act of 1933.
The Sponsor, at its own expense, may from time to time provide additional
promotional incentives to brokers who sell Units to the public. In certain instances,these incentives may be provided only to those brokers who meet certain thresholdrequirements for participation in a given incentive program, such as selling asignificant number of Units within a specified period.
If at any time the Sponsor fails to undertake or perform or becomes incapable ofundertaking or performing any of the duties which by the terms of the Trust
Agreement are required to be undertaken or performed by it, and such failure is not80cured within fifteen (15) Business Days following receipt of notice from the Trustee
of such failure, or if the Sponsor resigns, or if the Sponsor is adjudged bankrupt or
insolvent, or a receiver of the Sponsor or of its property is appointed, or a trustee or
liquidator or any public officer takes charge or control of the Sponsor or of its
property or affairs for the purpose of rehabilitation, conservation or liquidation, theTrustee may appoint a successor Sponsor, agree to act as Sponsor itself, or terminate
the Trust Agreement and liquidate the Trust. Upon the Trustee’s and a successor
Sponsor’s execution of an instrument of appointment and assumption, the successor
Sponsor succeeds to all of the rights, powers, duties and obligations of the originalSponsor. The successor Sponsor shall not be under any liability under the Trust
Agreement for occurrences or omissions prior to the execution of such instrument.
Any successor Sponsor may be compensated at rates deemed by the Trustee to bereasonable, but not exceeding the amounts prescribed by the SEC.
The Sponsor may resign by executing and delivering to the Trustee an instrument of
resignation. Such resignation shall become effective upon the appointment of a
successor Sponsor and the acceptance of appointment by the successor Sponsor,
unless the Trustee either agrees to act as Sponsor or terminates the Trust Agreement
and liquidates the Trust. The Trustee shall terminate the Trust Agreement andliquidate the Trust if, within sixty (60) days following the date on which a notice of
resignation was delivered by the Sponsor, a successor Sponsor has not been
appointed or the Trustee has not agreed to act as Sponsor.
The Trust Agreement provides that the Sponsor is not liable to the Trustee, the Trustor to the Beneficial Owners of Units for taking or refraining from taking any action ingood faith, or for errors in judgment, but is liable only for its own gross negligence,
bad faith, willful misconduct or willful malfeasance in the performance of its duties
or its reckless disregard of its obligations and duties under the Trust Agreement. The
Sponsor is not liable or responsible in any way for depreciation or loss incurred by
the Trust because of the purchase or sale of any Portfolio Securities. The
Trust Agreement further provides that the Sponsor and its directors, shareholders,
officers, employees, subsidiaries and affiliates under common control with theSponsor shall be indemnified from the assets of the Trust and held harmless against
any loss, liability or expense incurred without gross negligence, bad faith, willful
misconduct or willful malfeasance on the part of any such party arising out of or inconnection with the performance of its duties or reckless disregard of its obligations
and duties under the Trust Agreement, including the payment of the costs andexpenses (including counsel fees) of defending against any claim or liability.

81

As of January 26, 2024, each of the following persons and entity served as an officer
or member of the Sponsor:
Name

Nature of Relationship or Affiliation with Sponsor

Lynn Martin
Warren GardinerDoug Foley
Martin HunterDouglas Yones
Hope Jarkowski
Martha Redding
Andrew Surdykowski
Kana Yamamoto
Octavia Spencer
NYSE American LLC

President
Senior Vice President and Chief Financial Officer
Senior Vice President, HR & Administration
Senior Vice President, Tax & Treasurer
Head of Exchange Traded Products
General Counsel & Assistant Secretary
Associate General Counsel & Corporate Secretary
Senior Vice President
Senior Director, Assistant Treasurer
Assistant Secretary
Member

The principal business address for each of the officers and members listed above is
c/o NYSE Holdings LLC, 11 Wall Street, New York, New York 10005. None of theofficers listed above either directly or indirectly owns, controls or holds with power
to vote any of the outstanding limited liability company interests of the Sponsor. Allof the outstanding limited liability company interests of the Sponsor are owned by
NYSE American LLC as the sole member of the Sponsor.
None of the individuals listed above either directly or indirectly owns, controls or
holds with power to vote any of the outstanding Units of the Trust.
Other Companies of Which Each of the Persons* Named Aboveis Presently an Officer, Director or Partner
Nature ofAffiliation with
Such Other
Company

Name and Principal
Business Address of
Such Other Company

Nature of Business of
Such Other Company

Lynn Martin**

NYSE Holdings LLC,
11 Wall Street,
New York,
New York 10005

Global operator of
financial markets andprovider of trading
technologies

President

Warren Gardiner***Intercontinental
Exchange, Inc.,
5660 New Northside
Drive NW,
3rd Floor,
Atlanta, Georgia 30328

Global operator of
regulated exchanges andclearing houses forfinancial andcommodity markets

Chief Financial
Officer

Doug Foley****Intercontinental
Exchange, Inc.,
5660 New Northside
Drive NW,
3rd Floor,
Atlanta, Georgia 30328

Global operator of
regulated exchanges andclearing houses forfinancial andcommodity markets

Senior Vice
President

Person Named Above82

Other Companies of Which Each of the Persons* Named Aboveis Presently an Officer, Director or Partner

Person Named Above

Name and Principal
Business Address of
Such Other Company

Nature of Business of
Such Other Company

Nature ofAffiliation with
Such Other
Company

Martin Hunter*****

Intercontinental
Exchange, Inc.,
5660 New Northside
Drive NW,
3rd Floor,
Atlanta, Georgia 30328

Global operator of
regulated exchanges andclearing houses forfinancial andcommodity markets

Senior Vice
President, Tax &Treasury

Doug Yones

NYSE Holdings LLC,
11 Wall Street,
New York,
New York 10005

Global operator of
financial markets andprovider of trading
technologies

Head of Exchange
Traded Products

Hope Jarkowski******NYSE Holdings LLC,
11 Wall Street,
New York,
New York 10005

Global operator of
financial markets andprovider of trading
technologies

GeneralCounsel &Assistant
Secretary

Martha Redding*******NYSE Holdings LLC,
11 Wall Street,
New York,
New York 10005

Global operator of
financial markets andprovider of trading
technologies

Assistant GeneralCounsel &Corporate
Secretary

Andrew
Surdykowski********

Intercontinental
Exchange, Inc.,
5660 New Northside
Drive NW,
3rd Floor,
Atlanta, Georgia 30328

Global operator of
regulated exchanges andclearing houses forfinancial andcommodity markets

General Counsel

Kana
Yamamoto*********

Intercontinental
Exchange, Inc.,
5660 New Northside
Drive NW,
3rd Floor,
Atlanta, Georgia 30328

Global operator of
regulated exchanges andclearing houses forfinancial andcommodity markets

Senior Tax
Director

Octavia
Spencer**********

Intercontinental
Exchange, Inc.,
5660 New Northside
Drive NW,
3rd Floor,
Atlanta, Georgia 30328

Global operator of
regulated exchanges andclearing houses forfinancial andcommodity markets

Vice President,
Associate GeneralCounsel &Corporate
Secretary***

Exclude persons whose affiliation with the Sponsor arises solely byvirtue of stock ownership (as defined under Section 2(a)(3)(A) of theInvestment Company Act of 1940).
In addition to her positions with the Sponsor and NYSE Holdings LLC,
Ms. Martin is the President of NYSE Group, Inc. and a Director and/or
an officer (e.g., President, Chief Executive Officer, Senior Vice
President) of 26 other subsidiaries of ICE.
83

***

In addition to his position with the Sponsor, Mr. Gardiner is a Director
and/or an officer (e.g., Chief Financial Officer, Treasurer, Vice
President, Manager, President, Managing Director, Secretary) of 133
other subsidiaries of ICE.
****
In addition to his position with the Sponsor, Mr. Foley is a Director
and/or an officer (e.g., Chief Financial Officer, Treasurer, Vice
President, Manager, President, Managing Director, Secretary) of 56
other subsidiaries of ICE.
*****
In addition to his position with the Sponsor, Mr. Hunter is a Director
and/or an officer (e.g., Chief Financial Officer, Treasurer, Vice
President, Manager, President, Managing Director, Secretary) of 119
other subsidiaries of ICE.
******In addition to her positions with the Sponsor and NYSE Holdings LLC,
Ms. Jarkowski is a Director and/or an officer (e.g., President, Chief
Executive Officer, Senior Vice President) of 19 other subsidiaries of
ICE.
*******In addition to her positions with the Sponsor and NYSE Holdings LLC,
Ms. Redding is a Director and/or an officer (e.g., President, Chief
Executive Officer, Senior Vice President) of 19 other subsidiaries of
ICE.
********In addition to his position with the Sponsor, Mr. Surdykowski is a
Director and/or an officer (e.g., Chief Financial Officer, Treasurer,
Vice President, Manager, President, Managing Director, Secretary) of
148 other subsidiaries of ICE.
********* In addition to her positions with the Sponsor, Ms. Yamamoto is a
Director and/or an officer (e.g., President, Chief Executive Officer,
Senior Vice President) of 93 other subsidiaries of ICE.
********** In addition to her position with the Sponsor, Ms. Spencer is a Director
and/or an officer (e.g., Chief Financial Officer, Treasurer, Vice
President, Manager, President, Managing Director, Secretary) of 111
other subsidiaries of ICE.
Lynn Martin is President of NYSE Group, a wholly owned subsidiary of ICE. NYSE
Group includes the New York Stock Exchange, the world’s largest stock market andpremier venue for capital raising, as well as four fully electronic equity markets andtwo options exchanges. Ms. Martin is also Chair of Fixed Income & Data Services at
ICE, which includes ICE Bonds execution venues, securities pricing and analytics,
reference data, indices, desktop solutions, consolidated feeds and connectivity
services that cover all major asset classes. Most recently, she was President of Fixed
Income & Data Services and earlier served as President of ICE Data Services, COO
of ICE Clear U.S., and in a number of leadership roles including CEO of NYSE Liffe
U.S. and CEO of New York Portfolio Clearing. Ms. Martin began her career at IBM
in its Global Services organization. Ms. Martin holds a BS in Computer Science from
Manhattan College and an MA in Statistics from Columbia University. She currently
sits on the Board of Directors of the Partnership for New York City and the Inner84

City Scholarship Fund. Ms. Martin also serves on the Manhattan College Board ofTrustees as well as the Advisory Board of the School of Science and is a member of
the Phi Beta Kappa National Honor Society.
Warren Gardiner is Chief Financial Officer at ICE. He is responsible for all aspects
of ICE’s finance and accounting functions, treasury, tax, audit and controls andinvestor relations. From July 2017 to May 2021, Mr. Gardiner served as ICE’s Vice
President of Investor Relations where he led strategic and financial communications
with ICE’s stakeholders as well as playing an integral role in the Company’s businessdevelopment initiatives. Mr. Gardiner brings over 15 years of financial analysis andresearch experience. Before joining ICE in 2017, he served as a research analyst
covering Financial Information and Exchanges equities at Evercore. Prior to that, he
was an equity research analyst at Barclays. Mr. Gardiner earned a Bachelor of Arts inManagerial Economics from Union College and is a CFA Charterholder.
Doug Foley is Senior Vice President of Human Resources & Administration at ICE.
In addition to other duties, he has overall responsibility for ICE’s global humanresource and real estate functions. Prior to joining ICE in 2008, Mr. Foley worked in
the Performance & Reward practice at Ernst & Young LLP in Atlanta. Mr. Foley
previously worked in Global Compensation & Rewards at Delta Air Lines and began
his career as a pension actuary, holding various roles at Ernst & Young LLP and
Arthur Andersen LLP. Mr. Foley holds a Bachelor of Science in Mathematics and a
Master of Science in Risk Management & Insurance, both from Georgia State
University.
Martin Hunter is Senior Vice President, Tax & Treasurer of ICE since 2013.
Previously he was Vice President, Tax & Treasurer from August 2010 to November
2013.
Douglas Yones is the Head of Exchange Traded Products at the New York Stock
Exchange, where he oversees the listings and operations teams responsible for the
ETP, Closed End Funds and SPAC businesses. His department is responsible for thedelivery of customized, full service end-to-end capabilities for exchange tradedproduct issuers. Prior to joining the NYSE, Mr. Yones spent 17 years at The
Vanguard Group, most recently as the Head of Domestic Equity Indexing/ETF
Product Management. From 2007 through 2015, Mr. Yones worked on thedevelopment, launch, and distribution of numerous ETFs in the U.S., U.K., andCanada. He also spent a number of years in Hong Kong, responsible for thedevelopment and launch of the regional ETF business for Vanguard in Asia.
Mr. Yones holds the Chartered Financial Consultant (ChFC) designation with theAmerican College, the Certified ETF Advisor (CETF) designation with the ETF
Institute, an M.B.A from Villanova University, his undergraduate degree from thePennsylvania State University, and is a registered Options and General Securities
Principal with FINRA.
Hope Jarkowski is the General Counsel and Assistant Secretary of NYSE Group, Inc.
Prior to assuming the role of General Counsel in 2022, Ms. Jarkowski was Head of85

Equities for the NYSE with responsibility for strategy, product development andrelationship management across the NYSE’s five equity exchanges, the TRF, Global
OTC and NYSE Bonds. Prior to joining ICE in 2016 as the Co-Head of Government
Affairs, Ms. Jarkowski served in the government — first at the SEC as counsel toCommissioner Troy Paredes and later as senior securities counsel to the U.S. Senate
Banking Committee. Ms. Jarkowski practiced law at a Fortune 100 law firm and
FINRA prior to her time in government service. Ms. Jarkowski is a board member ofthe DTCC and the national board of Junior Achievement.
Martha Redding has been with the Legal Department of the NYSE Group since 2011.
She is currently Corporate Secretary and Associate General Counsel.
Andrew Surdykowski is General Counsel of ICE. Mr. Surdykowski oversees ICE’slegal affairs globally, including public company compliance, corporate governancematters and serving as ICE’s key legal advisor. Mr. Surdykowski joined ICE in
September 2005. He previously served as Senior Vice President, Associate GeneralCounsel and Assistant Corporate Secretary. Before joining ICE, Mr. Surdykowski
was an attorney at McKenna, Long & Aldridge (now known as Dentons), where hepracticed in the corporate law group. His experience at McKenna, Long & Aldridge
included representing a broad array of clients in matters dealing with securities,
mergers and acquisitions, corporate governance, finance and private equity.
Mr. Surdykowski holds a law degree from the Georgia State University College of
Law and a B.S. in Management from the Georgia Institute of Technology.
Kana Yamamoto is Senior Director of International Tax at ICE. Previously she was
Director of International Tax from 2018 to 2021.
Octavia Spencer is Vice President, Associate General Counsel & Corporate Secretaryat ICE. In this role, she focuses on public company compliance and corporate
governance matters. Ms. Spencer joined ICE in April 2014. She previously served as
Associate General Counsel & Corporate Secretary. Prior to joining ICE, Spencer
worked as an attorney at McKenna, Long & Aldridge (now known as Dentons),
where she practiced in the corporate law group and focused on public company
compliance and corporate governance matters, public offerings, private placements
and mergers and acquisition work. Ms. Spencer holds a J.D. from the Duke
University School of Law and a Bachelor of Arts degree from the University ofNorth Carolina at Chapel Hill.
NYSE American LLC, formerly NYSE MKT LLC, NYSE Amex and prior to that,
the American Stock Exchange, became a wholly owned subsidiary of NYSE
Holdings in 2008.
TRUSTEE
Effective June 16, 2017, SSBT resigned as trustee of the Trust. The Sponsor
appointed the Trustee, a wholly owned subsidiary of SSBT, as trustee of the Trust.
The services received, and the trustee fees paid, by the Trust did not change as a86

result of the change in the identity of the Trustee. SSBT continues to maintain the
Trust’s accounting records, act as custodian and transfer agent to the Trust, andprovide administrative services, including the filing of certain regulatory reports.
The Trustee is a limited-purpose trust company organized under the laws of theCommonwealth of Massachusetts with its principal place of business at One Iron
Street, Boston, Massachusetts 02210. The Trustee is a direct wholly owned
subsidiary of SSBT and as such is regulated by the Federal Reserve System and issubject to applicable federal and state banking and trust laws and to supervision by
the Federal Reserve, as well as by the Massachusetts Commissioner of Banks and theregulatory authorities of those states and countries in which a branch of the Trustee islocated.
The Trustee may resign and be discharged of the Trust created by theTrust Agreement by executing a notice of resignation in writing and filing such
notice with the Sponsor and mailing a copy of the notice of resignation to all DTC
Participants reflected on the records of DTC as owning Units for distribution to
Beneficial Owners as provided above not less than sixty (60) days before the datesuch resignation is to take effect. Such resignation becomes effective upon theacceptance of the appointment as Trustee for the Trust by the successor Trustee. The
Sponsor, upon receiving notice of such resignation, is obligated to use its best efforts
promptly to appoint a successor Trustee in the manner and meeting the qualifications
provided in the Trust Agreement. If no successor is appointed within sixty (60) days
after the date such notice of resignation is given, the Trustee shall terminate the Trust
Agreement and liquidate the Trust.
If the Trustee becomes incapable of acting as such, or fails to undertake or perform or
becomes incapable of undertaking or performing any of the duties which by the termsof the Trust Agreement are required to be undertaken or performed by it, and such
failure is not cured within fifteen (15) Business Days following receipt of notice fromthe Sponsor of such failure, or the Trustee is adjudged bankrupt or insolvent, or areceiver of the Trustee or its property is appointed, or a trustee or liquidator or any
public officer takes charge or control of such Trustee or of its property or affairs forthe purposes of rehabilitation, conservation or liquidation, then the Sponsor may
remove the Trustee and appoint a successor Trustee as provided in the
Trust Agreement. The Sponsor shall mail notice of such appointment of a successor
Trustee via the DTC Participants to Beneficial Owners. Upon a successor Trustee’s
execution of a written acceptance and acknowledgement of an instrument accepting
appointment as Trustee for the Trust, the successor Trustee becomes vested with all
the rights, powers, duties and obligations of the original Trustee. A successor Trustee
must (a) be a bank, trust company, corporation or national banking association
organized and doing business under the laws of the United States or any state thereof;(b) be authorized under such laws to exercise corporate trust powers; and (c) at all
times have aggregate capital, surplus and undivided profits of not less than
$50,000,000.

87Beneficial Owners of 51% of the then-outstanding Units may at any time remove theTrustee by written instrument(s) delivered to the Trustee and the Sponsor. The
Sponsor shall thereupon use its best efforts to appoint a successor Trustee as
described above and in the Trust Agreement.
The Trust Agreement limits the Trustee’s liabilities. It provides, among other things,
that the Trustee is not liable for (a) any action taken in reasonable reliance on
properly executed documents or for the disposition of monies or securities or for theevaluations required to be made thereunder, except by reason of its own grossnegligence, bad faith, willful malfeasance, willful misconduct, or reckless disregardof its duties and obligations; (b) depreciation or loss incurred by reason of the sale, orthe failure to make a sale, by the Trustee of any Portfolio Securities; (c) any action
the Trustee takes where the Sponsor fails to act; and (d) any taxes or othergovernmental charges imposed upon or in respect of Portfolio Securities or upon theinterest thereon or upon it as Trustee or upon or in respect of the Trust which theTrustee may be required to pay under any present or future law of the United Statesof America or of any other taxing authority having jurisdiction.
The Trustee and its directors, subsidiaries, shareholders, officers, employees, andaffiliates under common control with the Trustee will be indemnified from the assetsof the Trust and held harmless against any loss, liability or expense incurred withoutgross negligence, bad faith, willful misconduct, willful malfeasance on the part ofsuch party or reckless disregard of its duties and obligations arising out of or inconnection with its acceptance or administration of the Trust, including the costs andexpenses (including counsel fees) of defending against any claim or liability.
The Trustee, directly or through Depository Trust Company or SSBT, as custodian,
has possession of all securities and other property in which the Trust invests, all funds
held for such investment, all equalization, redemption, and other special funds of theTrust, and all income upon, accretions to, and proceeds of such property andfunds. The Trustee, directly or through SSBT, as custodian, segregates, byrecordation on its books and records, all securities and/or property held for the Trust.
All cash is held on deposit for the Trust and, to the extent not required forreinvestment or payment of Trust expenses, is distributed periodically to Unitholders.
DEPOSITORYDTC is a limited-purpose trust company and member of the Federal Reserve System.
DISTRIBUTOR
The Distributor is a corporation organized under the laws of the State of Colorado
and is located at 1290 Broadway, Suite 1000, Denver, CO 80203. The Distributor is a
registered broker-dealer and a member of FINRA. The Sponsor pays the Distributor
for its services a flat annual fee of $25,000. The Sponsor will not seek reimbursement
for such payment from the Trust without obtaining prior exemptive relief from the
SEC.
88

TRUST AGREEMENT
Beneficial Owners shall not (a) have the right to vote concerning the Trust, except
with respect to termination and as otherwise expressly set forth in the Trust
Agreement, (b) in any manner control the operation and management of the Trust, or(c) be liable to any other person by reason of any action taken by the Sponsor or the
Trustee. The Trustee has the exclusive right to vote all of the voting stocks in the
Trust. The Trustee votes the voting stocks of each issuer in the same proportionate
relationship that all other shares of each such issuer are voted (known as “mirror
voting”) to the extent permissible and, if not permitted, abstains from voting. The
Trustee shall not be liable to any person for any action or failure to take any action
with respect to such voting matters.
The death or incapacity of any Beneficial Owner does not operate to terminate theTrust nor entitle such Beneficial Owner’s legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a partition or winding
up of the Trust.
Amendments to the Trust Agreement
The Trust Agreement may be amended from time to time by the Trustee and theSponsor without the consent of any Beneficial Owners (a) to cure any ambiguity or tocorrect or supplement any provision that may be defective or inconsistent or to makesuch other provisions as will not adversely affect the interests of Beneficial Owners;(b) to change any provision as may be required by the SEC; (c) to add or change any
provision as may be necessary or advisable for the continuing qualification of theTrust as a “regulated investment company” under the Code; (d) to add or change any
provision as may be necessary or advisable if NSCC or DTC is unable or unwilling tocontinue to perform its functions; and (e) to add or change any provision to conformthe adjustments to the Portfolio and the Portfolio Deposit to changes, if any, made by
S&P in its method of determining the Index. The Trust Agreement may also be
amended by the Sponsor and the Trustee with the consent of the Beneficial Ownersof 51% of the outstanding Units to add provisions to, or change or eliminate any ofthe provisions of, the Trust Agreement or to modify the rights of Beneficial Owners,
although the Trust Agreement may not be amended without the consent of the
Beneficial Owners of all outstanding Units if such amendment would (a) permit theacquisition of any securities other than those acquired in accordance with the terms
and conditions of the Trust Agreement; (b) reduce the interest of any Beneficial
Owner in the Trust; or (c) reduce the percentage of Beneficial Owners required toconsent to any such amendment.
Promptly after the execution of an amendment, the Trustee inquires of each DTC
Participant, either directly or through a third party, as to the number of Beneficial
Owners for whom such DTC Participant holds Units, and provides each such DTC
Participant or third party with sufficient copies of a written notice of the substance ofsuch amendment for transmittal by each such DTC Participant to Beneficial Owners.
89Termination of the Trust Agreement
The Trust Agreement provides that the Sponsor has the discretionary right to direct
the Trustee to terminate the Trust if at any time the net asset value of the Trust is lessthan $350,000,000, as adjusted for inflation in accordance with the CPI-U at the endof each year from (and including) 1997.
The Trust may be terminated (a) by the agreement of the Beneficial Owners of 66
2/3% of outstanding Units; (b) if DTC is unable or unwilling to continue to perform
its functions as set forth under the Trust Agreement and a comparable replacement isunavailable; (c) if NSCC no longer provides clearance services with respect to Units,
or if the Trustee is no longer a participant in NSCC; (d) if S&P ceases publishing theIndex; or (e) if the License Agreement is terminated. The Trust will be terminated if
Units are delisted from the Exchange. The Trust is scheduled to terminate on the firstto occur of (a) January 22, 2118 or (b) the date 20 years after the death of the last
survivor of eleven persons named in the Trust Agreement, the oldest of whom wasborn in 1990 and the youngest of whom was born in 1993.
The Trust will terminate if either the Sponsor or the Trustee resigns and a successor
is not appointed. The Trust will also terminate if the Trustee is removed or theSponsor fails to undertake or perform or becomes incapable of undertaking or
performing any of the duties required under the Trust Agreement and a successor is
not appointed. The dissolution of the Sponsor or its ceasing to exist as a legal entity
for any cause whatsoever, however, will not cause the termination of theTrust Agreement or the Trust unless the Trust is terminated as described above.
Prior written notice of the termination of the Trust must be given at least twenty(20) days before termination of the Trust to all Beneficial Owners. The notice mustset forth the date on which the Trust will be terminated, the period during which theassets of the Trust will be liquidated, the date on which Beneficial Owners of Units(whether in Creation Unit size aggregations or otherwise) will receive in cash the
NAV of the Units held, and the date upon which the books of the Trust shall beclosed. The notice shall further state that, as of the date thereof and thereafter, neither
requests to create additional Creation Units nor Portfolio Deposits will be accepted,
and that, as of the date thereof, the portfolio of stocks delivered upon redemption
shall be identical in composition and weighting to Portfolio Securities as of such daterather than the stock portion of the Portfolio Deposit as in effect on the date request
for redemption is deemed received. Beneficial Owners of Creation Units may, inadvance of the Termination Date, redeem in kind directly from the Trust.
Within a reasonable period after the Termination Date, the Trustee shall, subject toany applicable provisions of law, sell all of the Portfolio Securities not already
distributed to redeeming Beneficial Owners of Creation Units. The Trustee shall not
be liable or responsible in any way for depreciation or loss incurred because of any
such sale. The Trustee may suspend such sales upon the occurrence of unusual or
unforeseen circumstances, including but not limited to a suspension in trading of astock, the closing or restriction of trading on a stock exchange, the outbreak of90

hostilities or the collapse of the economy. The Trustee shall deduct from the proceedsof sale its fees and all other expenses and transmit the remaining amount to DTC for
distribution, together with a final statement setting forth the computation of the grossamount distributed. Units not redeemed before termination of the Trust will be
redeemed in cash at NAV based on the proceeds of the sale of Portfolio Securities,
with no minimum aggregation of Units required.
LEGAL OPINION
The legality of the Units offered hereby has been passed upon by Davis Polk &Wardwell LLP, New York, New York.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
AND FINANCIAL STATEMENTS
The September 30, 2023 financial statements included in this prospectus have been
so included in reliance upon the report of PricewaterhouseCoopers LLP, independent
registered public accounting firm, 101 Seaport Boulevard, Suite 500, Boston,
Massachusetts, given on the authority of said firm as experts in auditing andaccounting.
CODE OF ETHICS
The Trust has adopted a code of ethics in compliance with Rule 17j-1 requirements
under the 1940 Act. Subject to pre-clearance, reporting, certification and otherconditions and standards, the code permits personnel subject to the code, if any, toinvest in Index Securities for their own accounts. The code is designed to prevent
fraud, deception and misconduct against the Trust and to provide reasonable
standards of conduct. The code is on file with the SEC and available on the SEC’s
Internet site at http://www.sec.gov. A copy may be obtained, after paying a
duplicating fee, by electronic request at publicinfo@sec.gov.
INFORMATION AND COMPARISONS RELATING TOSECONDARY MARKET TRADING AND PERFORMANCE
One important difference between Units and conventional mutual fund shares is that
Units are available for purchase or sale on an intraday basis on the Exchange atmarket prices. In contrast, shares in a conventional mutual fund may be purchased orredeemed only at a price at, or related to, the closing net asset value per share, as
determined by the fund. The table below illustrates the distribution relationship ofbid/ask spreads to NAV for 2023. This table should help investors evaluate some of
the advantages and disadvantages of Units relative to mutual fund shares purchased
and redeemed at prices at, or related to, the closing net asset value per share.
Specifically, the table illustrates in an approximate way the risks of purchasing or
selling Units at prices less favorable than closing NAV and, correspondingly, theopportunities to purchase or sell at prices more favorable than closing NAV.
91

For the most recent information regarding the Trust’s NAV, market price, premiums
and discounts, and bid/ask spreads, please go to www.spdrs.com.
Frequency Distribution of Discounts and Premiums for the Trust:
Bid/Ask Price vs. NAV as of 12/29/23(1)(2)

Range

CalendarQuarterEnding3/31/2023

CalendarQuarterEnding6/30/2023

CalendarQuarterEnding
9/29/2023

CalendarQuarterEnding
12/29/2023

Calendar
Year
2023
0

> 200
Basis Points

Days

0

0

0

0

%

0.0%

0.0%

0.0%

0.0%

0.0%

150 — 200
Basis Points

Days

0

0

0

0

0

%

0.0%

0.0%

0.0%

0.0%

0.0%

100 — 150
Basis Points

Days

0

0

0

0

0

%

0.0%

0.0%

0.0%

0.0%

0.0%

50 — 100
Basis Points

Days

0

0

0

0

0

%

0.0%

0.0%

0.0%

0.0%

0.0%

25 — 50
Basis Points

Days

0

0

0

0

0

%

0.0%

0.0%

0.0%

0.0%

0.0%

0 — 25
Basis Points

Days

37

44

43

37

161

%

59.7%

71.0%

68.3%

58.7%

64.4%

Total Days
at Premium

Days

37

44

43

37

161

%

59.7%

71.0%

68.3%

58.7%

64.4%

Closing Price
Equal to NAV

Days

0

0

0

0

0

%

0.0%

0.0%

0.0%

0.0%

0.0%

Total Days
at Discount

Days

25

18

20

26

89

%

40.3%

29.0%

31.7%

41.3%

35.6%

0 — –25
Basis Points

Days

25

18

20

26

89

%

40.3%

29.0%

31.7%

41.3%

35.6%

–25 — –50
Basis Points

Days

0

0

0

0

0

%

0.0%

0.0%

0.0%

0.0%

0.0%

–50 — –100
Basis Points

Days

0

0

0

0

0

%

0.0%

0.0%

0.0%

0.0%

0.0%

–100 — –150
Basis Points

Days

0

0

0

0

0

%

0.0%

0.0%

0.0%

0.0%

0.0%

–150 — –200
Basis Points

Days

0

0

0

0

0

%

0.0%

0.0%

0.0%

0.0%

0.0%

< –200Basis Points

Days

0

0

0

0

0

%

0.0%

0.0%

0.0%

0.0%

0.0%

Close was within 0.25% of NAV better than 94% of the time from 1/29/93 (the firstday of trading) through 12/29/23.
(1) Source: NYSE Holdings LLC(2) Currently, the bid/ask price is the midpoint of the national best bid and national best offer prices at
the time the Trust’s NAV is calculated, ordinarily 4:00 p.m.

92Comparison of Total Returns Based on NAV and Bid/Ask Price(1)as of 12/31/23*
The table below is provided to compare the Trust’s total pre-tax returns at NAV withthe total pre-tax returns based on bid/ask price and the performance of the Index. Past
performance is not necessarily an indication of how the Trust will perform in the
future. The return based on NAV shown in the table below reflects the impact of afee waiver and, without this waiver, returns would have been lower.
Cumulative Total Return1 Year

Trust
Return Based on NAV(2)(3)(4)(5) . . . . . . . . . . . . . . . . . . .
Return Based on Bid/Ask Price(2)(3)(4)(5) . . . . . . . . . . . .
Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5 Year10 Year26.12% 105.76% 207.56%
26.18% 105.69% 207.67%
26.29% 107.21% 211.49%

Average Annual Total Return**
1 Year

Trust
Return Based on NAV(2)(3)(4)(5) . . . . . . . . . . . . . . . . . . . .
Return Based on Bid/Ask Price(2)(3)(4)(5) . . . . . . . . . . . . .
Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5 Year10 Year26.12% 15.52% 11.89%
26.18% 15.52% 11.89%
26.29% 15.69% 12.03%(1) Currently, the bid/ask price is the midpoint of the best bid and best offer prices on NYSE Arca at
the time the Trust’s NAV is calculated, ordinarily 4:00 p.m.
(2) Total return figures have been calculated in the manner described above in “Summary — Trust
Performance.”(3) Includes all applicable ordinary operating expenses set forth above in “Summary — Fees andExpenses of the Trust.”(4) Does not include the Transaction Fee, which is payable to the Trustee only by persons purchasing
and redeeming Creation Units as discussed above in “Purchases and Redemptions of Creation
Units.” If these amounts were reflected, returns to such persons would be less than those shown.
(5) Does not include brokerage commissions and charges incurred only by persons who makepurchases and sales of Units in the secondary market as discussed above in “Exchange Listing andTrading — Secondary Trading on Exchanges.” If these amounts were reflected, returns to such
persons would be less than those shown.
*
Source: NYSE Holdings LLC and State Street Global Advisors Trust Company.
** Total returns assume that dividends and capital gain distributions have been reinvested in the Trustat the NAV.

93

SPDR S&P 500 ETF TRUST (“SPY”)

SPONSOR: PDR SERVICES LLC
This prospectus does not include all of the information with respect to SPY set forthin its Registration Statement filed with the SEC in Washington, D.C., under the:•Securities Act of 1933 (File No. 33-46080) and•Investment Company Act of 1940 (File No. 811-06125).

To obtain copies from the SEC at prescribed rates—
CALL: 1-800-SEC-0330
VISIT: http://www.sec.gov

No person is authorized to give any information or make any representation
about SPY not contained in this prospectus, and you should not rely on any
other information. Read and keep both parts of this prospectus for futurereference.
PDR Services LLC has filed a registration statement on Form S-6 andForm N-8B-2 with the SEC covering the Units. While this prospectus is apart of the registration statement on Form S-6, it does not contain all the
exhibits filed as part of the registration statement on Form S-6. You should
consider reviewing the full text of those exhibits.
Prospectus dated January 26, 2024

SPDRSP500TR